Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ýANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 20132016
OR
¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-32740
ENERGY TRANSFER EQUITY, L.P.
(Exact name of registrant as specified in its charter)
Delaware  30-0108820
(Statestate or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
3738 Oak Lawn Avenue,8111 Westchester Drive, Suite 600, Dallas, Texas 7521975225
(Address of principal executive offices) (zip code)
(214) 981-0700
(Registrant’s telephone number, including area code: (214) 981-0700

code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class  Name of each exchange on which registered
Common Units  New York Stock Exchange
Securities registered pursuant to section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes  ý    No  ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes  ¨    No  ý
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Yes  ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes  ý    No  ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer  ý    Accelerated filer  ¨    Non-accelerated filer  ¨    Smaller reporting company  ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes  ¨    No  ý
The aggregate market value as of June 28, 2013,30, 2016, of the registrant’s Common Units held by non-affiliates of the registrant, based on the reported closing price of such Common Units on the New York Stock Exchange on such date, was $12.59$10.86 billion. Common Units held by each executive officer and director and by each person who owns 5% or more of the outstanding Common Units have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
At February 21, 2014,17, 2017, the registrant had 558,235,4741,079,185,030 Common Units outstandingoutstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None



TABLE OF CONTENTS
 
  PAGE
   
ITEM 1.
   
ITEM 1A.
   
ITEM 1B.
   
ITEM 2.
   
ITEM 3.
   
ITEM 4.
 
   
ITEM 5.
   
ITEM 6.
   
ITEM 7.
   
ITEM 7A.
   
ITEM 8.
   
ITEM 9.
   
ITEM 9A.
   
ITEM 9B.
 
   
ITEM 10.
   
ITEM 11.
   
ITEM 12.
   
ITEM 13.
   
ITEM 14.
 
   
ITEM 15.
ITEM 16
  
 


ii


Forward-Looking Statements
Certain matters discussed in this report, excluding historical information, as well as some statements by Energy Transfer Equity, L.P. (the “Partnership” or “ETE”) in periodic press releases and some oral statements of the Partnership’s officials during presentations about the Partnership, include forward-looking statements. These forward-looking statements are identified as any statement that does not relate strictly to historical or current facts. Statements using words such as “anticipate,” “project,” “expect,” “plan,” “goal,” “forecast,” “estimate,” “intend,” “continue,” “could,” “believe,” “may,” “will” or similar expressions help identify forward-looking statements. Although the Partnership and its General Partner believe such forward-looking statements are based on reasonable assumptions and current expectations and projections about future events, no assurance can be given that such assumptions, expectations or projections will prove to be correct. Forward-looking statements are subject to a variety of risks, uncertainties and assumptions. If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, the Partnership’s actual results may vary materially from those anticipated, estimated, projected, forecasted, expressed or expected in forward-looking statements since many of the factors that determine these results are subject to uncertainties and risks that are difficult to predict and beyond management’s control. For additional discussion of risks, uncertainties and assumptions, see “Item 1.A Risk Factors” included in this annual report.
Definitions
The following is a list of certain acronyms and terms generally used in the energy industry and throughout this document: 
/d  per day
  
AlohaAloha Petroleum, Ltd
AmeriGas AmeriGas Partners, L.P.
   
AOCI accumulated other comprehensive income (loss)
   
AROs asset retirement obligations
   
Bbls  barrels
  
Bcf billion cubic feet
   
Btu  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
   
CanyonETC Canyon Pipeline, LLC
Capacity  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
   
Citrus Citrus, Corp.,LLC which owns 100% of FGT
   
CrossCountry CrossCountry Energy, LLC
   
CFTCDOE Commodities Futures Trading CommissionU.S. Department of Energy
   
DOT U.S. Department of Transportation
   
Eagle Rock Eagle Rock Energy Partners, LPL.P.
   
EnterpriseELG Enterprise Products Partners L.P., together with its subsidiariesEdwards Lime Gathering, LLC
   
ETC CompressionEPA ETC Compression, LLCU.S. Environmental Protection Agency
   
ETC FEP ETC Fayetteville Express Pipeline, LLC
ETC MEPETC Midcontinent Express Pipeline, L.L.C.
   
ETC OLP La Grange Acquisition, L.P., which conducts business under the assumed name of Energy Transfer Company
   
ETC TigerETG ETC Tiger Pipeline, LLCEnergy Transfer Group, L.L.C.
   
ETGETE Holdings Energy Transfer Group, L.L.C.ETE Common Holdings, LLC, a wholly-owned subsidiary of ETE
   
ET Interstate Energy Transfer Interstate Holdings, LLC
   
ET RoverET Rover Pipeline LLC

iii


ETP Energy Transfer Partners, L.P.
   

iii


ETP Credit Facility ETP’s $3.75 billion revolving credit facility
   
ETP GP Energy Transfer Partners GP, L.P., the general partner of ETP
   
ETP HoldcoETP Holdco Corporation
ETP LLC Energy Transfer Partners, L.L.C., the general partner of ETP GP
   
EPAETP Preferred Units U.S. Environmental Protection AgencyETP’s Series A Convertible Preferred Units,
   
Exchange Act Securities Exchange Act of 1934
   
FDOT/FTE Florida Department of Transportation, Florida’s Turnpike Enterprise
   
FEP Fayetteville Express Pipeline LLC
   
FERC Federal Energy Regulatory Commission
   
FGT Florida Gas Transmission Company, LLC, which owns a natural gas pipeline system that originates in Texas and delivers natural gas to the Florida peninsula
   
GAAP accounting principles generally accepted in the United States of America
   
General Partner LE GP, LLC, the general partner of ETE
   
HPC RIGS Haynesville Partnership Co.
HoldcoETP Holdco Corporation and its wholly-owned subsidiary, Regency Intrastate Gas LP
   
HOLP Heritage Operating, L.P.
   
Hoover Energy Hoover Energy Partners, LP
   
IDRs incentive distribution rights
   
LDHKMI LDH Energy Asset HoldingsKinder Morgan Inc.
Lake Charles LNGLake Charles LNG Company, LLC a wholly-owned subsidiary of Louis Dreyfus Highbridge Energy
LCLLake Charles LNG Export Company, LLC (subsequently renamed Castleton Commodities International, LLC)
   
LIBOR London Interbank Offered Rate
   
LNG Liquefiedliquefied natural gas
   
LNG Holdings TrunklineLake Charles LNG Holdings, LLC
   
LPG liquefied petroleum gas
   
Lone Star Lone Star NGL LLC
   
MACS Mid-Atlantic Convenience Stores, LLC
   
MEP Midcontinent Express Pipeline LLC
   
MGEMLP Merger Missouri Gas Energy
MGPmanufactured gas plantThe merger of Sunoco Logistics with and into ETP, with ETP surviving the merger as a wholly owned subsidiary of Sunoco Logistics
   
MMBtu  million British thermal units
   
MMcf million cubic feet
MTBEmethyl tertiary butyl ether
   
NGA Natural Gas Act of 1938
   
NGPA Natural Gas Policy Act of 1978
   
NEGNew England Gas Company
NGL  natural gas liquid, such as propane, butane and natural gasoline
NMEDNew Mexico Environmental Department
  
NYMEX  New York Mercantile Exchange
  
NYSE New York Stock Exchange
   
OSHA Federal Occupational Safety and Health Act
OTCover-the-counter

iv


Panhandle Panhandle Eastern Pipe Line Company, LP and its subsidiaries
   
PCBPCBs polychlorinated biphenylbiphenyls
   
PEPL Panhandle Eastern Pipe Line Company, LP
   
PEPL HoldingsPennTex PEPL Holdings, LLC, a wholly-owned subsidiary of Southern Union, which owned the general partner and 100% of the limited partner interests in PEPLPennTex Midstream Partners, LP
   
PES Philadelphia Energy Solutions
   
PHMSA Pipeline Hazardous Materials Safety Administration
PropCoSusser Petroleum Property Company LLC
   
PVR PVR Partners, L.P.
  
RIGS Regency Intrastate Gas System
   
RGS Regency Gas Services, a wholly-owned subsidiary of Regency
   
Preferred UnitsETE’s Series A Convertible Preferred Units
Ranch JV Ranch Westex JV LLC
   
Regency Regency Energy Partners LP
   
Regency GPRegency GP LP, the general partner of Regency
Regency LLCRegency GP LLC, the general partner of Regency GP
Regency Preferred Units Regency’s Series A Convertible Preferred Units, the Preferred Units of a Subsidiary
Retail HoldingsETP Retail Holdings LLC, an indirect wholly-owned subsidiary of ETP
  
Sea Robin Sea Robin Pipeline Company, LLC
   
SEC Securities and Exchange Commission
   
Southern Union Southern Union Company
   
Southwest Gas Pan Gas Storage, LLC
   
SUGSSouthern Union Gas Services
Sunoco GP Sunoco Inc.GP LLC, the general partner of Sunoco LP
   
Sunoco Logistics Sunoco Logistics Partners L.P.
Sunoco LPSunoco LP (previously named Susser Petroleum Partners, LP)
   
Sunoco Partners Sunoco Partners LLC, the general partner of Sunoco Logistics
   
SusserSusser Holdings Corporation
TCEQ Texas Commission on Environmental Quality
TitanTitan Energy Partners, L.P.
   
Transwestern Transwestern Pipeline Company, LLC
   
TRRC Texas Railroad Commission
   
Trunkline Trunkline Gas Company, LLC, a subsidiary of Panhandle
   
Trunkline LNGWMB Trunkline LNG Company, LLCThe Williams Companies, Inc.
WPZWilliams Partners, L.P.
   
WTI  West Texas Intermediate Crude
Adjusted EBITDA is a term used throughout this document, which we define as earnings before interest, taxes, depreciation, depletion, amortization and other non-cash items, such as non-cash compensation expense, gains and losses on disposals of assets, the allowance for equity funds used during construction, unrealized gains and losses on commodity risk management activities, non-cash impairment charges, losslosses on extinguishmentextinguishments of debt gain on deconsolidation and other non-operating income or expense items. Unrealized gains and losses on commodity risk management activities includesinclude unrealized gains and losses on commodity derivatives and inventory fair value adjustments (excluding lower of cost or market adjustments). Adjusted EBITDA reflects amounts for less than wholly ownedwholly-owned subsidiaries based on 100% of the subsidiaries’ results of operations and for unconsolidated affiliates based on the Partnership’s proportionate ownership.


v


PART I

ITEM 1.  BUSINESS
Overview
We were formed in September 2002 and completed our initial public offering in February 2006. We are a Delaware limited partnership with common units publicly traded on the NYSE under the ticker symbol “ETE.”
Unless the context requires otherwise, references to “we,” “us,” “our,” the “Partnership” and “ETE” mean Energy Transfer Equity, L.P. and its consolidated subsidiaries, which include ETP, ETP GP, ETP LLC, Regency, Regency GP, Regency LLC, Panhandle (or Southern Union prior to its merger into Panhandle in January 2014), Sunoco,PennTex, Sunoco Logistics, Sunoco LP, and Holdco.Lake Charles LNG. References to the “Parent Company” mean Energy Transfer Equity, L.P. on a stand-alone basis.
In January 2014 and July 2015, the Partnership completed a two-for-one splitsplits of its outstanding common units. All references to units and per unit amounts in this document have been adjusted to reflect the effect of the unit splitsplits for all periods presented.
On March 26, 2012, we acquired all of the outstanding shares of Southern Union and contributed our ownership in Southern Union for a 60% interest in Holdco at the time of ETP’s acquisition of Sunoco on October 5, 2012. On April 30, 2013, ETP acquired ETE’s 60% interest in Holdco.
The Parent Company’s principal sources of cash flow are derived from its direct and indirect investments in the limited partner and general partner interests in ETP and Regency,Sunoco LP, both of which are publicly traded master limited partnerships engaged in diversified energy-related services.services, and the Partnership’s ownership of Lake Charles LNG.
At December 31, 2013,2016, our interests in ETP and RegencySunoco LP consisted of 100% of the respective general partner interests and IDRs, as well as approximately 2.6 million ETP common units and approximately 81.0 million ETP Class H units. We also own 0.1% of Sunoco Partners LLC, the following:
 ETP Regency
Units held by wholly-owned subsidiaries:   
Common units49,551,069
 26,266,791
ETP Class H units50,160,000
 
Units held by less than wholly-owned subsidiaries:   
Common units
 31,372,419
Regency Class F units
 6,274,483
entity that owns the general partner interest and IDRs of Sunoco Logistics, while ETP owns the remaining 99.9% of Sunoco Partners LLC. Additionally, ETE owns 100 ETP Class I Units, the distributions from which offset a portion of IDR subsidies ETE has previously provided to ETP.
The Parent Company’s primary cash requirements are for distributions to its partners, general and administrative expenses, debt service requirements and at ETE’s election, capital contributionsdistributions to ETP and Regency in respect of ETE’s general partner interests in ETP and Regency.its partners. The Parent Company-only assets and liabilities are not available to satisfy the debts and other obligations of subsidiaries. The Parent Company distributes its available cash remaining after satisfaction of the aforementioned cash requirements to its unitholders on a quarterly basis.
We expect our subsidiaries to utilize their resources, along with cash from their operations, to fund their announced growth capital expenditures and working capital needs; however, the Parent Company may issue debt or equity securities from time to time, as we deem prudent to provide liquidity for new capital projects of our subsidiaries or for other partnership purposes.



1vi


Organizational Structure
The following chart summarizes our organizational structure as of December 31, 2013.2016. For simplicity, certain immaterial entities and ownership interests have not been depicted.

(1)


Significant Achievements in 2016 and Beyond
On January 10, 2014, as part of our effort to simplify our structure, Panhandle consummated a merger with Southern Union, the indirect parent of Panhandle, and PEPL Holdings, the sole limited partner of Panhandle, pursuant to which each of Southern Union and PEPL Holdings were merged with and into Panhandle, with Panhandle as the surviving entity.

2


Strategic Transactions
Our significant strategic transactions in 20132016 and beyond included the following, as discussed in more detail herein:
On April 30, 2013, Southern Union completed its contributionIn January 2017, ETE issued 32.2 million common units representing limited partner interests in the Partnership to Regency of all of the issued and outstanding membership interestcertain institutional investors in Southern Union Gathering Company, LLC, and its subsidiaries, including SUGS. The consideration paid by Regency in connection with thisa private transaction consisted of (i) the issuancefor gross proceeds of approximately 31.4$580 million, Regency common units which ETE used to Southern Union, (ii) the issuance of approximately 6.3purchase 15.8 million Regency Class F units to Southern Union, (iii) the distribution of $463 million in cash to Southern Union, net of closing adjustments, and (iv) the payment of $30 million in cash to a subsidiary of ETP.
On April 30, 2013, ETP acquired ETE’s 60% interest in Holdco for approximately 49.5 million of newly issued ETP Common Unitscommon units.
In November 2016, ETP and $1.40 billionSunoco Logistics entered into a merger agreement providing for the acquisition of ETP by Sunoco Logistics in cash, less $68 million of closing adjustments (the “Holdco Acquisition”). As a result, ETP now owns 100% of Holdco. ETE, agreed to forego incentive distributions onunit-for-unit transaction. Under the newly issued ETP units for each of the first eight consecutive quarters beginning with the quarter in which the closingterms of the transaction, occurred and 50%ETP unitholders will receive 1.5 common units of incentive distributions onSunoco Logistics for each common unit of ETP they own. Under the newly issued ETP units for the following eight consecutive quarters. ETP controlled Holdco prior to this acquisition; therefore, the transaction did not constitute a change of control.
On June 24, 2013, ETP completed the exchange of approximately $1.09 billion aggregate principal amount of Southern Union’s outstanding senior notes, comprising 77%terms of the principal amount of the 7.6% Senior Notes due 2024, 89% of the principal amount of the 8.25% Senior Notes due 2029merger agreement, Sunoco Logistics’ general partner will be merged with and 91% of the principal amount of the Junior Subordinated Notes due 2066.  These notes were exchanged for new notes issued byinto ETP GP, with the same coupon rates and maturity dates.
On July 12, 2013, ETP received $346 million in net proceeds from the sale of 7.5 million of its AmeriGas common units, which were received in connection with the Partnership’s contribution of its retail propane operations to AmeriGas in January 2012. In January 2014, ETP sold 9.2 million AmeriGas common units for net proceeds of $381 million.
In September 2013, Southern Union completed its sale of the assets of MGE for an aggregate purchase price of $975 million, net of customary post-closing adjustments. In December 2013, Southern Union completed its sale of the assets of NEG for cash proceeds of $40 million, net of customary post-closing adjustments, and the assumption of $20 million of debt.
In October 2013, La Grange Acquisition, L.P.,GP surviving as an indirect wholly-owned subsidiary of ETP, acquired convenience store operator MACS with a network of approximately 300 company-owned and dealer locations. These operations were reflected in ETP’s retail marketing operations, along with the retail marketing operations owned by Sunoco, beginning in the fourth quarter of 2013.
On October 31, 2013, ETP and ETE exchanged 50.2 million ETP Common Units, owned by ETE, for newly issued Class H Units by ETP that track 50% of the underlying economics of the general partner interest and the IDRs of Sunoco Logistics.
In December 2013, ETE completed a tender offer for a portion of its outstanding 7.50% Senior Notes due 2020. In conjunction with the tender offer, ETE completed a comprehensive refinancing of its existing debt, which included the public offering of $450 million aggregate principal amount of its 5.875% Senior Notes due 2024, a new $1 billion term loan facility, and a new $600 million revolving credit facility. In February 2014, ETE increased the capacity on the ETE Revolving Credit Facility to $800 million and expects to utilize the additional capacity to fund the purchase of $400 million of Regency common units in connection with Regency’s pending Eagle Rock acquisition.
On January 10, 2014, as part of our effort to simplify our structure, Panhandle consummated a merger with Southern Union, the indirect partner of Panhandle, and PEPL Holdings, the sole limited partner of Panhandle, pursuant to which each of Southern Union and PEPL Holdings were merged with and into Panhandle, with Panhandle as the surviving entity.
On February 19, 2014, ETE and ETP completed the transfer to ETE of Trunkline LNG, the entity that owns a LNG regasification facility in Lake Charles, Louisiana, from ETP in exchange for the redemption by ETP of 18.7 million ETP Common Units held by ETE. ThisThe transaction was effective as of January 1, 2014.
In October 2013, Regency entered into a merger agreement with PVR pursuant to which Regency intends to merge with PVR. This merger will be a unit-for-unit transaction plus a one-time $37 million cash payment to PVR unitholders which represents total consideration of $5.6 billion, including the assumption of net debt of $1.8 billion. The PVR Acquisition is expected to enhance our geographic diversity with a strategic presence in the Marcellus and Utica shales in the Appalachian Basin and the Granite Wash in the Mid-Continent region. The PVR Acquisition is expected to close in late March 2014, subject to receiptApril 2017.
On November 1, 2016, ETP acquired certain interests in PennTex from various parties for total consideration of approximately $627 million in ETP units and cash. Through this transaction, ETP acquired a controlling financial interest in PennTex, whose assets complement ETP’s existing midstream footprint in northern Louisiana.
On October 12, 2016, Sunoco LP completed the acquisition of the affirmative vote of a majority of the PVR common units outstanding at a meeting scheduled to be held on March 20, 2014convenience store, wholesale motor fuel distribution, and subject to the satisfaction of other customary closing conditions.

3


In December, 2013, Regency entered into an agreement to purchase Eagle Rock’s midstreamcommercial fuels distribution business for $1.3 billion. This acquisition is expected to complement Regency’s core gathering and processing business and further diversify Regency’s basin exposure in the Texas Panhandle,serving East Texas and South Texas. The Eagle Rock Midstream Acquisition is expectedLouisiana from Denny Oil Company (“Denny”) for approximately $55 million plus inventory on hand at closing, subject to closeclosing adjustments. This acquisition includes six company owned and operated locations, six company-owned and dealer operated locations, wholesale fuel supply contracts for a network of independent dealer-owned and dealer-operated locations, and a commercial fuels business in the second quarter of 2014.
On February 3, 2014, Regency completed its acquisitionEastern Texas and Louisiana markets. As part of the subsidiaries (the “acquired Hoover entities”acquisition, Sunoco LP acquired 13 fee properties, which included the six company operated locations, six dealer operated locations and a bulk plant and an office facility.
In November 2016, Sunoco Logistics completed an acquisition from Vitol, Inc. (“Vitol”) of Hoover Energy that are engagedan integrated crude oil business in West Texas for $760 million plus working capital. The acquisition provides Sunoco Logistics with an approximately 2 million barrel crude oil terminal in Midland, Texas, a crude oil gathering transportation and terminalling, condensate handling, natural gas gathering, treating and processing, and water gathering and disposal servicesmainline pipeline system in the southern DelawareMidland Basin, including a significant acreage dedication from an investment-grade Permian producer, and crude oil inventories related to Vitol's crude oil purchasing and marketing business in West Texas. The consideration paidacquisition also included the purchase of a 50% interest in SunVit Pipeline LLC ("SunVit"), which increased Sunoco Logistics' overall ownership of SunVit to 100%.
In February 2017, Sunoco Logistics formed Permian Express Partners LLC ("PEP"), a strategic joint venture, with ExxonMobil Corp. Sunoco Logistics contributed its Permian Express 1, Permian Express 2 and Permian Longview and Louisiana Access pipelines. ExxonMobil Corp. contributed its Longview to Louisiana and Pegasus pipelines; Hawkins gathering system; an idle pipeline in southern Oklahoma; and its Patoka, Illinois terminal. Sunoco Logistics’ ownership percentage is approximately 85%. Upon commencement of operations on the Bakken Pipeline, Sunoco Logistics will contribute its investment in the project, with a corresponding increase in its ownership percentage in PEP. Sunoco Logistics maintains a controlling financial and voting interest in PEP and is the operator of all of the assets. As such, PEP will be reflected as a consolidated subsidiary of Sunoco Logistics. ExxonMobil Corp.’s interest will be reflected as noncontrolling interest in Sunoco Logistics’ consolidated balance sheet.
On August 31, 2016, Sunoco LP acquired the fuels business (the "Fuels Business") from Emerge Energy Services LP (NYSE: EMES) ("Emerge") for $171million, inclusive of working capital and other adjustments. The Fuels Business comprises Dallas-based Direct Fuels LLC and Birmingham-based Allied Energy Company LLC, both wholly owned subsidiaries of Emerge, and engages in the processing of transmix and the distribution of refined fuels. As part of the acquisition, Sunoco LP acquired two transmix processing plants with attached refined product terminals. Combined, the plants can process over 10,000 barrels per day of transmix, and the associated terminals have over 800,000 barrels of storage capacity.
On August 2, 2016, Bakken Holdings Company LLC, an entity in which ETP indirectly owns a 60% membership interest and Sunoco Logistics indirectly owns a 40% membership interest, agreed to sell a 49% interest in its wholly-owned subsidiary, Bakken Pipeline Investments LLC, to MarEn Bakken Company LLC, an entity jointly owned by Regency in exchangeMarathon Petroleum Corporation and Enbridge Energy Partners, L.P. for the acquired Hoover entities was valued at $282 million (subject to customary post-closing adjustments) and consisted of (i) 4.0 million Regency Common Units issued to Hoover Energy and (ii) $184 million$2.00 billion in cash. A portionThis transaction closed in February 2017. Bakken Pipeline Investments LLC indirectly owns a 75% interest in each of Dakota Access, LLC (“Dakota Access”) and Energy Transfer Crude Oil Company, LLC (“ETCO”). The remaining 25% of each of Dakota Access and ETCO is owned by wholly-owned subsidiaries of Phillips 66. ETP will continue to consolidate Dakota Access and ETCO subsequent to this transaction. Upon closing, ETP and Sunoco Logistics collectively own a 38.25% interest in the Dakota Access Pipeline and Energy Transfer Crude Oil Pipeline projects (collectively, the “Bakken Pipeline”) and MarEn Bakken Company owns 36.75% and Phillips 66 owns 25% in the Bakken Pipeline.

In August 2016, ETP, Sunoco Logistics and Phillips 66 announced the completion of the consideration is being held in escrow as security for certain indemnification claims. Regency financed the cash portionproject-level financing of the purchase price through borrowingsBakken Pipeline. The $2.50 billion credit facility is anticipated to provide substantially all of the remaining capital necessary to complete the projects. As of December 31, 2016, $1.10 billion was outstanding under its revolvingthis credit facility.
On June 22, 2016, Sunoco LP acquired 18 convenience stores serving the upstate New York market from Valentine Stores, Inc. (“Valentine”) for $76 million plus the value of inventory on hand at closing. The acquisition included 19 fee properties (of which 18 are company operated convenience stores and one is a standalone Tim Hortons), one leased Tim Hortons property, and three raw tracts of land in fee for future store development.
On May 2, 2016, Sunoco LP finalized an agreement with the Indiana Toll Road Concession Company to develop and operate 8 travel plazas along the 150-mile toll road. The agreement has a 20-year term with an estimated cost of $31 million. The first series of plaza reconstruction began in the third quarter of 2016, and the total construction period is expected to last two years.
On March 28, 2016, Sunoco LP entered into a Store Development Agreement with Dunkin’ Donuts to be the exclusive developer of Dunkin’ Donuts restaurants in the state of Hawaii for an initial term of eight years. We havecommitted to building and operating 15 Dunkin’ Donuts restaurants at an estimated cost of $20 million. We anticipatethat approximately half the restaurants will be built on existing Aloha-controlled (convenience store/gas station) properties and half will be standalone restaurants developed on properties that will be acquired in the future.
In March 2016, ETP contributed to Sunoco LP its remaining 68.42% interest in Sunoco, LLC and 100% interest in the legacy Sunoco, Inc. retail business for $2.23 billion. Sunoco LP paid $2.20 billion in cash, including a working capital adjustment and issued 5.7 million Sunoco LP common units to Retail Holdings, a wholly-owned subsidiary of the Partnership. The transaction was effective January 1, 2016. In connection with this transaction, the Partnership deconsolidated the legacy Sunoco, Inc. retail business, including goodwill of $1.29 billion and intangible assets of $294 million. The results of Sunoco, LLC and the legacy Sunoco, Inc. retail business’ operations have not been presented as discontinued operations and Sunoco, Inc.’s retail business assets and liabilities have not been presented as held for sale in the Partnership’s consolidated financial statements.
Business Strategy
Our primary business objective is to increase cash available for distributions to our unitholders by actively assisting our subsidiaries in executing their business strategies by assisting in identifying, evaluating and pursuing strategic acquisitions and growth opportunities. In general, we expect that we will allow our subsidiaries the first opportunity to pursue any acquisition or internal growth project that may be presented to us which may be within the scope ourof their operations or business strategies. In the future, we may also support the growth of our subsidiaries through the use of our capital resources, which could involve loans, capital contributions or other forms of credit support to our subsidiaries. This funding could be used for the acquisition by one of our subsidiaries of a business or asset or for an internal growth project. In addition, the availability of this capital could assist our subsidiaries in arranging financing for a project, reducing its financing costs or otherwise supporting a merger or acquisition transaction.
Segment Overview
As a result of the Holdco Acquisition in April 2013, ourOur reportable segments were re-evaluated and currently reflect the following reportable segments:are as follows:
Investment in ETP, including the consolidated operations of ETP;
Investment in Regency,Sunoco LP, including the consolidated operations of Regency;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.
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 businesses within these segments are described below. See Note 15 to our consolidated financial statements for additional financial information about our reportable segments.
Investment in ETP
ETP’s operations include the following:
Intrastate Transportation and Storage Operations
ETP’s natural gas transportation pipelines receive natural gas from other mainline transportation pipelines, storage facilities and gathering systems and deliver the natural gas to industrial end-users, storage facilities, utilities and other pipelines. Through its intrastate transportation and storage Operations,operations, ETP owns and operates approximately 7,8007,900 miles of natural gas transportation pipelines with approximately 14.015.2 Bcf/d of transportation capacity and three natural gas storage facilities located in the state of

Texas. ETP also owns a 49.99% general partner interest in RIGS, a 450-mile intrastate pipeline that delivers natural gas from northwest Louisiana to downstream pipelines and markets.
Through ETC OLP, ETP owns the largest intrastate pipeline system in the United States with interconnects to Texas markets and to major consumption areas throughout the United States. ETP’s intrastate transportation and storage operations focus on the transportation of natural gas to major markets from various prolific natural gas producing areas through connections with other pipeline systems as well as through its Oasis pipeline, its East Texas pipeline, its natural gas pipeline and storage assets that are referred to as the ET Fuel System, and its HPL System, which are described below.
ETP’s intrastate transportation and storage operations results are determined primarily by the amount of capacity its customers reserve as well as the actual volume of natural gas that flows through the transportation pipelines. Under transportation contracts, customers are charged (i) a demand fee, which is a fixed fee for the reservation of an agreed amount of capacity on the transportation pipeline for a specified period of time and which obligates the customer to pay even if the customer does not transport natural gas on the respective pipeline, (ii) a transportation fee, which is based on the actual throughput of natural gas by the customer, (iii) fuel retention based on a percentage of gas transported on the pipeline, or (iv) a combination of the three, generally payable monthly.
ETP also generates revenues and margin from the sale of natural gas to electric utilities, independent power plants, local distribution companies, industrial end-users and other marketing companies on the HPL System. In addition, ETP’s intrastate transportation and storage operations generate revenues from fees charged for storing customers’ working natural gas in ETP’s storage facilities and from margin from managing natural gas for its own account.
Interstate Transportation and Storage Operations
ETP’s natural gas transportation pipelines receive natural gas from other mainline transportation pipelines, storage facilities and gathering systems and deliver the natural gas to industrial end-users, storage facilities, utilities and other pipelines. Through its interstate transportation and storage operations, ETP directly owns and operates approximately 12,800 approximately 11,800 miles of interstate natural gas pipelinepipelines with approximately 11.3

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10.3 Bcf/d of transportation capacity and has a 50% interest in the joint venture that owns the 185-mile Fayetteville Express pipeline and the 500-mile Midcontinent Express pipeline. ETP also owns a 50% interest in Citrus which owns 100% of FGT, an approximately 5,4005,325 mile pipeline system that extends from South Texas through the Gulf Coast to South Florida.
ETP’s interstate transportation and storage operations include Panhandle, which owns and operates a large natural gas open-access interstate pipeline network.  The pipeline network, consisting of the PEPL,Panhandle, Trunkline and Sea Robin transmission systems, serves customers in the Midwest, Gulf Coast and Midcontinent United States with a comprehensive array of transportation and storage services.  In connection with its natural gas pipeline transmission and storage systems, Panhandle has five natural gas storage fields located in Illinois, Kansas, Louisiana, Michigan and Oklahoma.  Southwest Gas operates four of these fields and Trunkline operates one.
ETP also owns a 50% interest in the MEP pipeline system, which is operated by KMI and has the capability to transport up to 1.8 Bcf/d of natural gas.
Gulf States is a small interstate pipeline that uses cost-based rates and terms and conditions of service for shippers wishing to secure capacity for interstate transportation service. Rates charged are largely governed by long-term negotiated rate agreements.
We are currently in the process of converting a portion of the Trunkline gas pipeline to crude oil transportation.
The results from ETP’s interstate transportation and storage operations are primarily derived from the fees ETP earns from natural gas transportation and storage services.
Midstream Operations
The midstream natural gas industry is the link between the exploration and production of natural gas and the delivery of its components to end-use markets. The midstream industry consists of natural gas gathering, compression, treating, processing, storage and transportation, and is generally characterized by regional competition based on the proximity of gathering systems and processing plants to natural gas producing wells and the proximity of storage facilities to production areas and end-use markets.
The natural gas gathering process begins with the drilling of wells into gas-bearing rock formations. Once a well has been completed, the well is connected to a gathering system. Gathering systems generally consist of a network of small diameter pipelines and, if necessary, compression systems, that collects natural gas from points near producing wells and transports it to larger pipelines for further transportation.

Gathering systems are operated at design pressures that will maximize the total throughput from all connected wells. Specifically, lower pressure gathering systems allow wells, which produce at progressively lower field pressures as they age, to remain connected to gathering systems and to continue to produce for longer periods of time. As the pressure of a well declines, it becomes increasingly difficult to deliver the remaining production in the ground against a higher pressure that exists in the connecting gathering system. Field compression is typically used to lower the pressure of a gathering system. If field compression is not installed, then the remaining production in the ground will not be produced because it cannot overcome the higher gathering system pressure. In contrast, if field compression is installed, then a well can continue delivering production that otherwise might not be produced.
Natural gas has a varied composition depending on the field, the formation and the reservoir from which it is produced. Natural gas from certain formations is higher in carbon dioxide, hydrogen sulfide or certain other contaminants. Treating plants remove carbon dioxide and hydrogen sulfide from natural gas to ensure that it meets pipeline quality specifications.
Some natural gas produced by a well does not meet the pipeline quality specifications established by downstream pipelines or is not suitable for commercial use and must be processed to remove the mixed NGL stream. In addition, some natural gas produced by a well, while not required to be processed, can be processed to take advantage of favorable margins for NGLs extracted from the gas stream. Natural gas processing involves the separation of natural gas into pipeline quality natural gas, or residue gas, and a mixed NGL stream.
Through ETP’sits midstream operations, ETP owns and operates approximately 6,700 miles of in service natural gas and NGL gathering pipelines, with approximately 6.0 Bcf/d of gathering capacity, 5 natural gas processing plants, 15 natural gas treating facilities and 3 natural gas conditioning facilities.facilities with an aggregate processing, treating and conditioning capacity of approximately 12.3 Bcf/d. ETP’s midstream operations focus on the gathering, compression, treating, blending, and processing, of natural gas and ourits operations are currently concentrated in major producing basins and shales, including the Austin Chalk trend and Eagle Ford Shale in South and Southeast Texas, the Permian Basin in West Texas and New Mexico, the Barnett Shale and Woodford Shale in North Texas, the Bossier Sands in East Texas, the Marcellus Shale in West Virginia and Pennsylvania, and the Haynesville Shale in East Texas and Louisiana. Many of ETP’s midstream assets are integrated with itsour intrastate transportation and storage assets.
Our midstream operations also include a 60% interest in ELG, which operates natural gas gathering, oil pipeline, and oil stabilization facilities in South Texas, a 33.33% membership interest in Ranch Westex JV LLC, which processes natural gas delivered from the NGLs-rich shale formations in West Texas, a 75% membership interest in ORS, which operates a natural gas gathering system in the Utica shale in Ohio, and a 50% interest in Mi Vida JV, which operates a cryogenic processing plant and related facilities in West Texas, a 51% membership interest in Aqua – PVR, which transports and supplies fresh water to natural gas producers in the Marcellus shale in Pennsylvania, and a 50% interest in Sweeny Gathering LP, which operates a natural gas gathering facility in South Texas.
The results from ETP’s midstream operations are primarily derived from margins ETP earns for natural gas volumes that are gathered, transported, purchased and sold through ETP’s pipeline systems and the natural gas and NGL volumes processed at its processing and treating facilities.
Liquids Transportation and Services Operations
NGL transportation pipelines transport mixed NGLs and other hydrocarbons from natural gas processing facilities to fractionation plants and storage facilities. NGL storage facilities are used for the storage of mixed NGLs, NGL products and petrochemical products owned by third-partiesthird parties in storage tanks and underground wells, which allow for the injection and withdrawal of such products at various times of the year to meet demand cycles. NGL fractionators separate mixed NGL streams into purity products, such as ethane, propane, normal butane, isobutane and natural gasoline.
Through ETP’s NGLliquids transportation and services operations ETP has a 70% interest in Lone Star, which ownsincludes approximately 2,0001,400 miles of NGL pipelines with an aggregate transportation capacity in excess of approximately 388,0001.5 million Bbls/d, threefive NGL processing plants with an aggregate processing capacity of approximately 904 MMcf/d, threeand propane fractionation facilities with an aggregate capacity of 251,000545,000 Bbls/d and NGL storage facilities with aggregate working storage capacity of approximately 4753 million Bbls. TwoFour of ETP’s NGL and propane fractionation facilities and the50 million Bbls of ETP’s NGL storage facilitiescapacity are located at Mont Belvieu, Texas, one NGL fractionation facility is located in Geismar, Louisiana, and theoperations have 3 million Bbls of salt dome storage near Hattiesburg, Mississippi. The NGL pipelines primarily transport NGLs from the Permian and Delaware basins and the Barnett and Eagle Ford Shales to Mont Belvieu. In addition, ETP also owns and operates approximately 274 milesthe 82-mile Rio Bravo crude oil pipeline.
Liquids transportation revenue is principally generated from fees charged to customers under dedicated contracts or take-or-pay contracts. Under a dedicated contract, the customer agrees to deliver the total output from particular processing plants that are connected to the NGL pipeline. Take-or-pay contracts have minimum throughput commitments requiring the customer to pay regardless of whether a fixed volume is transported. Transportation fees are market-based, negotiated with customers and competitive with regional regulated pipelines.

NGL pipelinesfractionation revenue is principally generated from fees charged to customers under take-or-pay contracts. Take-or-pay contracts have minimum payment obligations for throughput commitments requiring the customer to pay regardless of whether a fixed volume is fractionated from raw make into purity NGL products. Fractionation fees are market-based, negotiated with customers and competitive with other fractionators along the Gulf Coast.
NGL storage revenues are derived from base storage fees and throughput fees. Base storage fees are firm take or pay contracts on the volume of capacity reserved, regardless of the capacity actually used. Throughput fees are charged for providing ancillary services, including receipt and delivery and custody transfer fees.
These operations also includes revenues earned from the marketing of NGLs and processing and fractionating refinery off-gas. Marketing of NGLs primarily generates margin from selling ratable NGLs to end users and from optimizing storage assets. Processing and fractionation of refinery off-gas margin is generated from a 50% interest in the Liberty pipeline, an approximately 87-mile NGL pipeline.percentage-of-proceeds of O-grade product sales and income sharing contracts, which are subject to market pricing of olefins and NGLs.
ETP’s Investment in Sunoco Logistics
ETP’s interests in Sunoco Logistics consist of a 2% general partner interest, 100% of the IDRs and 33.567.1 million Sunoco Logistics common units and 9.4 million Sunoco Logistics Class B Units, collectively representing 32%23% of the limited partner interests in Sunoco Logistics as of December 31, 20132016. ETP also owns a 99.9% interest in Sunoco Partners LLC, the entit.y that owns the general partner interest and IDRs in Sunoco Logistics. Because ETP controls Sunoco Logistics through its ownership of the general partner, the operations of Sunoco Logistics are consolidated into the Partnership.ETP.
Sunoco Logistics 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 petroleum products pipelines primarily in the northeast, midwest and southwest regions of the United States. In 2013, Sunoco Logistics initiated the expansion of its operations into the pipeline transportation, acquisition, storage and marketing of NGLs. In addition, Sunoco Logistics has ownershipowns interests in several refined product pipeline joint ventures.
Sunoco Logistics’ crude oil pipelines transportoperations provide transportation, terminalling and acquisition and marketing services to crude oil principally in Oklahomamarkets throughout the southwest, midwest and Texas. Sunoco Logistics’ crude oil pipelines consist ofnortheastern United States. Included within these operations are approximately 4,9006,100 miles of crude oil trunk and gathering pipelines in the southwest and approximately 500 miles ofmidwest United States and equity ownership interests in two crude oil gathering lines that supply the trunk pipelines.

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Sunoco Logistics’ crude oil acquisition and marketing business gathers, purchases, markets and sells crude oil principally in the mid-continent United States, utilizing its fleet of approximately 300 crude oil transport trucks, approximately 130 crude oil truck unloading facilities as well as third-party assets.
Sunoco Logistics’ refined products terminals receive refined products from pipelines, barges, railcars, and trucks and distribute them to third parties and certain affiliates, who in turn deliver them to end-users and retail outlets. Sunoco Logistics’ terminal facilitiesterminalling services operate with an aggregate storage capacity of approximately 4633 million barrels, including the 22approximately 26 million barrelbarrels at its Gulf Coast terminal in Nederland, Texas and approximately 3 million barrels at its Fort Mifflin terminal complex in Pennsylvania. Sunoco Logistics’ crude oil terminal; the 5 million barrel Eagle Point, New Jersey refined productsacquisition and marketing activities utilize its pipeline and terminal assets, its proprietary fleet crude oil terminal;tractor trailers and truck unloading facilities, as well as third-party assets, to service crude oil markets principally in the mid-continent United States.
Sunoco Logistics’ NGLs operations transport, store, and execute acquisition and marketing activities utilizing a complementary network of pipelines, storage and blending facilities, and strategic off-take locations that provide access to multiple NGLs markets. These operations contain approximately 900 miles of NGLs pipelines, primarily related to its Mariner systems located in the northeast and southwest United States. Terminalling services are facilitated by approximately 5 million barrelbarrels of NGLs storage capacity, including approximately 1 million barrels of storage at its Nederland, Texas terminal facility and 3 million barrels at its Marcus Hook, Pennsylvania terminal facility (the “Marcus Hook Industrial Complex”). These operations also carry out Sunoco Logistics’ NGLs blending activities, including utilizing its patented butane blending technology.
Sunoco Logistics’ refined products operations provide transportation and NGL facility;terminalling services, through the use of approximately 391,800 miles of refined products pipelines and approximately 40 active refined products marketing terminals. Sunoco Logistics’ marketing terminals are located primarily in the northeast, midwest and southwest United States; and several refinery terminals located in the northeast United States.
Sunoco Logistics’ refined product pipelines transportStates, with approximately 8 million barrels of refined products including multiple grades of gasoline, middle distillates (such as heating oil, diesel and jet fuel) and LPGs (such as propane and butane) from refineries to markets.storage capacity. Sunoco Logistics’ refined products pipelines consist ofoperations include its Eagle Point facility in New Jersey, which has approximately 2,500 miles6 million barrels of refined product pipelines and joint ventureproducts storage capacity. The operations also include Sunoco Logistics’ equity ownership interests in four refined products pipelinespipeline companies. The operations also perform terminalling activities at Sunoco Logistics’ Marcus Hook Industrial Complex. Sunoco Logistics’ refined products operations utilize its integrated pipeline and terminalling assets, as well as acquisition and marketing activities, to service refined products markets in selected areas ofseveral regions in the United States.
Retail Marketing Operations
ETP’s retail marketing and wholesale distribution business operations consists of the following:
Retail marketing operations consist of the sale of gasoline and middle distillates at retail locations and operation of convenience stores in 24 states, primarily on the east coast and in the midwest region of the United States. The highest concentrations of outlets are located in Connecticut, Florida, Maryland, Massachusetts, Michigan, New Jersey, New York, Ohio, Pennsylvania and Virginia.
Sunoco also engages in the distribution of gasoline (including gasoline blendstocks such as ethanol), distillates, and other petroleum products to wholesalers, retailers and other commercial customers.
ETP’s All Other Operations and Investments
ETP’s other operations and investments include the following:
ETP owns an equity method investment in limited partner units of Sunoco LP consisting of 43.5 million units, representing 44.3% of Sunoco LP’s total outstanding common units.

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. (“The Carlyle Group”), which owns a refinery in Philadelphia.
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.
ETP owns all of the outstanding equity interests of a natural gas compression equipment business with operations in Arkansas, California, Colorado, Louisiana, New Mexico, Oklahoma, Pennsylvania and Texas.
ETP owns 100% of the membership interests of Energy Transfer Group, L.L.C. (“ETG”),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.
ETP owns alla 40% interest in the parent of the outstanding equity interestsLCL, which is developing a LNG liquefaction project.
ETP owns and operates a fleet of acompressors used to provide turn-key natural gas compression services for customer specific systems. ETP also owns and operates a fleet of equipment business with operations in Arkansas, California, Colorado, Louisiana, New Mexico, Oklahoma, Pennsylvaniaused to provide treating services, such as carbon dioxide and Texas.hydrogen sulfide removal, natural gas cooling, dehydration and BTU management.
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 Coal Handling, which owns common unitsand operates end-user coal handling facilities.
ETP also owns PEI Power Corp. and PEI Power II, which own and operate a facility in AmeriGas,Pennsylvania that generates a publicly traded companytotal of 75 megawatts of electrical power.
Investment in Sunoco LP
Sunoco LP is engaged in retail propane marketing. ETP acquired this interest when it contributedsale of motor fuels and merchandise through its company-operated convenience stores and retail fuel sites, as well as the wholesale distribution of motor fuels to convenience stores, independent dealers, commercial customers and distributors.
Wholesale Operations
Sunoco LP is a wholesale distributor of motor fuels and other petroleum products which Sunoco LP supplies to its retail propane operations, to AmeriGasthird-party dealers and distributors, to independent operators of consignment locations and other consumers of motor fuel. Also included in January 2012. the wholesale operations are transmix processing plants and refined products terminals. Transmix is the mixture of various refined products (primarily gasoline and diesel) created in the supply chain (primarily in pipelines and terminals) when various products interface with each other. Transmix processing plants separate this mixture and return it to salable products of gasoline and diesel.
Sunoco LP is the exclusive wholesale supplier of the iconic Sunoco branded motor fuel, supplying an extensive distribution network of approximately 5,335 Sunoco-branded company and third-party operated locations throughout the East Coast, Midwest and Southeast regions of the United States, including approximately 235 company operated Sunoco-branded locations in Texas. Sunoco LP believes it is one of the largest independent motor fuel distributors by gallons in Texas and one of the largest distributors of Chevron, Exxon, and Valero branded motor fuel in the United States. In addition to distributing motor fuels, Sunoco LP also distributes other petroleum products such as propane and lubricating oil, and Sunoco LP receives rental income from real estate that it leases or subleases.
Sunoco LP purchases motor fuel primarily from independent refiners and major oil companies and distribute it across more than 30 states throughout the East Coast, Midwest and Southeast regions of the United States, as well as Hawaii to approximately:
1,345 company-operated convenience stores and fuel outlets;
165 independently operated consignment locations where we sell motor fuel under consignment arrangements to retail customers;

5,550 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
2,130 other commercial customers, including unbranded convenience stores, other fuel distributors, school districts and municipalities and other industrial customers.
Retail Operations
As of December 31, 2013, ETP owned common units representing2016, Sunoco LP’s retail operations operated approximately 24%1,345 convenience stores and retail fuel outlets. Our retail convenience stores operate under several brands, including Sunoco’s proprietary brands Stripes, APlus, and Aloha Island Mart, and offer a broad selection of AmeriGas’ outstanding common unitsfood, beverages, snacks, grocery and followingnon-food merchandise, motor fuel and other services. We have company operated sites in more than 20 states, with a salesignificant presence in Texas, Pennsylvania, New York, Florida, Virginia and Hawaii.
As of December 31, 2016, Sunoco LP operated approximately 740 Stripes convenience stores in Texas, New Mexico, Oklahoma and Louisiana. Each store offers a portioncustomized merchandise mix based on local customer demand and preferences. Sunoco LP has built approximately 255 large-format convenience stores from January 2000 through December 31, 2016. Sunoco LP has implemented our proprietary, in-house Laredo Taco Company restaurant concept in approximately 470 Stripes convenience stores and intend to implement it in all newly constructed Stripes convenience stores. Sunoco LP also owns and operates ATM and proprietary money order systems in most Stripes stores and provide other services such as lottery, prepaid telephone cards, wireless services and car washes.
As of these unitsDecember 31, 2016, Sunoco LP operated approximately 445 retail convenience stores and fuel outlets, primarily under Sunoco’s proprietary and iconic Sunoco fuel brand, and principally located in Pennsylvania, New York and Florida, including approximately 400 APlus convenience stores. Sunoco Retail's convenience stores offer a publicbroad selection of food, beverages, snacks, grocery, and non-food merchandise, as well as motor fuel and other services such as ATM's, money orders, lottery, prepaid telephone cards, and wireless services.
As of December 31, 2016, Sunoco LP operated approximately 160 MACS and Aloha convenience stores and fuel outlets in Virginia, Maryland, Tennessee, Georgia, and Hawaii offering merchandise, food service, motor fuel and other services. As of December 31, 2016, MACS operated approximately 110 company-operated retail convenience stores and Aloha operated approximately 50 Aloha, Shell, and Mahalo branded fuel stations.
Investment in January 2014, ETP owns 12.9 million AmeriGas common units representing approximately 14%Lake Charles LNG
Lake Charles LNG provides terminal services for shippers by receiving LNG at the facility for storage and delivering such LNG to shippers, either in liquid state or gaseous state after regasification. Lake Charles LNG derives all of AmeriGas’ outstanding common units.its revenue from a series of long term contracts with a wholly-owned subsidiary of BG Group plc (“BG”).
Southern Union previously had operations providing local distributionLake Charles LNG is currently developing a natural gas liquefaction facility with BG for the export of LNG. In December 2015, Lake Charles LNG received authorization from the FERC to site, construct, and operate facilities for the liquefaction and export of natural gas. On February 15, 2016, Royal Dutch Shell plc completed its acquisition of BG. Shell announced in the second quarter of 2016 that they will delay making a final investment decision (“FID”) for the Lake Charles LNG project and Shell has not advised LCL of any change in the status of the project. In the event that each of LCL and Shell elect to make an affirmative FID, construction of the project would be expected to commence promptly thereafter and first LNG exports would commence about four years later.

Asset Overview
Investment in ETP
The descriptions below include summaries of significant assets within ETP’s operations. Amounts, such as capacities, volumes and miles included in the descriptions below are approximate and are based on information currently available; such amounts are subject to change based on future events or additional information.
The following details the assets in ETP’s operations:
Intrastate Transportation and Storage
The following details pipelines and storage facilities in ETP’s intrastate transportation and storage operations:
Description of Assets Ownership Interest
(%)
 Miles of Natural Gas Pipeline 
Pipeline Throughput Capacity
(Bcf/d)
 
Working Storage Capacity
(Bcf/d)
ET Fuel System 100% 2,780
 5.2
 11.2
Oasis Pipeline 100% 750
 2.3
 
HPL System 100% 3,900
 5.3
 52.5
East Texas Pipeline 100% 460
 2.4
 
RIGS Haynesville Partnership Co. 49.99% 450
 2.1
 
The following information describes ETP’s principal intrastate transportation and storage assets:
The ET Fuel System serves some of the most prolific production areas in the United States and is comprised of intrastate natural gas in Missouripipeline and Massachusetts.related natural gas storage facilities. The operations were conducted through the Southern Union’s operating divisions:  MGEET Fuel System has many interconnections with pipelines providing direct access to power plants, other intrastate and NEG. Both of these operating divisions were disposed of in 2013.
Sunoco owns an approximate 33% non-operating interest in PES, a refining joint venture with The Carlyle Group, L.P. (“The Carlyle Group”), which owns a refinery in Philadelphia. Sunocointerstate pipelines, and has a supply contract for gasolinebi-directional capabilities. It is strategically located near high-growth production areas and diesel produced at the refinery for its retail marketing business.
ETP owns an investment in Regency relatedprovides access to the Regency commonWaha Hub near Midland, Texas, the Katy Hub near Houston, Texas and Class F units received by Southern Unionthe Carthage Hub in exchange of its interest in Southern Union Gathering Company, LLC to Regency on April 30, 2013.
ETP conducts marketing operations in which it marketsEast Texas, the three major natural gas that flows through its gathering and intrastate transportation assets, referred to as on-system gas.

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Investmenttrading centers in RegencyTexas.
Regency’s operations include the following:
Gathering and Processing Operations
Regency provides “wellhead-to-market” services to producers ofThe ET Fuel System also includes ETP’s Bethel natural gas storage facility, with a working capacity of 6.0 Bcf, an average withdrawal capacity of 300 MMcf/d and an injection capacity of 75 MMcf/d, and our Bryson natural gas storage facility, with a working capacity of 5.2 Bcf, an average withdrawal capacity of 120 MMcf/d and an average injection capacity of 96 MMcf/d. Storage capacity on the ET Fuel System is contracted to third parties under fee-based arrangements that extend through 2023.
In addition, the ET Fuel System is integrated with ETP’s Godley processing plant which include transporting rawgives ETP the ability to bypass the plant when processing margins are unfavorable by blending the untreated natural gas from the wellhead through gathering systems, processing rawNorth Texas System with natural gas on the ET Fuel System while continuing to separate NGLsmeet pipeline quality specifications.
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.
The Oasis pipeline is integrated with ETP’s Southeast Texas System and is an important component to maximizing our Southeast Texas System’s profitability. The Oasis pipeline enhances the Southeast Texas System by (i) providing access for natural gas on the Southeast Texas System to other third-party supply and market points and interconnecting pipelines and (ii) allowing us to bypass our processing plants and treating facilities on the Southeast Texas System when processing margins are unfavorable by blending untreated natural gas from the rawSoutheast Texas System with gas on the Oasis pipeline while continuing to meet pipeline quality specifications.
The HPL System is an extensive network of intrastate natural gas pipelines, an underground Bammel storage reservoir and selling or delivering the pipeline-qualityrelated 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 NGLsthe western Gulf of Mexico, and is directly connected to variousmajor 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 in Texas including a strong presence in the key Houston Ship Channel and Katy Hub markets, andallowing us to play an important role in the Texas natural gas markets. The HPL System also offers its shippers off-system opportunities due to its numerous

interconnections with other pipeline systems, its direct access to multiple market hubs at Katy, the Houston Ship Channel and Agua Dulce, as well as our Bammel storage facility.
The Bammel storage facility has a total working gas capacity of approximately 52.5 Bcf, a peak withdrawal rate of 1.3 Bcf/d and a peak injection rate of 0.6 Bcf/d. The Bammel storage facility is located near the Houston Ship Channel market area and the gatheringKaty Hub, and is ideally suited to provide a physical backup for on-system and off-system customers. As of oil (crude and/or condensate, a lighter oil) received from producers. These operations alsoDecember 31, 2016, ETP had approximately 10.8 Bcf committed under fee-based arrangements with third parties and approximately 36.9 Bcf stored in the facility for ETP’s own account.
The East Texas Pipeline connects three treating facilities, one of which ETP owns, with our 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 Edwards Lime Gathering LLCthe 36-inch East Texas extension to connect our Reed compressor station in Freestone County to our Grimes County compressor station, the 36-inch Katy expansion connecting Grimes to the Katy Hub, and Regency’s 33.33% membership interest in Ranch JV, which processes natural gas delivered from the NGLs-rich Bone Spring and Avalon shale formations in West Texas. Regency completed its acquisition of SUGS on April 30, 2013 which was a transaction between entities under common control. Therefore, Regency’s Gathering and Processing operations amounts have been retrospectively adjusted42-inch Southeast Bossier pipeline connecting our Cleburne to reflectCarthage pipeline to the SUGS Acquisition beginning March 26, 2012, the date upon which common control began.HPL System.
Natural Gas Transportation Operations
Regency owns a 49.99% general partner interest in HPC, which owns RIGS is a 450-mile intrastate pipeline that delivers natural gas from northwest Louisiana to downstream pipelines and markets, andmarkets. The Partnership owns a 50% membership49.99% general partner interest in MEP,RIGS.
Interstate Transportation and Storage
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% 5,325
 3.1
 
Transwestern Pipeline 100% 2,600
 2.1
 
Panhandle Eastern Pipe Line 100% 6,000
 2.8
 83.9
Trunkline Gas Pipeline 100% 2,000
 0.9
 13.0
Tiger Pipeline 100% 195
 2.4
 
Fayetteville Express Pipeline 50% 185
 2.0
 
Sea Robin Pipeline 100% 1,000
 2.0
 
Midcontinent Express Pipeline 50% 500
 1.8
 
Gulf States 100% 10
 0.1
 
The following information describes ETP’s principal interstate transportation and storage assets:
The Florida Gas Transmission Pipeline (“FGT”) is an open-access interstate pipeline system with a mainline capacity of 3.1 Bcf/d and approximately 5,325 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 ownsprovide 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 500-mile50/50 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 gas sources from the San Juan Basin and surrounding producing areas can be delivered eastward to Texas intrastate and mid-continent connecting pipelines and natural gas market hubs as well as westward to markets in Arizona, Nevada and California. Transwestern’s Phoenix Lateral Pipeline, with a throughput capacity of 660 MMcf/d, connects the Phoenix area to the Transwestern mainline. Transwestern’s customers include local distribution companies, producers, marketers, electric power generators and industrial end-users.
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 our 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 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 Pipe Line systemPipeline System in Butler, Alabama. These operations also include The Midcontinent Express Pipeline is owned by a 50/50 joint venture with KMI.
Gulf States which owns a 10-mile interstate pipeline that extends from Harrison County, Texas to Caddo Parish, Louisiana.
Midstream
The following details our assets in the midstream operations:
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
 930
Ark-La-Tex Region 1,025
 1,186
North Central Texas Region 740
 1,120
Permian Region 1,743
 1,580
Mid-Continent Region 885
 20
Eastern Region 
 70
The following information describes our principal midstream assets:
South Texas Region:
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 rich gas that flows through ETP’s gathering system to produce residue gas and NGLs. Residue gas is delivered into our intrastate pipelines and NGLs are delivered into ETP’s NGL Services Operationspipelines to Lone Star.
RegencyETP’s treating facilities remove carbon dioxide and hydrogen sulfide from natural gas gathered into ETP’s system before the natural gas is introduced to transportation pipelines to ensure that the gas meets pipeline quality specifications.
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 one natural gas treating facility with capacity of 930 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.

Ark-La-Tex Region:
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 our 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 our 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.
North Central Texas Region:
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 740 MMcf/d and aggregate treating capacity of 1,120 MMcf/d. The Godley plant is integrated with the ET Fuel System.
Permian Region:
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 our 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 1,418 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 30%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.
Mid-Continent Region:
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. Our 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 our 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.
Eastern Region:
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.
Liquids Transportation and Services
The following details ETP’s assets in the liquids transportation and services operations:
Description of Assets Miles of Liquids Pipeline 
Pipeline Throughput Capacity
(Bbls/d)
 
NGL Fractionation / Processing Capacity
(Bbls/d)
 
Working Storage Capacity
(Bbls)
Liquids Pipelines:        
Lone Star Express 532
 507,000
 
 
West Texas Gateway Pipeline 570
 240,000
 
 
Other NGL Pipelines 356
 691,000
 
 
Liquids Fractionation and Services Facilities:        
Mont Belvieu Facilities 185
 42,000
 520,000
 50,000,000
Sea Robin Processing Plant1
 
 
 26,000
 
Refinery Services1
 100
 
 25,000
 
Hattiesburg Storage Facilities 
 
 
 3,000,000
(1)
Additionally, the Sea Robin Processing Plant and Refinery Services have residue capacities of 850 MMcf/d and 54 MMcf/d, respectively.
The following information describes ETP’s principal liquids transportation and services assets:
The Lone Star Express System is an intrastate 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.
Other NGL pipelines include the 127-mile Justice pipeline with ETP owningcapacity of 375,000 Bbls/d, the 45-mile Freedom pipeline with a capacity of 56,000 Bbls/d, the 15-mile Spirit pipeline with a capacity of 20,000 Bbls/d, the 82-mile Rio Bravo crude oil pipeline with a capacity of 100,000 Bbls/d and a 50% interest in the 87-mile Liberty pipeline with a capacity of 140,000 Bbls/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.
Sea Robin is a rich gas processing plant located on the Sea Robin Pipeline in southern Louisiana. The plant, which 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 and O-grade NGL fractionation complex located along the Mississippi River refinery corridor in southern Louisiana that cryogenically processes refinery off-gas and fractionates the O-grade NGL stream into its higher value components. The O-grade fractionator, located in Geismar, Louisiana, is connected by approximately 100 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.
Investment in Sunoco Logistics
The following details the assets in ETP’s investment in Sunoco Logistics:
Crude Oil
Sunoco Logistics’ crude oil operations consist of an integrated set of pipeline, terminalling, and acquisition and marketing assets that service the movement of crude oil from producers to end-user markets.
Crude Oil Pipelines
Sunoco Logistics’ crude oil pipelines consist of approximately 6,100 miles of crude oil trunk and gathering pipelines in the southwest and midwest United States, including Sunoco Logistics’ wholly-owned interests in West Texas Gulf and Permian Express Terminal LLC (“PET”), and a controlling financial interest in Mid-Valley Pipeline Company ("Mid-Valley"). Additionally, Sunoco Logistics has equity ownership interests in two crude oil pipelines. Sunoco Logistics’ pipelines provide access to several trading hubs, including the largest trading hub for crude oil in the United States located in Cushing, Oklahoma, and other trading hubs located in Midland, Colorado City and Longview, Texas. Sunoco Logistics’ crude oil pipelines also deliver to and connect with other pipelines that deliver crude oil to a number of refineries.
Southwest United States Pipelines. The Southwest pipelines include crude oil trunk pipelines and crude oil gathering pipelines in Texas and Oklahoma. This includes the Permian Express 2 pipeline project which provides takeaway capacity from the Permian Basin, with origins in multiple locations in Western Texas: Midland, Garden City and Colorado City. Sunoco Logistics’ fourth quarter 2016 acquisition of a West Texas crude oil system from Vitol Inc. and the remaining 70% membershipownership interest in PET facilitates connection of its Permian Express 2 pipeline to terminal assets in Midland and Garden City, Texas.
In the third quarter 2016, Sunoco Logistics commenced operations on the Delaware Basin Extension and Permian Longview and Louisiana Extension pipeline projects. The Delaware Basin Extension pipeline project provides shippers with new takeaway capacity from the rapidly growing Delaware Basin area in New Mexico and West Texas to Midland, Texas. The project has initial capacity to transport approximately 100,000 Bbls/d. The Permian Longview and Louisiana Extension pipeline project provides takeaway capacity for approximately 100,000 Bbls/d additional out of the Permian Basin at Midland, Texas to be transported to the Longview, Texas area as well as destinations in Louisiana utilizing a combination of our proprietary crude oil system as well as third-party pipelines.
Sunoco Logistics owns and operates crude oil pipeline and gathering systems in Oklahoma. Sunoco Logistics has the ability to deliver substantially all of the crude oil gathered on its Oklahoma system to Cushing. Sunoco Logistics is one of the largest purchasers of crude oil from producers in the state, and its crude oil acquisition and marketing activities business is the primary shipper on its Oklahoma crude oil system.
Midwest United States Pipelines. Sunoco Logistics owns a controlling financial interest in 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.
In addition, Sunoco Logistics owns a crude oil pipeline that runs from Marysville, Michigan to Toledo, Ohio, and a truck injection point for local production at Marysville. This pipeline receives crude oil from the Enbridge pipeline system for delivery to refineries located in Toledo, Ohio and to Marathon Petroleum Corporation’s Samaria, Michigan tank farm, which supplies its refinery in Detroit, Michigan.

Crude Oil Terminals
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 barrels in approximately 150 above ground storage tanks with individual capacities of up to 660,000 Bbls.
The Nederland terminal can receive crude oil at each of its five ship docks and four barge berths. The five ship docks are capable of receiving over 2 million Bbls/d of crude oil. In addition to Sunoco Logistics’ crude oil pipelines, the terminal can also receive crude oil through a number of other pipelines, including the DOE. The DOE pipelines connect the terminal to the United States Strategic Petroleum Reserve’s West Hackberry caverns at Hackberry, Louisiana and Big Hill near Winnie, Texas, which have an aggregate storage capacity of approximately 395 million barrels.
The Nederland Terminal can deliver crude oil and other petroleum products via pipeline, barge and ship. The terminal has two ship docks and three barge berths that are capable of delivering crude oils for international transport. In total, the terminal is capable of delivering over 2 million Bbls/d of crude oil to Sunoco Logistics’ crude oil pipelines or a number of third-party pipelines including the DOE. The Nederland terminal generates crude oil revenues primarily by providing term or spot storage services and throughput capabilities to a number of customers.
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.
The Fort Mifflin terminal contains two ship docks with freshwater drafts and a total storage capacity of approximately 570,000 Bbls. Crude oil and some refined products enter the Fort Mifflin terminal primarily from marine vessels on the Delaware River. One Fort Mifflin dock is designed to handle crude oil from very large crude carrier-class tankers and smaller crude oil vessels. The other dock can accommodate only smaller crude oil vessels.
The Hog Island wharf is located next to the Fort Mifflin terminal on the Delaware River and receives crude oil via two ship docks, one of which can accommodate crude oil tankers and smaller crude oil vessels, and the other of which can accommodate some smaller crude oil vessels.
The Darby Creek tank farm is a primary crude oil storage terminal for the Philadelphia refinery, which is operated by PES under a joint venture with Sunoco, Inc. This facility has a total storage capacity of approximately 3 million barrels. Darby Creek receives crude oil from the Fort Mifflin terminal and Hog Island wharf via Sunoco Logistics’ pipelines. The tank farm then stores the crude oil and transports it to the PES refinery via Sunoco Logistics’ pipelines.
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 barrels and can receive crude oil via barge and rail and deliver via 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 barrels of crude oil storage, a combined 14 lanes of truck loading and unloading, and will provide access to the Permian Express 2 transportation system.
Crude Oil Acquisition and Marketing
Sunoco Logistics’ crude oil acquisition and marketing activities include the gathering, purchasing, marketing and selling of crude oil primarily in the mid-continent United States. The operations are conducted using Sunoco Logistics’ assets, which include approximately 370 crude oil transport trucks and approximately 150 crude oil truck unloading facilities, as well as third-party truck, rail and marine assets. Specifically, the crude oil acquisition and marketing activities include:
purchasing crude oil at both the wellhead from producers, and in bulk from aggregators at major pipeline interconnections and trading locations;
storing inventory during contango market conditions (when the price of crude oil for future delivery is higher than current prices);

buying and selling crude oil of different grades, at different locations in order to maximize value;
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
marketing crude oil to major integrated oil companies, independent refiners and resellers through various types of sale and exchange transactions.
In November 2016, Sunoco Logistics purchased a crude oil acquisition and marketing business from Vitol, with operations based in the Permian Basin, Texas. Included in the acquisition was a significant acreage dedication from an investment-grade Permian producer.
Natural Gas Liquids
Sunoco Logistics’ natural gas liquids operations transport, store, and execute acquisition and marketing activities utilizing an integrated network of pipeline assets, storage and blending facilities, and strategic off-take locations that provide access to multiple NGL markets.
NGL Pipelines
Sunoco Logistics owns approximately 900 miles of NGLs pipelines, primarily related to the Mariner systems in the northeast and southwest United States.
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 our 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 345,000 Bbls/d for interstate and intrastate propane, ethane and butane service, and is expected to commence operations in the third quarter of 2017.
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 Sunoco Logistics’ marine terminal in Nederland, Texas. The pipeline has a capacity of approximately 200,000 Bbls/d and can be scaled depending on shipper interest.
The Mariner West pipeline provides transportation of ethane products from the Marcellus shale processing and fractionating areas in Houston, Texas, Pennsylvania to Marysville, Michigan and the Canadian border. Mariner West commenced operations in the fourth quarter 2013, with capacity to transport approximately 50,000 Bbls/d of NGLs and other products.
NGLs Terminals
Nederland. In addition to crude oil activities, the Nederland terminal also provides approximately 1 million barrels 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 delivered via ship.
Marcus Hook Industrial Complex. In 2013, Sunoco Logistics acquired Sunoco, Inc.’s Marcus Hook Industrial Complex. The acquisition included terminalling and storage assets, with a capacity of approximately 3 million barrels of NGL storage capacity in underground caverns, and related commercial agreements. The facility can receive NGLs 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.
Inkster. The Inkster terminal, located near Detroit, Michigan, consists of multiple salt caverns with a total storage capacity of approximately 1 million barrels of NGLs. Sunoco Logistics 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.
NGLs Acquisition & Marketing
Sunoco Logistics’ NGLs acquisition and marketing activities include the acquisition, blending, marketing and selling of such products at Sunoco Logistics’ various terminals and third-party facilities.

Refined Products
Sunoco Logistics’ refined products operations provide transportation and terminalling services using an integrated network of pipeline assets and refined products terminals, which are also utilized to facilitate acquisition and marketing activities. The operations also include equity ownership interests in four refined products pipelines.
Refined Products Pipelines
Sunoco Logistics owns and operates approximately 1,800 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 Sunoco Logistics’ 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.
Refined Products Terminals
Refined Products. Sunoco Logistics has approximately 40 refined products terminals with an aggregate storage capacity of approximately 8 million barrels 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.
Eagle Point. In additional 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 barrels, and provides customers with access to the facility via barge and pipeline. The terminal can deliver via 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.
Marcus Hook Industrial Complex. The Marcus Hook Industrial Complex can receive refined products via marine vessel, pipeline, truck and rail, and can deliver via marine vessel, pipeline and truck. The terminal has a total active refined products storage capacity of approximately 2 million barrels.
Marcus Hook Tank Farm. The Marcus Hook Tank Farm has a total refined products storage capacity of approximately 2 million barrels 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 Sunoco Logistics’ refined products pipelines.
Refined Products Acquisition and Marketing
Sunoco Logistics’ refined products acquisition and marketing activities include the acquisition, marketing and selling of bulk refined products such as gasoline products and distillates. These activities utilize Sunoco Logistics’ refined products pipeline and terminal assets, as well as third-party assets and facilities.
All Other
Equity Method Investments
Sunoco LP. ETP has an equity method investment in limited partnership units of Sunoco LP consisting of 43.5 million units, representing 44.3% of Sunoco LP’s total outstanding common units.
PES. ETP has a non-controlling interest in PES, comprising 33% of PES’ outstanding common units.

Contract Services Operations
Regency owns and operates a fleet of compressors used to provide turn-key natural gas compression services for customer specific systems. Regency also owns and operates a fleet of equipment used to provide treating services, such as carbon dioxide and hydrogen sulfide removal, natural gas cooling and dehydration.
Asset Overview
Investment in ETPSunoco Logistics
The following details the assets in ETP’s operations:investment in Sunoco Logistics:
Intrastate TransportationCrude Oil
Sunoco Logistics’ crude oil operations consist of an integrated set of pipeline, terminalling, and Storageacquisition and marketing assets that service the movement of crude oil from producers to end-user markets.
The following detailsCrude Oil Pipelines
Sunoco Logistics’ crude oil pipelines and storage facilities in ETP’s intrastate transportation and storage operations:
ET Fuel System
Capacityconsist of 5.2 Bcf/d
Approximately 2,870approximately 6,100 miles of natural gas pipeline
Two storage facilities with 12.4 Bcf of total working gas capacity
Bi-directional capabilities
The ET Fuel System serves some ofcrude oil trunk and gathering pipelines in the most prolific production areassouthwest and midwest United States, including Sunoco Logistics’ wholly-owned interests in West Texas Gulf and Permian Express Terminal LLC (“PET”), and a controlling financial interest in Mid-Valley Pipeline Company ("Mid-Valley"). Additionally, Sunoco Logistics has equity ownership interests in two crude oil pipelines. Sunoco Logistics’ pipelines provide access to several trading hubs, including the largest trading hub for crude oil in the United States located in Cushing, Oklahoma, and is comprisedother trading hubs located in Midland, Colorado City and Longview, Texas. Sunoco Logistics’ crude oil pipelines also deliver to and connect with other pipelines that deliver crude oil to a number of intrastate natural gasrefineries.
Southwest United States Pipelines. The Southwest pipelines include crude oil trunk pipelines and crude oil gathering pipelines in Texas and Oklahoma. This includes the Permian Express 2 pipeline project which provides takeaway capacity from the Permian Basin, with origins in multiple locations in Western Texas: Midland, Garden City and Colorado City. Sunoco Logistics’ fourth quarter 2016 acquisition of a West Texas crude oil system from Vitol Inc. and the remaining ownership interest in PET facilitates connection of its Permian Express 2 pipeline to terminal assets in Midland and Garden City, Texas.
In the third quarter 2016, Sunoco Logistics commenced operations on the Delaware Basin Extension and Permian Longview and Louisiana Extension pipeline projects. The Delaware Basin Extension pipeline project provides shippers with new takeaway capacity from the rapidly growing Delaware Basin area in New Mexico and West Texas to Midland, Texas. The project has initial capacity to transport approximately 100,000 Bbls/d. The Permian Longview and Louisiana Extension pipeline project provides takeaway capacity for approximately 100,000 Bbls/d additional out of the Permian Basin at Midland, Texas to be transported to the Longview, Texas area as well as destinations in Louisiana utilizing a combination of our proprietary crude oil system as well as third-party pipelines.
Sunoco Logistics owns and operates crude oil pipeline and related natural gas storage facilities. The ET Fuel Systemgathering systems in Oklahoma. Sunoco Logistics has many interconnections with pipelines providing direct access to power plants, other intrastate and interstate pipelines and 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.
The ET Fuel System also includes ETP’s Bethel natural gas storage facility, with a working capacity of 6.4 Bcf, an average withdrawal capacity of 300 MMcf/d and an injection capacity of 75 MMcf/d, and ETP’s Bryson natural gas storage facility, with a working capacity of 6.0 Bcf, an average withdrawal capacity of 120 MMcf/d and an average injection capacity of 96 MMcf/d. All of ETP’s storage capacity on the ET Fuel System is contracted to third parties under fee-based arrangements that extend through 2015.

7


In addition, the ET Fuel System is integrated with ETP’s Godley processing plant which gives ETP the ability to bypassdeliver substantially all of the plant when processing margins are unfavorable by blendingcrude oil gathered on its Oklahoma system to Cushing. Sunoco Logistics is one of the untreated natural gaslargest purchasers of crude oil from producers in the state, and its crude oil acquisition and marketing activities business is the primary shipper on its Oklahoma crude oil system.
Midwest United States Pipelines. Sunoco Logistics owns a controlling financial interest in 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.
In addition, Sunoco Logistics owns a crude oil pipeline that runs from Marysville, Michigan to Toledo, Ohio, and a truck injection point for local production at Marysville. This pipeline receives crude oil from the North Texas System with natural gasEnbridge pipeline system for delivery to refineries located in Toledo, Ohio and to Marathon Petroleum Corporation’s Samaria, Michigan tank farm, which supplies its refinery in Detroit, Michigan.

Crude Oil Terminals
Nederland. The Nederland terminal, located on the ET Fuel System while continuingSabine-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 barrels in approximately 150 above ground storage tanks with individual capacities of up to meet pipeline quality specifications.660,000 Bbls.
Oasis Pipeline
Capacity of 1.2 Bcf/d
Approximately 600 miles of natural gas pipeline
Connects Waha to Katy market hubs
Bi-directional capabilities
The Oasis pipeline is primarily a 36-inch natural gas pipeline. It has bi-directional capability with approximately 1.2 Bcf/Nederland terminal can receive crude oil at each of its five ship docks and four barge berths. The five ship docks are capable of receiving over 2 million Bbls/d of throughputcrude oil. In addition to Sunoco Logistics’ crude oil pipelines, the terminal can also receive crude oil through a number of other pipelines, including the DOE. The DOE pipelines connect the terminal to the United States Strategic Petroleum Reserve’s West Hackberry caverns at Hackberry, Louisiana and Big Hill near Winnie, Texas, which have an aggregate storage capacity moving west-to-eastof approximately 395 million barrels.
The Nederland Terminal can deliver crude oil and greater than 750 MMcf/other petroleum products via pipeline, barge and ship. The terminal has two ship docks and three barge berths that are capable of delivering crude oils for international transport. In total, the terminal is capable of delivering over 2 million Bbls/d of crude oil to Sunoco Logistics’ crude oil pipelines or a number of third-party pipelines including the DOE. The Nederland terminal generates crude oil revenues primarily by providing term or spot storage services and throughput capacity moving east-to-west. capabilities to a number of customers.
Fort Mifflin. The Oasis pipeline has many interconnections with other pipelines, power plants, processing facilities, municipalitiesFort Mifflin terminal complex is located on the Delaware River in Philadelphia, Pennsylvania and producers.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.
The Oasis pipeline is integratedFort Mifflin terminal contains two ship docks with ETP’s Southeast Texas Systemfreshwater drafts and is an important component to maximizing ETP’s Southeast Texas System’s profitability. The Oasis pipeline enhancesa total storage capacity of approximately 570,000 Bbls. Crude oil and some refined products enter the Southeast Texas System by (i) providing access for natural gasFort Mifflin terminal primarily from marine vessels on the Southeast Texas SystemDelaware River. One Fort Mifflin dock is designed to handle crude oil from very large crude carrier-class tankers and smaller crude oil vessels. The other third party supply and market points and interconnecting pipelines and (ii) allowing ETPdock can accommodate only smaller crude oil vessels.
The Hog Island wharf is located next to bypass ETP’s processing plants and treating facilitiesthe Fort Mifflin terminal on the Southeast Texas System when processing margins are unfavorable by blending untreated natural gas fromDelaware River and receives crude oil via two ship docks, one of which can accommodate crude oil tankers and smaller crude oil vessels, and the Southeast Texas System with gas on the Oasis pipeline while continuing to meet pipeline quality specifications.
HPL System
Capacityother of 5.3 Bcf/d
Approximately 3,900 miles of natural gas pipeline
Bammel storage facility with 62 Bcf of total working gas capacitywhich can accommodate some smaller crude oil vessels.
The HPL SystemDarby Creek tank farm is an extensive network of intrastate natural gas pipelines, an underground Bammela primary crude oil storage reservoir and related transportation assets. The system has access to multiple sources of historically significant natural gas supply reserves from South Texas,terminal for the Gulf Coast of Texas, East Texas and the western Gulf of Mexico, andPhiladelphia refinery, which 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 in Texas including the strong presence in the key Houston Ship Channel and Katy Hub markets, allowing ETP to play an important role in the Texas natural gas markets. The HPL System also offers its shippers off-system opportunities due to its numerous interconnectionsoperated by PES under a joint venture with other pipeline systems, its direct access to multiple market hubs at Katy, the Houston Ship Channel and Agua Dulce, and ETP’s Bammel storage facility.
The Bammel storageSunoco, Inc. This facility has a total working gasstorage capacity of approximately 62 Bcf, a peak withdrawal rate3 million barrels. Darby Creek receives crude oil from the Fort Mifflin terminal and Hog Island wharf via Sunoco Logistics’ pipelines. The tank farm then stores the crude oil and transports it to the PES refinery via Sunoco Logistics’ pipelines.
Eagle Point. The Eagle Point terminal is located in Westville, New Jersey and consists of 1.3 Bcf/ddocks, truck loading facilities and a peak injection ratetank 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 0.6 Bcf/d.approximately 1 million barrels and can receive crude oil via barge and rail and deliver via barge, providing customers with access to various markets. The Bammel storage facilityterminal generates revenue primarily by charging fees based on throughput, blending services and storage.
Midland. The Midland terminal is located nearin Midland, Texas and was acquired in November 2016 from Vitol. The facility includes approximately 2 million barrels of crude oil storage, a combined 14 lanes of truck loading and unloading, and will provide access to the Houston Ship ChannelPermian Express 2 transportation system.
Crude Oil Acquisition and Marketing
Sunoco Logistics’ crude oil acquisition and marketing activities include the gathering, purchasing, marketing and selling of crude oil primarily in the mid-continent United States. The operations are conducted using Sunoco Logistics’ assets, which include approximately 370 crude oil transport trucks and approximately 150 crude oil truck unloading facilities, as well as third-party truck, rail and marine assets. Specifically, the crude oil acquisition and marketing activities include:
purchasing crude oil at both the wellhead from producers, and in bulk from aggregators at major pipeline interconnections and trading locations;
storing inventory during contango market areaconditions (when the price of crude oil for future delivery is higher than current prices);

buying and selling crude oil of different grades, at different locations in order to maximize value;
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
marketing crude oil to major integrated oil companies, independent refiners and resellers through various types of sale and exchange transactions.
In November 2016, Sunoco Logistics purchased a crude oil acquisition and marketing business from Vitol, with operations based in the Permian Basin, Texas. Included in the acquisition was a significant acreage dedication from an investment-grade Permian producer.
Natural Gas Liquids
Sunoco Logistics’ natural gas liquids operations transport, store, and execute acquisition and marketing activities utilizing an integrated network of pipeline assets, storage and blending facilities, and strategic off-take locations that provide access to multiple NGL markets.
NGL Pipelines
Sunoco Logistics owns approximately 900 miles of NGLs pipelines, primarily related to the Mariner systems in the northeast and southwest United States.
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 our 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 Katy Hubfirst quarter of 2016, respectively. The second phase of the project, referred to as Mariner East 2, will expand the total takeaway capacity to 345,000 Bbls/d for interstate and is ideally suited to provide a physical backup for on-systemintrastate propane, ethane and off-system customers. As of December 31, 2013, ETP had approximately 7.2 Bcf committed under fee-based arrangements with third partiesbutane service, and approximately 45.8 Bcf stored in the facility for ETP’s own account.
ETP is currently converting approximately 84 miles of pipeline from the HPL System to crude service. This project is expected to be completedcommence operations in 2014.
East Texas Pipeline
Capacitythe third quarter of 2.4 Bcf/d
Approximately 370 miles of natural gas pipeline2017.
The East TexasMariner South pipeline connects three treating facilities, one of which ETP owns, with ETP’s Southeast Texas System. The East Texas pipeline was the first phaseis part of a multi-phasedjoint project that increased servicewith Lone Star to producersdeliver export-grade propane and butane products from Lone Star’s Mont Belvieu, Texas storage and fractionation complex to Sunoco Logistics’ marine terminal 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 ETP’s 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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Interstate Transportation and Storage
The following details ETP’s pipelines in the interstate transportation and storage operations.
Florida Gas Transmission Pipeline
Capacity of 3.1 Bcf/d
Approximately 5,400 miles of interstate natural gas pipeline
FGT is owned by Citrus, a 50/50 joint venture with Kinder Morgan, Inc. (“KMI”)
The Florida Gas Transmission pipeline is an open-access interstate pipeline system with a mainline capacity of 3.1 Bcf/d and approximately 5,400 miles of pipelines extending from south Texas through the Gulf Coast region of the United States to south Florida. The Florida Gas Transmission pipeline 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 63% of the natural gas consumed in the state. In addition, Florida Gas Transmission’s pipeline system operates and maintains over 75 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.
Transwestern Pipeline
Capacity of 2.1 Bcf/d
Approximately 2,600 miles of interstate natural gas pipeline
Bi-directional capabilities
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 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 panhandle. Natural gas sources from the San Juan Basin and surrounding producing areas can be delivered eastward to Texas intrastate and mid-continent connecting pipelines and natural gas market hubs as well as westward to markets in Arizona, Nevada and California. Transwestern’s Phoenix lateral pipeline, with a throughput capacity of 500 MMcf/d, connects the Phoenix area to the Transwestern mainline.
Transwestern’s customers include local distribution companies, producers, marketers, electric power generators and industrial end-users. Transwestern transports natural gas in interstate commerce.
Panhandle Eastern Pipe Line
Capacity of 2.8 Bcf/d
Approximately 6,000 miles of interstate natural gas pipeline
Bi-directional capabilities
The Panhandle Eastern Pipe Line’s transmission system consists of four large diameter pipelines 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. Panhandle Eastern Pipe Line is owned by a subsidiary of Holdco.
Trunkline Gas Pipeline
Capacity of 1.7 Bcf/d
Approximately 3,000 miles of interstate natural gas pipeline
Bi-directional capabilities
The Trunkline Gas pipeline’s transmission system consists of two large diameter pipelines extending approximately 1,400 miles from the Gulf Coast areas of Texas and Louisiana through Arkansas, Mississippi, Tennessee, Kentucky, Illinois, Indiana and to Michigan. Trunkline Gas pipeline is owned by a subsidiary of Holdco.
ETP is currently developing plans to convert a portion of the Trunkline gas pipeline to crude oil transportation.

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Tiger Pipeline
Capacity of 2.4 Bcf/d
Approximately 195 miles of interstate natural gas pipeline
Bi-directional capabilities
The Tiger pipeline is an approximately 195-mile interstate natural gas pipeline 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.Nederland, Texas. The pipeline has a capacity of 2.4 Bcf/approximately 200,000 Bbls/d all of which is sold under long-term contracts ranging from 10 to 15 years.
Fayetteville Express Pipeline
Capacity of 2.0 Bcf/d
Approximately 185 miles of interstate natural gas pipeline
50/50 joint venture through ETC FEP with Kinder Morgan Energy Partners LPand can be scaled depending on shipper interest.
The Fayetteville ExpressMariner West 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 pipeline has long-term contracts for 1.85 Bcf/d ranging from 10 to 12 years.
Sea Robin Pipeline
Capacityprovides transportation of 2.3 Bcf/d
Approximately 1,000 miles of interstate natural gas pipeline
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.
Midstream
The following details ETP assets in its midstream operations:
Southeast Texas System
Approximately 5,900 miles of natural gas pipeline
One natural gas processing plant (La Grange) with aggregate capacity of 210 MMcf/d
11 natural gas treating facilities with aggregate capacity of 1.4 Bcf/d
One natural gas conditioning facility with aggregate capacity of 200 MMcf/d
The Southeast Texas System is an integrated system that gathers, compresses, treats, processes and transports natural gasethane products from the Austin Chalk trend. The SoutheastMarcellus shale processing and fractionating areas in Houston, Texas, System is a large natural gas gathering system covering thirteen counties between AustinPennsylvania to Marysville, Michigan and Houston. This system is connected to the Katy Hub throughCanadian border. Mariner West commenced operations in the East Texas pipeline and is connected to the Oasis pipeline, as well as two power plants. This allows ETP to bypass processing plants and treating facilities when processing margins are unfavorable by blending untreated natural gas from the Southeast Texas System with natural gas on the Oasis pipeline while continuing to meet pipeline quality specifications.
The La Grange processing plant is a natural gas processing plant that processes the rich natural gas that flows through ETP’s system to produce residue gas and NGLs. Residue gas is delivered into ETP’s intrastate pipelines and NGLs are delivered into ETP’s recently acquired or completed pipelines.
ETP’s treating facilities remove carbon dioxide and hydrogen sulfide from natural gas gathered into ETP’s system before the natural gas is introduced to transportation pipelines to ensure that the gas meets pipeline quality specifications. In addition, ETP’s conditioning facilities remove heavy hydrocarbons from the gas gathered into ETP’s systems so the gas can be redelivered and meet downstream pipeline hydrocarbon dew point specifications.
North Texas System
Approximately 160 miles of natural gas pipeline
One natural gas processing plant (the Godley plant) with aggregate capacity of 700 MMcf/d
One natural gas conditioning facilityfourth quarter 2013, with capacity of 100 MMcf/d

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The North Texas System is an integrated system located in four counties in North Texas that gathers, compresses, treats, processes and transports natural gas from the Barnett and Woodford Shales. The system includes ETP’s Godley processing plant, which processes rich natural gas produced from the Barnett Shale and is integrated with the North Texas System and the ET Fuel System. The facility consists of a processing plant and a conditioning facility.
Northern Louisiana
Approximately 280 miles of natural gas pipeline
Three natural gas treating facilities with aggregate capacity of 385 MMcf/d
ETP’s Northern Louisiana assets comprise several gathering systems in the Haynesville Shale with access to multiple markets through interconnects with several pipelines, including ETP’s Tiger pipeline. The Northern Louisiana assets include the Bistineau, Creedence, and Tristate Systems.
Eagle Ford System
Approximately 245 miles of natural gas pipeline
Three processing plants (Chisholm, Kenedy and Jackson) with capacity of 920 MMcf/d
One natural gas treating facility with capacity of 300 MMcf/d
The Eagle Ford gathering system consists of 30-inch and 42-inch natural gas transportation pipelines delivering 1.4 Bcf/d of capacity originating in Dimmitt County, Texas and extending to ETP’s Chisholm pipeline for ultimate deliveries to ETP existing processing plants. The Chisholm, Kenedy and Jackson processing plants are connected to ETP’s intrastate transportation pipeline systems for deliveries of residue gas and are also connected with ETP NGL pipelines for delivery of NGLs.
Other Midstream Assets
The midstream operations also include ETP’s interests in various midstream assets located in Texas, New Mexico and Louisiana, withtransport approximately 60 miles of gathering pipelines aggregating a combined capacity of approximately 115 MMcf/d, as well as one conditioning facility. ETP also owns approximately 35 miles of gathering pipelines serving the Marcellus Shale in West Virginia with aggregate capacity of approximately 250 MMcf/d.
NGL Transportation and Services
The following details ETP’s assets in the NGL transportation and services operations. Certain assets described below are owned by Lone Star, a joint venture with Regency.
West Texas System
Capacity of 137,000 Bbls/d
Approximately 1,070 miles of NGL transmission pipelines
The West Texas System, owned by Lone Star, is an intrastate NGL pipeline consisting of 3-inch to 16-inch long-haul, mixed NGLs transportation pipeline that delivers 137,00050,000 Bbls/d of capacityNGLs and other products.
NGLs Terminals
Nederland. In addition to crude oil activities, the Nederland terminal also provides approximately 1 million barrels of storage and distribution services for NGLs in connection with the Mariner South pipeline, which provides transportation of propane and butane products from processing plants in the Permian Basin and Barnett Shale to the Mont Belvieu NGLregion to the Nederland terminal, where such products can be delivered via ship.
Marcus Hook Industrial Complex. In 2013, Sunoco Logistics acquired Sunoco, Inc.’s Marcus Hook Industrial Complex. The acquisition included terminalling and storage facility.
West Texas Gateway Pipeline
Capacity of 209,000 Bbls/d
Approximately 570 miles of NGL transmission pipeline
The West Texas Gateway Pipeline, owned by Lone Star, began service in December 2012 and transports NGLs produced in the Permian and Delaware Basins and the Eagle Ford Shale to Mont Belvieu, Texas.
Other NGL Pipelines
Aggregate capacity of 490,000 Bbls/d
Approximately 274 miles of NGL transmission pipelines
Other NGL pipelines include the 127-mile Justice pipeline with capacity of 340,000 Bbls/d, the 87-mile Liberty pipelineassets, with a capacity of 90,000 Bbls/d,approximately 3 million barrels of NGL storage capacity in underground caverns, and related commercial agreements. The facility can receive NGLs 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 45-mile FreedomMarcus 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.
Inkster. The Inkster terminal, located near Detroit, Michigan, consists of multiple salt caverns with a capacity of 40,000 Bbls/d and the 15-mile Spirit pipeline with a capacity of 20,000 Bbls/d.

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Mont Belvieu Facilities
Workingtotal storage capacity of approximately 431 million Bblsbarrels of NGLs. Sunoco Logistics 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.
Approximately 185NGLs Acquisition & Marketing
Sunoco Logistics’ NGLs acquisition and marketing activities include the acquisition, blending, marketing and selling of such products at Sunoco Logistics’ various terminals and third-party facilities.

Refined Products
Sunoco Logistics’ refined products operations provide transportation and terminalling services using an integrated network of pipeline assets and refined products terminals, which are also utilized to facilitate acquisition and marketing activities. The operations also include equity ownership interests in four refined products pipelines.
Refined Products Pipelines
Sunoco Logistics owns and operates approximately 1,800 miles of NGL transmissionrefined products pipelines
200,000 Bbls/d fractionation facilities in several regions of the United States. The pipelines primarily provide transportation in the northeast, midwest, and southwest United States markets. These operations include Sunoco Logistics’ controlling financial interest in Inland Corporation (“Inland”).
The Mont Belvieu storage facility, ownedmix 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 Lone Star, is an integrated liquids storage facility with over 43 million Bblsthe refined products pipelines affect both the demand for, and the mix of, salt dome capacitythe 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 23 million Bbls of brine pond capacity, providing 100% fee-based cash flows. The Mont Belvieu storage facility has access to multiple NGLmiddle distillates, such as heating oil, diesel and refinedjet fuel. Rates for shipments on these product pipelines are regulated by the Houston Ship Channel trading hub,FERC and numerous chemical plants, refineries and fractionators.other state regulatory agencies, as applicable.
The Lone Star Fractionators I and II, completed in December 2012 and November 2013, respectively, handle NGLs delivered from several sources, including Lone Star’s West Texas Gateway pipeline and the Justice pipeline.Refined Products Terminals
Hattiesburg Storage Facility
WorkingRefined Products. Sunoco Logistics has approximately 40 refined products terminals with an aggregate storage capacity of approximately 48 million Bblsbarrels 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.
Eagle Point. In additional 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 Hattiesburgtank farm has a total active refined products storage capacity of approximately 6 million barrels, and provides customers with access to the facility ownedvia barge and pipeline. The terminal can deliver via barge, truck or pipeline, providing customers with access to various markets. The terminal generates revenue primarily by Lone Star, is an integrated liquidscharging fees based on throughput, blending services and storage.
Marcus Hook Industrial Complex. The Marcus Hook Industrial Complex can receive refined products via marine vessel, pipeline, truck and rail, and can deliver via marine vessel, pipeline and truck. The terminal has a total active refined products storage facilitycapacity of approximately 2 million barrels.
Marcus Hook Tank Farm. The Marcus Hook Tank Farm has a total refined products storage capacity of approximately 2 million barrels 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 approximately 4 million BblsSunoco 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 Sunoco Logistics’ refined products pipelines.
Refined Products Acquisition and Marketing
Sunoco Logistics’ refined products acquisition and marketing activities include the acquisition, marketing and selling of salt dome capacity, providing 100% fee-based cash flows.
Sea Robin Processing Plant
One processing plant with 850 MMcf/d residue capacitybulk refined products such as gasoline products and 26,000 Bbls/d NGL capacity
20% non-operating interest held by Lone Star
Sea Robin is a rich gas processing plant located on the Sea Robin Pipeline in southern Louisiana. The plant, which is connected to nine interstatedistillates. These activities utilize Sunoco Logistics’ refined products pipeline and four intrastate residue pipelinesterminal assets, as well as various deep-water production fields,third-party assets and facilities.
All Other
Equity Method Investments
Sunoco LP. ETP has an equity method investment in limited partnership units of Sunoco LP consisting of 43.5 million units, representing 44.3% of Sunoco LP’s total outstanding common units.
PES. ETP has a residue capacitynon-controlling interest in PES, comprising 33% of 850 MMcf/d and an NGL capacity of 26,000 Bbls/d.PES’ outstanding common units.
Refinery Services
Two processing plants (Chalmette and Sorrento) with capacity of 54 MMcf/d
One NGL fractionator with 25,000 Bbls/d capacity
Approximately 100 miles of NGL pipelines
Refinery Services, owned by Lone Star, consists of a refinery off-gas processing and O-grade NGL fractionation complex located along the Mississippi River refinery corridor in southern Louisiana that cryogenically processes refinery off-gas and fractionates the O-grade NGL stream into its higher value components. The O-grade fractionator located in Geismar, Louisiana is connected by approximately 100 miles of pipeline to the Chalmette processing plant.
Investment in Sunoco Logistics
The following details ETP’sthe assets in itsETP’s investment in Sunoco Logistics:
Crude Oil
Sunoco Logistics’ crude oil operations consist of an integrated set of pipeline, terminalling, and acquisition and marketing assets that service the movement of crude oil from producers to end-user markets.
Crude Oil Pipelines
Sunoco Logistics’ crude oil pipelines consist of approximately 4,9006,100 miles of crude oil trunk pipelines and approximately 500 miles of crude oil gathering pipelines in the southwest and midwest United States. These lines primarilyStates, including Sunoco Logistics’ wholly-owned interests in West Texas Gulf and Permian Express Terminal LLC (“PET”), and a controlling financial interest in Mid-Valley Pipeline Company ("Mid-Valley"). Additionally, Sunoco Logistics has equity ownership interests in two crude oil pipelines. Sunoco Logistics’ pipelines provide access to several trading hubs, including the largest trading hub for crude oil in the United States located in Cushing, Oklahoma, and other trading hubs located in Midland, Colorado City and Longview, Texas. Sunoco Logistics’ crude oil pipelines also deliver to and connect with other pipelines that deliver crude oil and other feedstocks to refineries in those regions. Following is a descriptionnumber of Sunoco Logistics’ crude pipelines:refineries.
Southwest United States:States Pipelines. The Southwest United States pipeline system includes approximately 2,950 miles ofpipelines include crude oil trunk pipelines and approximately 300 miles of crude oil gathering pipelines in Texas and Oklahoma. This includes the Permian Express 2 pipeline project which provides takeaway capacity from the Permian Basin, with origins in multiple locations in Western Texas: Midland, Garden City and Colorado City. Sunoco Logistics’ fourth quarter 2016 acquisition of a West Texas crude oil system from Vitol Inc. and the remaining ownership interest in PET facilitates connection of its Permian Express 2 pipeline to terminal assets in Midland and Garden City, Texas.
In the third quarter 2016, Sunoco Logistics commenced operations on the Delaware Basin Extension and Permian Longview and Louisiana Extension pipeline projects. The Delaware Basin Extension pipeline project provides shippers with new takeaway capacity from the rapidly growing Delaware Basin area in New Mexico and West Texas to Midland, Texas. The project has initial capacity to transport approximately 100,000 Bbls/d. The Permian Longview and Louisiana Extension pipeline project provides takeaway capacity for approximately 100,000 Bbls/d additional out of the Permian Basin at Midland, Texas system includesto be transported to the WestLongview, Texas Gulf Pipe Line Company’s 600 milesarea as well as destinations in Louisiana utilizing a combination of common carrierour proprietary crude oil pipelines, which originate from the West Texas oil fields at Colorado City, Texassystem as well as third-party pipelines.
Sunoco Logistics owns and is connected to the Mid-Valley pipeline, other third-party pipelines and the Nederland Terminal.
The Southwest United States pipeline system also includes the Oklahomaoperates crude oil pipeline and gathering system that consists of approximately 850 miles of crude oil trunk pipelines and approximately 200 miles of crude oil gathering pipelines.systems in Oklahoma. Sunoco Logistics has the ability to deliver substantially all of the crude oil gathered on theits Oklahoma system to Cushing, Oklahoma andCushing. Sunoco Logistics is one of the largest purchasers of crude oil from producers in the state.state, and its crude oil acquisition and marketing activities business is the primary shipper on its Oklahoma crude oil system.
Midwest United States:States Pipelines. The Midwest United States pipeline system includes Sunoco Logistics’ majorityLogistics owns a controlling financial interest in the Mid-Valley Pipeline Company and consists of approximately 1,000 miles of a crude oil pipeline thatsystem which originates in Longview, Texas

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Table of Contents

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.
In addition, Sunoco Logistics also owns approximately 100 miles ofa crude oil pipeline that runs from Marysville, Michigan to Toledo, Ohio, and a truck injection point for local production at Marysville. This pipeline receives crude oil from the Enbridge pipeline system for delivery to refineries located in Toledo, Ohio and to Marathon’sMarathon Petroleum Corporation’s Samaria, Michigan tank farm, which supplies its refinery in Detroit, Michigan.

Crude Oil Terminals
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 barrels in approximately 150 above ground storage tanks with individual capacities of up to 660,000 Bbls.
The Nederland terminal can receive crude oil at each of its five ship docks and four barge berths. The five ship docks are capable of receiving over 2 million Bbls/d of crude oil. In addition to Sunoco Logistics’ crude oil pipelines, the terminal can also receive crude oil through a number of other pipelines, including the DOE. The DOE pipelines connect the terminal to the United States Strategic Petroleum Reserve’s West Hackberry caverns at Hackberry, Louisiana and Big Hill near Winnie, Texas, which have an aggregate storage capacity of approximately 395 million barrels.
The Nederland Terminal can deliver crude oil and other petroleum products via pipeline, barge and ship. The terminal has two ship docks and three barge berths that are capable of delivering crude oils for international transport. In total, the terminal is capable of delivering over 2 million Bbls/d of crude oil to Sunoco Logistics’ crude oil pipelines or a number of third-party pipelines including the DOE. The Nederland terminal generates crude oil revenues primarily by providing term or spot storage services and throughput capabilities to a number of customers.
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.
The Fort Mifflin terminal contains two ship docks with freshwater drafts and a total storage capacity of approximately 570,000 Bbls. Crude oil and some refined products enter the Fort Mifflin terminal primarily from marine vessels on the Delaware River. One Fort Mifflin dock is designed to handle crude oil from very large crude carrier-class tankers and smaller crude oil vessels. The other dock can accommodate only smaller crude oil vessels.
The Hog Island wharf is located next to the Fort Mifflin terminal on the Delaware River and receives crude oil via two ship docks, one of which can accommodate crude oil tankers and smaller crude oil vessels, and the other of which can accommodate some smaller crude oil vessels.
The Darby Creek tank farm is a primary crude oil storage terminal for the Philadelphia refinery, which is operated by PES under a joint venture with Sunoco, Inc. This facility has a total storage capacity of approximately 3 million barrels. Darby Creek receives crude oil from the Fort Mifflin terminal and Hog Island wharf via Sunoco Logistics’ pipelines. The tank farm then stores the crude oil and transports it to the PES refinery via Sunoco Logistics’ pipelines.
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 barrels and can receive crude oil via barge and rail and deliver via 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 barrels of crude oil storage, a combined 14 lanes of truck loading and unloading, and will provide access to the Permian Express 2 transportation system.
Crude Oil Acquisition and Marketing
Sunoco Logistics’ crude oil acquisition and marketing activities include the gathering, purchasing, marketing and selling of crude oil primarily in the mid-continent United States. The operations are conducted using Sunoco Logistics’ assets, which include approximately 300370 crude oil transport trucks and approximately 130150 crude oil truck unloading facilities, as well as third-party assets. Sunoco Logistics’ crude oil truck, drivers pick up crude oil at production lease sitesrail and transport it to various truck unloading facilities on its pipelines and third-party pipelines. Third-party trucking firms are also retained to transport crude oil to certain facilities.marine assets. Specifically, the crude oil acquisition and marketing activities include:
purchasing crude oil at both the wellhead from producers, and in bulk from aggregators at major pipeline interconnections and trading locations;
storing inventory during contango market conditions (when the price of crude oil for future delivery is higher than current prices);

buying and selling crude oil of different grades, at different locations in order to maximize value for producers;value;
transporting crude oil on Sunoco Logistics’using the pipelines, terminals and trucks or, when necessary or cost effective, pipelines, terminals or trucks owned and operated by third parties; and
marketing crude oil to major integrated oil companies, independent refiners and resellers through various types of sale and exchange transactions.
Terminal FacilitiesIn November 2016, Sunoco Logistics purchased a crude oil acquisition and marketing business from Vitol, with operations based in the Permian Basin, Texas. Included in the acquisition was a significant acreage dedication from an investment-grade Permian producer.
Natural Gas Liquids
Sunoco Logistics’ 39 active refined products terminals receive refinednatural gas liquids operations transport, store, and execute acquisition and marketing activities utilizing an integrated network of pipeline assets, storage and blending facilities, and strategic off-take locations that provide access to multiple NGL markets.
NGL Pipelines
Sunoco Logistics owns approximately 900 miles of NGLs pipelines, primarily related to the Mariner systems in the northeast and southwest United States.
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 our 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 345,000 Bbls/d for interstate and intrastate propane, ethane and butane service, and is expected to commence operations in the third quarter of 2017.
The Mariner South pipeline is part of a joint project with Lone Star to deliver export-grade propane and butane products from pipelines, barges, railcars,Lone Star’s Mont Belvieu, Texas storage and trucks and distribute themfractionation complex to Sunoco Logistics’ marine terminal in Nederland, Texas. The pipeline has a capacity of approximately 200,000 Bbls/d and can be scaled depending on shipper interest.
The Mariner West pipeline provides transportation of ethane products from the Marcellus shale processing and fractionating areas in Houston, Texas, Pennsylvania to third parties, whoMarysville, Michigan and the Canadian border. Mariner West commenced operations in turn deliver themthe fourth quarter 2013, with capacity to end-users and retail outlets. Terminals are facilities where products are transferred to or from storage or transportation systems, such as a pipeline, to other transportation systems, such as trucks or other pipelines. The operationtransport approximately 50,000 Bbls/d of these facilities is called “terminalling.”
Terminals play a key role in moving product to the end-user markets by providing the following services: storage; distribution; blending to achieve specified grades of gasoline and middle distillates;NGLs and other ancillary services that include the injection of additives and the filtering of jet fuel. Typically, Sunoco Logistics’ refined products terminal facilities consist of multiple storage tanks and are equipped with automated truck loading equipment that is operational 24 hours a day. This automated system provides controls over allocations, credit, and carrier certification.products.
NGLs Terminals
Nederland. In addition to crude oil activities, the Nederland Terminal: The Nederland Terminal, which is located on the Sabine-Neches waterway between Beaumont and Port Arthur, Texas, is a large marine terminal providingalso provides approximately 1 million barrels of storage and distribution services for refiners and other large transporters of crude oil. The terminal receives, stores, and distributes crude oil, 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 22 million barrelsNGLs in approximately 130 above ground storage tanksconnection with individual capacities of up to 660,000 barrels.
The Nederland Terminal can receive crude oil at each of its five ship docks and three barge berths. The five ship docks are capable of receiving over 2 million Bbls/d of crude oil. In addition to Sunoco Logistics’ Crude Oil Pipelines, the terminal can also receive crude oil through a number of other pipelines, including: the Cameron HighwayMariner South pipeline, which is jointly owned by Enterprise Productsprovides transportation of propane and Genesis Energy;butane products from the ExxonMobil Pegasus pipeline; the Department of Energy (“DOE”) Big Hill pipeline; and the DOE West Hackberry pipeline. The DOE pipelines connect the terminalMont Belvieu region to the United States Strategic Petroleum Reserve’s West Hackberry caverns at Hackberry, Louisiana and Big Hill near Winnie, Texas, which have an aggregate storage capacity of approximately 400 million barrels.Nederland terminal, where such products can be delivered via ship.
The Nederland Terminal can deliver crude oil and other petroleum products via pipeline, barge, ship, rail, or truck. In total, the terminal is capable of delivering over 2 million Bbls/d of crude oil to Sunoco Logistics’ crude oil pipelines or a number of third-party pipelines including: the ExxonMobil pipeline to its Beaumont, Texas refinery; the DOE pipelines to the Big

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Hill and West Hackberry Strategic Petroleum Reserve caverns; the Valero pipeline to its Port Arthur, Texas refinery; and the Total pipelines to its Port Arthur, Texas refinery.
Fort Mifflin Terminal Complex: 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. The Fort Mifflin Terminal contains two ship docks with 40-foot freshwater drafts and a total storage capacity of approximately 570,000 barrels. Crude oil and some refined products enter the Fort Mifflin Terminal primarily from marine vessels on the Delaware River. One Fort Mifflin dock is designed to handle crude oil from very large crude carrier-class ("VLCC") tankers and smaller crude oil vessels. The other dock can accommodate only smaller crude oil vessels. In September 2012, Sunoco completed the formation of PES, a joint venture with The Carlyle Group. In connection with this transaction, Sunoco Logistics entered into a ten-year agreement to provide terminalling services to PES at the Fort Mifflin Terminal Complex.
The Hog Island Wharf is located next to the Fort Mifflin Terminal on the Delaware River and receives crude oil via two ship docks, one of which can accommodate crude oil tankers and smaller crude oil vessels, and the other of which can accommodate some smaller crude oil vessels.
The Darby Creek tank farm is a primary crude oil storage terminal for the Philadelphia refinery. This facility has a total storage capacity of approximately 3 million barrels. Darby Creek receives crude oil from the Fort Mifflin Terminal and Hog Island Wharf via Sunoco Logistics pipelines. The tank farm then stores the crude oil and transports it to the PES refinery via Sunoco Logistics pipelines.
Marcus Hook Facility:Industrial Complex. In 2013, Sunoco Logistics acquired Sunoco’sSunoco, Inc.’s Marcus Hook facility and related assets.Industrial Complex. The acquisition included terminalling and storage assets, located in Pennsylvania and Delaware, includingwith a capacity of approximately 53 million barrels of NGL storage capacity in underground caverns, and related commercial agreements. The facility can receive NGLs via marine vessel, pipeline, truck and rail, and can deliver via marine vessel, pipeline and truck. In addition to providing NGLNGLs storage and terminalling services to both affiliates and third-party customers, the Marcus Hook facility also provides customers withIndustrial Complex currently serves as an off-take outlet for the use of industrial spaceMariner East 1 pipeline, and equipment atwill provide similar off-take capabilities for the facility, as well as logistical, utility and infrastructure services.Mariner East 2 pipeline when it commences operations.
Inkster. The Marcus Hook tank farm hasInkster terminal, located near Detroit, Michigan, consists of multiple salt caverns with a total storage capacity of approximately 21 million barrels.barrels of NGLs. Sunoco Logistics 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 generates revenue from throughputcan receive and storage,ship by pipeline in both directions and delivershas a truck loading and receivesunloading rack.
NGLs Acquisition & Marketing
Sunoco Logistics’ NGLs acquisition and marketing activities include the acquisition, blending, marketing and selling of such products at Sunoco Logistics’ various terminals and third-party facilities.

Refined Products
Sunoco Logistics’ refined products via pipeline. Sunoco Logistics utilizes the tank farm assets tooperations provide transportation and terminalling services using an integrated network of pipeline assets and refined products terminals, which are also utilized to support movements on itsfacilitate acquisition and marketing activities. The operations also include equity ownership interests in four refined products pipelines.
Refined Products Pipelines
Sunoco Logistics owns and operates approximately 1,800 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 Sunoco Logistics’ 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.
Refined Products Terminals
Refined Products. Sunoco Logistics has approximately 40 refined products terminals with an aggregate storage capacity of approximately 8 million barrels 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.
Eagle Point Terminal:Point. TheIn additional to crude oil service, 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 andterminal can accommodate three shipsmarine vessels (ships or bargesbarges) to receive and deliver crude oil, intermediate products and refined products to outbound ships and barges. The tank farm has a total active refined products storage capacity of approximately 56 million barrels, and can receive crude oil and refined productsprovides customers with access to the facility via barge pipeline and rail.pipeline. The terminal can deliver via barge, truck rail or pipeline, providing customers with access to various markets. The terminal generates revenue primarily by charging fees based on throughput, blending services and storage for clean products and dark oils.storage.
Inkster Terminal:Marcus Hook Industrial Complex. The Inkster Terminal, located near Detroit, Michigan, consists of eight salt caverns withMarcus Hook Industrial Complex can receive refined products via marine vessel, pipeline, truck and rail, and can deliver via marine vessel, pipeline and truck. The terminal has a total active refined products storage capacity of approximately 975,0002 million barrels.
Marcus Hook Tank Farm. The Inkster Terminal’sMarcus Hook Tank Farm has a total refined products storage is usedcapacity of approximately 2 million barrels 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 the Toledo, Ohio to Sarnia, Canada pipeline system and for the storage of LPGsSunoco Inc.'s exit from Canada and a refinery in Toledo.its refining business. The terminal cancontinues to receive and ship LPGs in both directions at the same timedeliver refined products via pipeline and has a propane truck loading rack.

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The following table outlines the number ofnow primarily provides terminalling services to support movements on Sunoco Logistics’ active terminals and storage capacity by state:
refined products pipelines.
State Number of Terminals Storage Capacity (thousands of Bbls)
Indiana 1
 206
Louisiana 1
 161
Maryland 1
 710
Massachusetts 1
 1,144
Michigan 3
 760
New Jersey 3
 650
New York(1)
 4
 920
Ohio 7
 957
Pennsylvania 13
 1,743
Texas 4
 548
Virginia 1
 403
Total 39
 8,202
(1)
Sunoco Logistics has a 45% ownership interest in a terminal at Inwood, New York and a 50% ownership interest in a terminal at Syracuse, New York. The storage capacities included in the table represent the proportionate share of capacity attributable to Sunoco Logistics’ ownership interests in these terminals.
Refined Products PipelinesAcquisition and Marketing
Sunoco Logistics owns and operates approximately 2,500 miles ofLogistics’ refined products pipelines in several regionsacquisition and marketing activities include the acquisition, marketing and selling of the United States. Thebulk refined products pipelines primarily transportsuch as gasoline products and distillates. These activities utilize Sunoco Logistics’ refined products from refineries in the northeast, midwest and southwest United States to markets in New York, New Jersey, Pennsylvania, Ohio, Michigan and Texas. These pipelines include the approximately 350 miles of pipelines owned by Sunoco Logistics’ consolidated joint venture, Inland.
The refined products transported in these pipelines include multiple grades of gasoline, middle distillates (such as heating oil, diesel and jet fuel), and LPGs (such as propane and butane). In addition, certain of these pipelines transport NGLs from processing and fractionation areas to marketing and distribution facilities. Rates for shipments on the refined products pipelines are regulated by the FERC and the Pennsylvania Public Utility Commission (“PA PUC”), among other state regulatory agencies.
Inland Corporation: Inland Corporation (“Inland”) is Sunoco Logistics’ 83.8% owned joint venture consisting of approximately 350 miles of active refined products pipelines in Ohio. The pipeline connects three refineries in Ohio to terminals and major markets within the state. As Sunoco Logistics owns a controlling financial interest in Inland, the joint venture is reflected as a consolidated subsidiary in its consolidated financial statements.
Sunoco Logistics owns equity interests in several common carrier refined products pipelines, summarized in the following table:
Pipeline Equity Ownership Pipeline Mileage
Explorer Pipeline Company(1)
 9.4% 1,850
Yellowstone Pipe Line Company(2)
 14.0% 700
West Shore Pipe Line Company(3)
 17.1% 650
Wolverine Pipe Line Company(4)
 31.5% 700
(1)
The system, which is operated by Explorer employees, originates from the refining centers of Beaumont, Port Arthur and Houston, Texas, and extends to Chicago, Illinois, with delivery points in the Houston, Dallas/Fort Worth, Tulsa, St. Louis, and Chicago areas. Explorer charges market-based rates for all its tariffs.
(2)
The system, which is operated by Phillips 66, originates from the Billings, Montana refining center and extends to Moses Lake, Washington with delivery points along the way. Tariff rates are regulated by the FERC for interstate shipments and the Montana Public Service Commission for intrastate shipments in Montana.

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(3)
The system, which is operated by Buckeye Partners, L.P., originates from the Chicago, Illinois refining center and extends to Madison and Green Bay, Wisconsin with delivery points along the way. West Shore charges market-based tariff rates in the Chicago area.
(4)
The system, which is operated by Wolverine employees, originates from Chicago, Illinois and extends to Detroit, Grand Haven, and Bay City, Michigan with delivery points along the way. Wolverine charges market-based rates for tariffs at the Detroit, Jackson, Niles, Hammond, and Lockport destinations.
Retail Marketing
ETP’s retail marketing operations consists of the retail sale of gasoline and middle distillates and the operation of Sunoco and MACS convenience stores in 24 states, primarily on the east coast and in the midwest region of the United States. The highest concentrations of outlets are located in Connecticut, Florida, Maryland, Massachusetts, Michigan, New Jersey, New York, Ohio, Pennsylvania and Virginia.
Retail marketing has a portfolio of outlets that differ in various ways including: product distribution to the outlets; site ownership and operation; and types of products and services provided.
Direct outlets may be operated by Sunoco (either directly or through a wholly-owned subsidiary of ETC OLP) or by an independent dealer, and are sites at which fuel products are delivered directly to the site by Sunoco trucks or by contract carriers. Sunoco or an independent dealer owns or leases the property. Some of these sites may be traditional locations that sell fuel products under the Sunoco®, Exxon®, Mobil® and Coastal® brands. The site may also include APlus® or Circle K® convenience store or Ultra Service Centers® that provide automotive diagnostics and repair. Included among the direct outlets at December 31, 2013 were 74 outlets on turnpikes and expressways in Pennsylvania, New Jersey, New York, Maryland, Ohio and Delaware. Of these outlets, 59 were Sunoco-operated sites providing gasoline, diesel fuel and convenience store merchandise.
Distributor outlets are sites in which the distributor takes delivery of fuel products at a terminal where branded products are available. Sunoco does not own, lease or operate these locations.
The following table sets forth ETP’s retail gasoline outlets at December 31, 2013 (including sites operated through Sunoco and a wholly-owned subsidiary of ETC OLP):
Direct Outlets:
Company-Owned or Leased:
Company Operated:
Traditional66
APlus® and Circle K® Convenience Stores447
513
Dealer Operated:
Traditional252
APlus® and Circle K® Convenience Stores241
Ultra Service Centers®83
576
Total Company-Owned or Leased(1)
1,089
Dealer Owned(2)
525
Total Direct Outlets1,614
Distributor Outlets3,498
5,112
(1)
Gasoline and diesel throughput per company-operated site averaged 200,087 gallons per month during 2013.
(2)
Primarily traditional outlets.
Sunoco’s branded fuels sales (including middle distillates) averaged 315,700 Bbls/d in 2013.
The Sunoco® brand is positioned as a premium brand. Brand improvements in recent years have focused on physical image, customer service and product offerings. In addition, Sunoco believes its brands and high performance gasoline business have benefited from its sponsorship agreements with NASCAR® and INDYCAR®. Under the sponsorship agreement with NASCAR®,

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which continues until 2019, Sunoco® is the Official Fuel of NASCAR® and APlus® is the Official Convenience Store of NASCAR®. Sunoco has exclusive rights to use certain NASCAR® trademarks to advertise and promote Sunoco products and is the exclusive fuel supplier for the three major NASCAR® racing series. Sunoco has an agreement to be the Official Fuel of the INDYCAR® series through the 2014 season.
Sunoco’s APlus® convenience stores are located principally in Florida, New York and Pennsylvania. These stores supplement sales of fuel products with a broad mix of merchandise such as groceries, fast foods, beverages and tobacco products. The following table sets forth information concerning Sunoco’s company-operated APlus® convenience stores at December 31, 2013:
Number of stores 384
Merchandise sales (thousands of dollars/store/month) $108
Merchandise margin (% sales) 26.8%
The retail marketing operations also include the distribution of gasoline, distillates and other petroleum products to wholesalers, unbranded retailers and other commercial customers.
Investment in Regency
The following details the assets in Regency’s natural gas operations:
Gathering and Processing Operations
North Louisiana Region
Approximately 1,201 miles of natural gas pipeline
Two cryogenic natural gas processing facilities, a refrigeration plant, a conditioning plant and two amine treating plants
Regency’s North Louisiana assets gather, compress, treat and dehydrate natural gas in five Parishes (Claiborne, Union, DeSoto, Lincoln and Ouachita) of north Louisiana and Shelby County, Texas. Its assets also include two cryogenic natural gas processing facilities, a refrigeration plant located in Bossier Parish, a conditioning plant located in Webster Parish, an amine treating plant in DeSoto Parish, an amine treating plant in Lincoln Parish, and an interstate NGL pipeline.
In the second quarter of 2013, Regency placed into service an expansion of the Dubach processing facility in North Louisiana that increased the processing capacity of the system to 210 MMcf/d and added high-pressure gathering lines to bring production to the facility.
In mid-2013, Regency began an expansion project to increase the gathering capacity of Regency’s Dubberly facility by 400 MMcf/d and a 200 MMcf/d processing upgrade, for $68 million, which is expected to be completed in early 2014.
Through the gathering and processing systems described above and their interconnections with RIGS in North Louisiana, Regency offers producers wellhead-to-market services, including natural gas gathering, compression, processing, treating and transportation.
South Texas Region
Approximately 1,310 miles of natural gas pipeline
Three treating plants
Regency’s South Texas assets gather, compress, treat and dehydrate natural gas in Bee, LaSalle, Webb, Karnes, Atascosa, McMullen, Frio and Dimmitt counties. Some of the natural gas produced in this region can have significant quantities of hydrogen sulfide and carbon dioxide that require treating to remove these impurities. The pipeline systems that gather this gas are connected to third-party processing plants and Regency’s treating facilities that include an acid gas reinjection well located in McMullen County, Texas. Regency also gathers oil for producers in the region and delivers it to tanks for further transportation by truck or pipeline.
The natural gas supply for Regency’s South Texas gathering systems is derived from a combination of natural gas wells located in a mature basin that generally have long lives and predictable gas flow rates and the NGLs-rich and oil-rich Eagle Ford shale formation, which lies directly under Regency’s existing South Texas gathering system infrastructure.
Regency owns a 60% interest in Edwards Lime Gathering LLC, Talisman Energy USA Inc. and Statoil Texas Onshore Properties LP owns the remaining 40% interest. Regency operates a natural gas gathering oil pipeline and oil stabilization facilities for the joint venture while its joint venture partners operate a lean gas gathering system in the Edwards Lime natural gas trend that delivers

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to this system. In October 2013, an expansion of Edwards Lime Gathering LLC was completed to increase the system’s capacity to 160 MMcf/d and provide for oil transportation and stabilization capacity of 17,000 Bbls/d.
Permian Region
Approximately 6,597 miles of natural gas pipeline
Seven processing and treating plants, a cryogenic natural gas processing plants, and a refrigeration plant
Regency’s Permian Basin gathering systemterminal assets, offer wellhead-to-market services to producers in the Texas counties of Ward, Winkler, Reeves and Pecos counties which surround the Waha Hub, one of Texas' developing NGLs-rich natural gas market areas. As a result of the proximity of Regency’s system to the Waha Hub, the Waha gathering system has a variety of market outlets for the natural gas that we gather and process, 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 include Lone Star’s NGL pipeline. Regency expanded its Permian Basin region through the SUGS acquisition, which increased their presence in the Permian Basin of Texas into Crocket, Upton, Crane, Ector, Culberson, Reagan and Andrews counties, as well as into the Eddythird-party assets and Lea countiesfacilities.
All Other
Equity Method Investments
Sunoco LP. ETP has an equity method investment in limited partnership units of New Mexico.Sunoco LP consisting of 43.5 million units, representing 44.3% of Sunoco LP’s total outstanding common units.
Regency offers producers up to four different levels of natural gas compression on the Permian Basin gathering systems, as compared to the two levels typically offered in the industry. By offering multiple levels of compression, Regency’s gathering system is often more cost-effective for producers, since the producer is typically not required to pay for
PES. ETP has a level of compression that is higher than the level they require.
Regency’s Permian region assets consist of a network of natural gas and NGL pipelines, seven processing plants and seven natural gas treating plants. These assets offer a broad array of services to producers including field gathering and compression of natural gas; treating, dehydration, sulfur recovery and reinjection and other conditioning; and natural gas processing and marketing of natural gas and NGLs.
In August 2013, Regency placed into service the $330 million expansion of Regency’s Red Bluff processing plant, which increased capacity to 940 MMcf/d.
Regency also owns a 33.33% membershipnon-controlling interest in Ranch JV which processes natural gas delivered from the NGLs-rich Bone Spring and Avalon shale formations in West Texas. The joint venture owns a 25 MMcf/d refrigeration plant and a 100 MMcf/d cryogenic processing plant.
Mid-Continent Region
Approximately 3,493 milesPES, comprising 33% of natural gas pipelinePES’ outstanding common units.
One processing plant
Regency’s 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. These mature basins have continued to provide generally long-lived, predictable production volume. Regency’s mid-continent gathering assets are extensive systems that gather, compress and dehydrate low-pressure gas from 1,500 wells. These systems are geographically concentrated, with each central facility located within 90 miles of the others. Regency operates its mid-continent gathering 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.
Regency 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.
Natural Gas Transportation Operations

RIGS has the capacity to transport up to 2.1 Bcf/d of natural gas. Results of RIGS’s operations are determined primarily by the volumes of natural gas transported and subscribed on its intrastate pipeline system and the level of fees charged to customers or the margins received from purchases and sales of natural gas. RIGS generates revenues and margins principally under fee-based transportation contracts. The fixed capacity reservation charges related to RIGS that are not directly dependent on throughput volumes or commodity prices represent 93% of HPC’s margin.

MEP pipeline system, operated by Kinder Morgan Energy Partners LP, has the capability to transport up to 1.8 Bcf/d of natural gas, and the pipeline capacity is fully subscribed with long-term binding commitments from creditworthy shippers. Results of MEP’s operations are determined primarily by the volumes of natural gas transported and subscribed on its interstate pipeline system and the level of fees charged to customers. MEP generates revenues and margins principally under fee-based transportation

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contracts. The margin MEP earns is primarily related to fixed capacity reservation charges that are not directly dependent on throughput volumes or commodity prices. If a sustained decline in commodity prices should result in a decline in volumes, MEP’s revenues would not be significantly impacted until expiration of the current contracts.

Gulf States is a small interstate pipeline that uses cost-based rates and terms and conditions of service for shippers wishing to secure capacity for interstate transportation service. Rates charged are largely governed by long-term negotiated rate agreements.
NGL Services Operations
Regency owns a 30% membership interest in Lone Star, which is a joint venture with ETP owning the remaining 70% membership interest. See “NGL Transportation and Services” under ETP’s asset overview discussion for additional details.
Contract Services Operations
Regency’s contract services operations can be divided into contract compression services and contract treating services. The natural gas contract compression services include designing, sourcing, owning, installing, operating, servicing, repairing and maintaining compressors and related equipment for which Regency guarantees their customers 98% mechanical availability for land installations and 96% mechanical availability for over-water installations. Regency focuses on meeting the complex requirements of field-wide compression applications, as opposed to targeting the compression needs of individual wells within a field. These field-wide applications include compression for natural gas gathering and natural gas processing. Regency believes that it improves the stability of its cash flow by focusing on field-wide compression applications because such applications generally involve long-term installations of multiple large horsepower compression units. Regency’s contract compression operations are located in Texas, Oklahoma, Louisiana, Arkansas, Pennsylvania, New Mexico, Colorado and California.
RegencyETP 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. Regency’sETP’s contract treating services are primarily located in Texas, Louisiana and Arkansas.
Compression
ETP owns all of the outstanding equity interests of a natural gas compression equipment business with operations in Arkansas, California, Colorado, Louisiana, New Mexico, Oklahoma, Pennsylvania and Texas.
ETP owns 100% of the membership interests of ETG, which owns all of the partnership interests of ETT. ETT provides compression services to customers engaged in the transportation of natural gas, including ETP’s other operations.
Natural Resources Operations
ETP’s Natural Resources operations primarily involve the management and leasing of coal properties and the subsequent collection of royalties. ETP also earns revenues from other land management activities, such as selling standing timber, leasing fee-based coal-related infrastructure facilities to certain lessees and end-user industrial plants, collecting oil and gas royalties and from coal transportation, or wheelage fees. As of December 31, 2016, ETP owned or controlled approximately 772 million tons of proven and probable coal reserves in central and northern Appalachia, properties in eastern Kentucky, Tennessee, southwestern Virginia and southern West Virginia, and in the Illinois Basin, properties in southern Illinois, Indiana, and western Kentucky and as the operator of end-user coal handling facilities. ETP’s subsidiary, Materials Handling Solutions, LLC, owns and operates facilities for industrial customers on a fee basis. During 2014, ETP’s coal reserves located in the San Juan basin were depleted and ETP’s associated coal royalties revenues ceased.
Liquefaction Project
LCL, an entity whose parent is owned 60% by ETE and 40% by ETP, is in the process of developing the liquefaction project in conjunction with BG pursuant to a project development agreement entered into in September 2013 and scheduled to expire at the end of February 2017, subject to the partner right to mutually extend the term. Pursuant to this agreement, each of LCL and BG are obligated to pay 50% of the development expenses for the liquefaction project, subject to reimbursement by the other party if such party withdraws from the project prior to both parties making an affirmative FID to become irrevocably obligated to fully develop the project, subject to certain exceptions. The liquefaction project is expected to consist of three LNG trains with a combined design nameplate outlet capacity of 16.2 metric tonnes per annum. Once completed, the liquefaction project will enable LCL to liquefy domestically produced natural gas and export it as LNG. By adding the new liquefaction facility and integrating with the existing LNG regasification/import facility, the enhanced facility will become a bi-directional facility capable of exporting and importing LNG. BG is the sole customer for the existing regasification facility and is obligated to pay reservation fees for 100% of the regasification capacity regardless of whether it actually utilizes such capacity pursuant to a regasification services agreement that terminates in 2030. The liquefaction project will be constructed on 440 acres of land, of which 80 acres are owned by Lake Charles LNG and the remaining acres are to be leased by LCL under a long-term lease from the Lake Charles Harbor and Terminal District.
As currently provided in the Project Development Agreement, the construction of the liquefaction project is subject to each of LCL and BG making an affirmative FID to proceed with the project, which decision is in the sole discretion of each party. In the event an affirmative FID is made by both parties, LCL and BG will enter into several agreements related to the project, including a liquefaction services agreement pursuant to which BG will pay LCL for liquefaction services on a tolling basis for a minimum 25-year term with evergreen extension options for 20 years. In addition, a subsidiary of BG, a highly experienced owner and operator of LNG facilities, would oversee construction of the liquefaction facility and, upon completion of construction, manage the operations of the liquefaction facility on behalf of LCL. In the event that each of LCL and BG elect to make an affirmative FID, construction of the liquefaction project would commence promptly thereafter, and the first train would be expected to be placed in service about four years later.
The export of LNG produced by the liquefaction project from the U.S. will be undertaken under long-term export authorizations issued by the DOE to Lake Charles Exports, LLC (“LCE”), which is currently a jointly owned subsidiary of BG and ETP and following FID, will be 100% owned by BG. In July 2011, LCE obtained a DOE authorization to export LNG to countries with which the U.S. has or will have Free Trade Agreements (“FTA”) for trade in natural gas (the “FTA Authorization”). In August 2013, LCE obtained a conditional DOE authorization to export LNG to countries that do not have an FTA for trade in natural gas (the “Non-FTA Authorization”). The FTA Authorization and Non-FTA Authorization have 25- and 20-year terms, respectively. In January 2013, LCL filed for a secondary, non-cumulative FTA and Non-FTA Authorization to be held by LCL. FTA Authorization was granted in March 2013 and the Non-FTA Authorization was granted in July 2016.

ETP has received wetlands permits from the U.S. Army Corps of Engineers (“USACE”) to perform wetlands mitigation work and to perform modification and dredging work for the temporary and permanent dock facilities at the Lake Charles LNG facilities.
Investment in Sunoco LP
The following details the assets of Sunoco LP:
Wholesale Subsidiaries
Susser Petroleum Operating Company LLC, a Delaware limited liability company, distributes motor fuel, propane and lubricating oils to Stripes’ retail locations, consignment locations, and third party customers in Texas, New Mexico, Oklahoma, Louisiana, and Kansas.
Sunoco LLC, a Delaware limited liability company, primarily distributes motor fuel across more than 26 states throughout the East Coast, Midwest, 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, TX metroplex.
Southside Oil, LLC, a Virginia limited liability company, distributes motor fuel primarily in Virginia, Maryland, Tennessee, and Georgia.
Aloha Petroleum LLC, a Delaware limited liability company, distributes motor fuel and operates terminal facilities on the Hawaiian Islands.
Retail Subsidiaries
Susser Petroleum Property Company LLC , a Delaware limited liability company, primarily owns and leases convenience store properties.
Susser Holdings Corporation, 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.
As of December 31, 2016, Sunoco LP’s retail operations operated approximately 1,345 convenience stores and retail fuel outlets. Sunoco LP’s retail convenience stores operate under several brands, including our proprietary brands Stripes, APlus, and Aloha Island Mart, and offer a broad selection of food, beverages, snacks, grocery and non-food merchandise, motor fuel and other services. Sunoco LP has company operated sites in more than 20 states, with a significant presence in Texas, Pennsylvania, New York, Florida, Virginia and Hawaii.
As of December 31, 2016, Sunoco LP operated 740 Stripes convenience stores in Texas, New Mexico and Oklahoma. Each store offers a customized merchandise mix based on local customer demand and preferences. To further differentiate its merchandise offering, Stripes has developed numerous proprietary offerings and private label items unique to Stripes stores, including Laredo Taco Company® restaurants, Café de la Casa® custom blended coffee, Slush Monkey® frozen carbonated beverages, Quake® energy drink, Smokin’ Barrel® beef jerky and meat snacks, Monkey Loco® candies, Monkey Juice® and Royal® brand cigarettes. Stripes has built approximately 255 large-format convenience stores from January 2000 through December 31, 2016 and expects to construct and open 5 to 10 stores during 2017. Stripes has implemented its proprietary, in-house Laredo Taco Company restaurant concepts in over 470 Stripes convenience stores and intends to implement it in all newly constructed Stripes convenience stores. Stripes also owns and operates ATM and proprietary money order systems in most of its stores and also provides other services such as lottery, prepaid telephone cards, wireless services and car washes.
As of December 31, 2016, Sunoco LP operated approximately 445 retail convenience stores and fuel outlets, primarily under Sunoco’s proprietary and iconic Sunoco fuel brand, and principally located in Pennsylvania, New York and Florida, including approximately 400 APlus convenience stores. Sunoco Retail's convenience stores offer a broad selection of food, beverages, snacks, grocery, and non-food merchandise, as well as motor fuel and other services such as ATM's, money orders, lottery, prepaid telephone cards, and wireless services.
As of December 31, 2016, Sunoco LP operated approximately 160 MACS and Aloha convenience stores and fuel outlets in Virginia, Maryland, Tennessee, Georgia, and Hawaii offering merchandise, food service, motor fuel and other services. As of December

31, 2016, MACS operated 110 company-operated retail convenience stores and Aloha operated 50 Aloha, Shell, and Mahalo branded fuel stations.
Investment in Lake Charles LNG
Regasification Facility
Lake Charles LNG, a wholly-owned subsidiary of ETE, owns a LNG import terminal and regasification facility located on Louisiana’s Gulf Coast near Lake Charles, Louisiana. The import terminal has approximately 9.0 Bcf of above ground LNG storage capacity and the regasification facility has a run rate send out capacity of 1.8 Bcf/day.
Liquefaction Project
LCL, an entity owned 60% by ETE and 40% by ETP, is in the process of developing the liquefaction project in conjunction with BG pursuant to a project development agreement entered into in September 2013 and scheduled to expire at the end of February 2017, subject to the parties’ right to mutually extend the term. Pursuant to this agreement, each of LCL and BG are obligated to pay 50% of the development expenses for the liquefaction project, subject to reimbursement by the other party if such party withdraws from the project prior to both parties making an affirmative FID to become irrevocably obligated to fully develop the project, subject to certain exceptions. The liquefaction project is expected to consist of three LNG trains with a combined design nameplate outlet capacity of 16.2 metric tonnes per annum. Once completed, the liquefaction project will enable LCL to liquefy domestically produced natural gas and export it as LNG. By adding the new liquefaction facility and integrating with the existing LNG regasification/import facility, the enhanced facility will become a bi-directional facility capable of exporting and importing LNG. BG is the sole customer for the existing regasification facility and is obligated to pay reservation fees for 100% of the regasification capacity regardless of whether it actually utilizes such capacity pursuant to a regasification services agreement that terminates in 2030. The liquefaction project is expected to be constructed on 440 acres of land, of which 80 acres are owned by Lake Charles LNG and the remaining acres are to be leased by LCL under a long-term lease from the Lake Charles Harbor and Terminal District.
Ac currently provided in the project development agreement, the construction of the liquefaction project is subject to each of LCL and BG making an affirmative FID to proceed with the project, which decision is in the sole discretion of each party. In the event an affirmative FID is made by both parties, LCL and BG will enter into several agreements related to the project, including a liquefaction services agreement pursuant to which BG will pay LCL for liquefaction services on a tolling basis for a minimum 25-year term with evergreen extension options for 20 years. In addition, a subsidiary of BG, a highly experienced owner and operator of LNG facilities, would oversee construction of the liquefaction facility and, upon completion of construction, manage the operations of the liquefaction facility on behalf of LCL. In the event that each of LCL and BG will make an affirmative FID in 2017, construction of the liquefaction project would commence immediately thereafter in order to place the first and second LNG trains in service in 2022 and the train in service in early 2023.
The export of LNG produced by the liquefaction project from the U.S. will be undertaken under long-term export authorizations issued by the DOE to Lake Charles Exports, LLC (“LCE”), which is currently a jointly owned subsidiary of BG and ETP and following FID, will be 100% owned by BG. In July 2011, LCE obtained a DOE authorization to export LNG to countries with which the U.S. has or will have Free Trade Agreements (“FTA”) for trade in natural gas (the “FTA Authorization”). In August 2013, LCE obtained a conditional DOE authorization to export LNG to countries that do not have an FTA for trade in natural gas (the “Non-FTA Authorization”). The FTA Authorization and Non-FTA Authorization have 25- and 20-year terms, respectively. In January 2013, LCL filed for a secondary, non-cumulative FTA and Non-FTA Authorization to be held by LCL. FTA Authorization was granted in March 2013 and we expect the DOE to issue the Non-FTA Authorization to LCL in due course.
In addition, we have received our wetlands permits from the U.S. Army Corps of Engineers (“USACE”) to perform wetlands mitigation work and to perform modification and dredging work for the temporary and permanent dock facilities at the Lake Charles LNG facilities.
Competition
Natural Gas
The business of providing natural gas gathering, compression, treating, transporting, storing and marketing services is highly competitive. Since pipelines are generally the only practical mode of transportation for natural gas over land, the most significant competitors of our transportation and storage operations are other pipelines. Pipelines typically compete with each other based on location, capacity, price and reliability.
We face competition with respect to retaining and obtaining significant natural gas supplies under terms favorable to us for the gathering, treating and marketing portions of our business. Our competitors include major integrated oil companies, interstate

and intrastate pipelines and companies that gather, compress, treat, process, transport and market natural gas. Many of our competitors, such as major oil and gas and pipeline companies, have capital resources and control supplies of natural gas substantially greater than ours.
In marketing natural gas, we have numerous competitors, including marketing affiliates of interstate pipelines, major integrated oil companies, and local and national natural gas gatherers, brokers and marketers of widely varying sizes, financial resources and experience. Local utilities and distributors of natural gas are, in some cases, engaged directly, and through affiliates, in marketing activities that compete with our marketing operations.
NGL
In markets served by our NGL pipelines, we face competition with other pipeline companies, including those affiliated with major oil, petrochemical and natural gas companies, and barge, rail and truck fleet operations. In general, our NGL pipelines compete with these entities in terms of transportation fees, reliability and quality of customer service. We face competition with other storage facilities based on fees charged and the ability to receive and distribute the customer’s products. We compete with a number of NGL fractionators in Texas and Louisiana. Competition for such services is primarily based on the fractionation fee charged.
Crude Oil and Refined Products
In markets served by our refined products and crude oil pipelines, we face competition with other pipelines. Generally, pipelines are the lowest cost method for long-haul, overland movement of refined products.products and crude oil. Therefore, the most significant competitors for large volume shipments in the areas served by our pipelines are other pipelines. In addition, pipeline operations face competition from trucks that deliver productproducts in a number of areas that our pipeline operations serve. While their costs may not be competitive for longer hauls or large volume shipments, trucks compete effectively for incremental and marginal volume in many areas served by our pipelines.

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We also face competition among common carrier pipelines carrying crude oil. This competition is based primarily on transportation charges, access to crude oil supply and market demand. Similar to pipelines carrying refined products, the high capital costs deter competitors for the crude oil pipeline systems from building new pipelines. CrudeCompetitive factors in crude oil purchasing and marketing activities’ competitive factors areinclude price and contract flexibility, quantity and quality of services, and accessibility to end markets.
Our refined product terminals compete with other independent terminals with respect to price, versatility and services provided. The competition primarily comes from integrated petroleum companies, refining and marketing companies, independent terminal companies and distribution companies with marketing and trading operations.
Wholesale Fuel Distribution and Retail Marketing
In our wholesale fuel distribution business, we compete primarily with other independent motor fuel distributors. The markets for distribution of wholesale motor fuel and the large and growing convenience store industry are highly competitive and fragmented, which results in narrow margins. We have numerous competitors, some of which may have significantly greater resources and name recognition than we do. Significant competitive factors include the availability of major brands, customer service, price, range of services offered and quality of service, among others. We rely on our ability to provide value-added and reliable service and to control our operating costs in order to maintain our margins and competitive position.
In our retail business, we face strong competition in the market for the sale of retail gasoline and merchandise. Our competitors include service stations of large integrated oil companies, independent gasoline service stations, convenience stores, fast food stores, supermarkets, drugstores, dollar stores, club stores and other similar retail outlets, some of which are well-recognized national or regional retail systems. The number of competitors varies depending on the geographical area. It also varies with gasoline and convenience store offerings. The principal competitive factors affecting our retail marketing operations include gasoline and diesel acquisition costs, site location, product price, selection and quality, site appearance and cleanliness, hours of operation, store safety, customer loyalty and brand recognition. We compete by pricing gasoline competitively, combining our retail gasoline business with convenience stores that provide a wide variety of products, and using advertising and promotional campaigns. We believe that we are in a position to compete effectively as a marketer of refined products because of the location of our retail network, which is well integrated with the distribution system operated by Sunoco Logistics.
Credit Risk and Customers
Credit risk refers to the risk that a counterparty may default on its contractual obligations resulting in a loss to the Partnership. Credit policies have been approved and implemented to govern the Partnership’s portfolio of counterparties with the objective of mitigating credit losses. These policies establish guidelines, controls and limits to manage credit risk within approved tolerances by mandating an appropriate evaluation of the financial condition of existing and potential counterparties, monitoring agency credit ratings, and by implementing credit practices that limit exposure according to the risk profiles of the counterparties.

Furthermore, the Partnership may, at times, require collateral under certain circumstances to mitigate credit risk as necessary. WeThe Partnership also implement the use ofuses industry standard commercial agreements which allow for the netting of positive and negative exposures associated with transactions executed under a single commercial agreement. Additionally, we utilize master netting agreements to offset credit exposure across multiple commercial agreements with a single counterparty or affiliated group of counterparties.
The Partnership’s counterparties consist of a diverse portfolio of customers across the energy industry, including petrochemical companies, commercial and industrials, oil and gas producers, municipalities, gas and electric utilities, midstream companies, independent power generators and midstream companies.fuel distributors. Our overall exposure may be affected positively or negatively by macroeconomic or regulatory changes that could impact our counterparties to one extent or another. Currently, management does not anticipate a material adverse effect in our financial position or results of operations as a consequence of counterparty non-performance.
The naturalNatural gas transportation and midstream revenues are derived significantly from companies that engage in natural gas exploration and production activities. The discovery and development of new shale formations across the United States has created an abundance of natural gas and crude oil resulting in a negative impact on prices in recent years.years for natural gas and crude oil. As a result, some of our exploration and production customers have been negativelyadversely impacted; however, we are monitoring these customers and mitigating credit risk as necessary.
During the year ended December 31, 2013,2016, none of our individual customercustomers individually accounted for more than 10% of our consolidated revenues.
Regulation of Interstate Natural Gas Pipelines.  The FERC has broad regulatory authority over the business and operations of interstate natural gas pipelines. Under the NGA,Natural Gas Act (“NGA”), the FERC generally regulates the transportation of natural gas in interstate commerce. For FERC regulatory purposes, “transportation” includes natural gas pipeline transmission (forwardhauls and backhauls), storage and other services. The Florida Gas Transmission, Transwestern, Panhandle Eastern, Trunkline Gas, Tiger, Fayetteville Express, and Sea Robin, Gulf States and Midcontinent Express pipelines transport natural gas in interstate commerce and thus each qualifies as a “natural-gas company” under the NGA subject to the FERC’s regulatory jurisdiction. We also hold certain natural gas storage facilities that are subject to the FERC’s regulatory oversight.oversight under the NGA.
The FERC’s NGA authority includes the power to regulate:to:
approve the certificationsiting, construction and constructionoperation of new facilities;
the review and approval ofapprove transportation rates;

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determine the types of services that 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; and
the initiation and discontinuation of services.facilities.
Under the NGA, interstate natural gas companies must charge rates that are just and reasonable. In addition, the NGA prohibits natural gas companies from unduly preferring or unreasonably discriminating against any person with respect to pipeline rates or terms and conditions of service.
The maximum rates to be charged by NGA-jurisdictional natural gas companies and their terms and conditions for service are generally required to be on file with the FERC in FERC-approved tariffs.FERC. Most natural gas companies are authorized to offer discounts from their FERC-approved maximum just and reasonable rates when competition warrants such discounts. Natural gas companies are also generally permitted to offer negotiated rates different from rates established in their tariff if, among other requirements, such companies’ tariffs offer a cost-based recourse rate available to a prospective shipper as an alternative to the negotiated rate. Natural gas companies must make offers of rate discounts and negotiated rates on a basis that is not unduly discriminatory. Existing tariff rates may be challenged by complaint or on FERC’s own motion, and if found unjust and unreasonable, may be altered on a prospective basis from no earlier than the date of the complaint or initiation of a proceeding by the FERC. The FERC must also approve all rate changes. We cannot guarantee that the FERC will allow us to charge rates that fully recover our costs or continue to pursue its approach of pro-competitive policies as it considers matters such as pipeline rates and rules and policies that may affect rightspolicies.

For two of access toour NGA-jurisdictional natural gas transportation capacity, transportationcompanies, Tiger and storage facilities.
In 2011, in lieu of filing a new NGA Section 4 general rate case, Transwestern filed a proposed settlement with the FERC, which was approved by the FERC on October 31, 2011. In general, the settlement provides for the continued use of Transwestern’s currently effective transportation and fuel tariff rates, with the exception of certain San Juan Lateral fuel rates, which we were required to reduce over a three year period beginning in April 2012. The settlement also resolves certain non-rate matters, and approves Transwestern’s use of certain previously approved accounting methodologies. Under the settlement, Transwestern is required to file a new NGA Section 4 rate case on October 1, 2014.
The rates charged for services on the Fayetteville Express, pipeline are largely governed by long-termthe large majority of capacity in those pipelines is subscribed for lengthy terms under FERC-approved negotiated rate agreements. The FERC also approvedrates.  However, as indicated above, cost-based recourse rates available to prospective shippers as an alternative to negotiated rates.are also offered under their respective tariffs.
The rates charged for services on the Tiger pipeline are largely governed by long-term negotiated rate agreements.
In July 2010, in response to an intervention and protest filed by BG LNG Services (“BGLS”) regarding its rates with Trunkline LNG applicable to certain LNG expansions, the FERC determined that there was no reason at that time to expend the FERC’s resources on a rate proceeding with respect to Trunkline LNG even though cost and revenue studies provided to the FERC indicated Trunkline LNG’s revenues were in excess of its associated cost of service. The current fixed rates expire at the end of 2015 and revert to tariff rate for these LNG expansions as well as the base LNG facilities for which rates were set in 2002.
Pursuant to the FERC’s rules promulgated under the Energy Policy Act of 2005, it is unlawful for any entity, directly or indirectly, in connection with the purchase or sale of electric energy or natural gas or the purchase or sale of transmission or transportation services subject to FERC jurisdiction: (1)(i) to defraud using any device, scheme or artifice; (2)(ii) to make any untrue statement of material fact or omit a material fact; or (3)(iii) to engage in any act, practice or course of business that operates or would operate as a fraud or deceit. The CFTCCommodity Futures Trading Commission (“CFTC”) also holds authority to monitor certain operationssegments of the physical and futures energy commodities market pursuant to the Commodity Exchange Act (“CEA”). With regard to our physical purchases and sales of natural gas, NGLs or other energy commodities; our gathering or transportation of these energy commodities; and any related hedging activities that we undertake, we are required to observe these anti-market manipulation laws and related regulations enforced by the FERC and/or the CFTC. These agencies hold substantial enforcement authority, including the ability to assess or seek civil penalties of up to approximately $1 million per day per violation, to order disgorgement of profits and to recommend criminal penalties. Should we violate the anti-market manipulation laws and regulations, we could also be subject to related third partythird-party damage claims by, among others, sellers, royalty owners and taxing authorities.
Failure to comply with the NGA, the Energy Policy Act of 2005, the CEA and the other federal laws and regulations governing our operations and business activities can result in the imposition of administrative, civil and criminal remedies.
Regulation of Intrastate Natural Gas and NGL Pipelines.  Intrastate transportation of natural gas and NGLs is largely regulated by the state in which such transportation takes place. To the extent that our intrastate natural gas transportation systems transport

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natural gas in interstate commerce, the rates and terms and conditions of such services are subject to FERC jurisdiction under Section 311 of the NGPA.Natural Gas Policy Act (“NGPA”). The NGPA regulates, among other things, the provision of transportation services by an intrastate natural gas pipeline on behalf of a local distribution company or an interstate natural gas pipeline. The rates and terms and conditions of some transportation and storage services provided on the Oasis pipeline, HPL System, East Texas pipeline and ET Fuel System are subject to FERC regulation pursuant to Section 311 of the NGPA. Under Section 311, rates charged for intrastate transportation must be fair and equitable, and amounts collected in excess of fair and equitable rates are subject to refund with interest. The terms and conditions of service set forth in the intrastate facility’s statement of operating conditions are also subject to FERC review and approval. Should the FERC determine not to authorize rates equal to or greater than our currently approved Section 311 rates, our business may be adversely affected. Failure to observe the service limitations applicable to transportation and storage services under Section 311, failure to comply with the rates approved by the FERC for Section 311 service, and failure to comply with the terms and conditions of service established in the pipeline’s FERC-approved statement of operating conditions could result in an alteration of jurisdictional status, and/or the imposition of administrative, civil and criminal remedies.
Our intrastate natural gas operations are also subject to regulation by various agencies in Texas, principally the TRRC. Our intrastate pipeline and storage operations in Texas are also subject to the Texas Utilities Code, as implemented by the TRRC. Generally, the TRRC is vested with authority to ensure that rates, operations and services of gas utilities, including intrastate pipelines, are just and reasonable and not discriminatory. The rates we charge for transportation services are deemed just and reasonable under Texas law unless challenged in a customer or TRRC complaint. We cannot predict whether such a complaint will be filed against us or whether the TRRC will change its regulation of these rates. Failure to comply with the Texas Utilities Code can result in the imposition of administrative, civil and criminal remedies.
Our NGL pipelines and operations may also be or become subject to state public utility or related jurisdiction which could impose additional safety and operational regulations relating to the design, siting, installation, testing, construction, operation, replacement and management of NGL gathering facilities. In addition, the rates, terms and conditions for shipments of NGLs on our pipelines are subject to regulation by FERC under the Interstate Commerce Act (“ICA”) and the Energy Policy Act of 1992 (the “EPAct of 1992”) if the NGLs are transported in interstate or foreign commerce whether by our pipelines or other means of transportation. Since we do not control the entire transportation path of all NGLs shipped on our pipelines, FERC regulation could be triggered by our customers’ transportation decisions.
Regulation of Sales of Natural Gas and NGLs.  The price at which we buy and sell natural gas currently is not subject to federal regulation and, for the most part, is not subject to state regulation. The price at which we sell NGLs is not subject to federal or state regulation.
To the extent that we enter into transportation contracts with natural gas pipelines that are subject to FERC regulation, we are subject to FERC requirements related to the use of such capacity. Any failure on our part to comply with the FERC’s regulations and policies, or with an interstate pipeline’s tariff, could result in the imposition of civil and criminal penalties.
Our sales of natural gas are affected by the availability, terms and cost of pipeline transportation. As noted above, the price and terms of access to pipeline transportation are subject to extensive federal and state regulation. The FERC is continually proposing and implementing new rules and regulations affecting those operations of the natural gas industry. These initiatives also may affect the intrastate transportation of natural gas under certain circumstances. The stated purpose of many of these regulatory changes

is to promote competition among the various sectors of the natural gas industry and these initiatives generally reflect more light-handed regulation. We cannot predict the ultimate impact of these regulatory changes to our natural gas marketing operations, and we note that some of the FERC’s regulatory changes may adversely affect the availability and reliability of interruptible transportation service on interstate pipelines. We do not believe that we will be affected by any such FERC action in a manner that is materially different from other natural gas marketers with whom we compete.
Regulation of Gathering Pipelines.  Section 1(b) of the NGA exempts natural gas gathering facilities from the jurisdiction of the FERC under the NGA. We own a number of natural gas pipelines in Texas, Louisiana and West Virginia that we believe meet the traditional tests the FERC uses to establish a pipeline’s status as a gatherergathering pipeline not subject to FERC jurisdiction. However, the distinction between FERC-regulated transmission services and federally unregulated gathering services has been the subject of substantial litigation and varying interpretations, so the classification and regulation of our gathering facilities could be subject to change based on future determinations by the FERC, the courts and Congress. State regulation of gathering facilities generally includes various safety, environmental and, in some circumstances, nondiscriminatory take requirements and complaint-based rate regulation.
In Texas, our gathering facilities are subject to regulation by the TRRC under the Texas Utilities Code in the same manner as described above for our intrastate pipeline facilities. Louisiana’s Pipeline Operations Section of the Department of Natural Resources’ Office of Conservation is generally responsible for regulating intrastate pipelines and gathering facilities in Louisiana and has authority to review and authorize natural gas transportation transactions and the construction, acquisition, abandonment and interconnection of physical facilities.
Historically, apart from pipeline safety, Louisiana has not acted to exercise this jurisdiction respecting gathering facilities. In Louisiana, our Chalkley System is regulated as an intrastate transporter, and the Louisiana Office of Conservation has determined that our Whiskey Bay System is a gathering system.

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We are subject to state ratable take and common purchaser statutes in all of the states in which we operate. The ratable take statutes generally require gatherers to take, without undue discrimination, natural gas production that may be tendered to the gatherer for handling. Similarly, common purchaser statutes generally require gatherers to purchase without undue discrimination as to source of supply or producer. These statutes are designed to prohibit discrimination in favor of one producer over another producer or one source of supply over another source of supply. These statutes have the effect of restricting the right of an owner of gathering facilities to decide with whom it contracts to purchase or transport natural gas.
Natural gas gathering may receive greater regulatory scrutiny at both the state and federal levels. For example, the TRRC has approved changes to its regulations governing transportation and gathering services performed by intrastate pipelines and gatherers, which prohibit such entities from unduly discriminating in favor of their affiliates. Many of the producing states have adopted some form of complaint-based regulation that generally allows natural gas producers and shippers to file complaints with state regulators in an effort to resolve grievances relating to natural gas gathering access and rate discrimination allegations. Our gathering operations could be adversely affected should they be subject in the future to the application of additional or different state or federal regulation of rates and services. Our gathering operations also may be or become subject to safety and operational regulations relating to the design, installation, testing, construction, operation, replacement and management of gathering facilities. Additional rules and legislation pertaining to these matters are considered or adopted from time to time. We cannot predict what effect, if any, such changes might have on our operations, but the industry could be required to incur additional capital expenditures and increased costs depending on future legislative and regulatory changes.
Regulation of Interstate Crude Oil, NGL and Refined Products Pipelines. Interstate common carrier pipeline operations are subject to rate regulation by the FERC under the Interstate Commerce Act (“ICA”), the Energy Policy Act of 1992 (the “EPAct of 1992”), and related rules and orders. The ICA requires that tariff rates for petroleum pipelines be “just and reasonable” and not unduly discriminatory and that such rates and terms and conditions of service be filed with the FERC. This statute also permits interested persons to challenge proposed new or changed rates. The FERC is authorized to suspend the effectiveness of such rates for up to seven months, though rates are typically not suspended for the maximum allowable period. If the FERC finds that the new or changed rate is unlawful, it may require the carrier to pay refunds for the period that the rate was in effect. The FERC also may investigate, upon complaint or on its own motion, rates that are already in effect and may order a carrier to change its rates prospectively. Upon an appropriate showing, a shipper may obtain reparations for damages sustained for a period of up to two years prior to the filing of a complaint.
The FERC generally has not investigated interstate rates on its own initiative when those rates, like those we charge, have not been the subject of a protest or a complaint by a shipper. However, the FERC could investigate our rates at the urging of a third party if the third party is either a current shipper or has a substantial economic interest in the tariff rate level. Although no assurance can be given that the tariffstariff rates charged by us ultimately will be upheld if challenged, management believes that the tariffstariff rates now in effect for our pipelines are within the maximum rates allowed under current FERC guidelines.policies and precedents.
We have been approved by the FERC to charge market-based rates in most of the refined products
For many locations served by our pipeline systems. In those locations where market-based rates have been approved,product and crude pipelines, we are able to establish negotiated rates.  Otherwise, we are permitted to charge cost-based rates, or in many cases, grandfathered rates based on historical charges or settlements with our customers. To the extent we rely on cost-of-service rate making to establish or support our rates, the issue of the proper allowance for federal and state income taxes could arise. In 2005, FERC issued a policy statement stating that it would permit common carriers, among others, to include an income tax allowance in cost-of-service rates to reflect actual or potential tax liability attributable to a regulated entity’s operating income, regardless of the form of ownership. Under FERC’s policy, a tax pass-through entity seeking such an income tax allowance must establish that its partners or members have an actual or potential income tax liability on the regulated entity’s income. Whether a pipeline’s owners have such actual or potential income tax liability is subject to review by FERC on a case-by-case basis. Although this policy is generally favorable for common carriers that are based upon competitive market conditions.organized as pass-through entities, it still entails rate risk due to the FERC’s case-by-case review approach. The application of this policy, as well as any decision by FERC regarding our cost of service, may also be subject to review in the courts. On December 23, 2016, FERC issued an Inquiry Regarding the Commission’s Policy for Recovery of Income Tax Credits. FERC is seeking comment regarding how to address any double recovery resulting from the FERC’s current income tax allowance and rate of return policies. The comment period with respect to the proposed rules extends until April 7, 2017.
EPAct 1992 required FERC to establish a simplified and generally applicable methodology to adjust tariff rates for inflation for interstate petroleum pipelines. As a result, FERC adopted an indexing rate methodology which, as currently in effect, allows common carriers to change their rates within prescribed ceiling levels that are tied to changes in the Producer Price Index for Finished Goods, or PPIFG. FERC’s indexing methodology is subject to review every five years. During the five-year period commencing July 1, 2011 and ending June 30, 2016, common carriers charging indexed rates are permitted to adjust their indexed ceilings annually by PPIFG plus 2.65%. Beginning July 1, 2016, the indexing method provided for annual changes equal to the change in PPIFG plus 1.23%. The indexing methodology is applicable to existing rates, including grandfathered rates, with the exclusion of market-based rates. A pipeline is not required to raise its rates up to the index ceiling, but it is permitted to do so and rate increases made under the index are presumed to be just and reasonable unless a protesting party can demonstrate that the portion of the rate increase resulting from application of the index is substantially in excess of the pipeline’s increase in costs. Under the indexing rate methodology, in any year in which the index is negative, pipelines must file to lower their rates if those rates would otherwise be above the rate ceiling. In October 2016, FERC issued an Advance Notice of Proposed Rulemaking seeking comment on a number of proposals, including: (1) whether the Commission should deny any increase in a rate ceiling or annual index-based rate increase if a pipeline’s revenues exceed total costs by 15% for the prior 2 years; (2) a new percentage comparison test that would deny a proposed increase to a pipeline’s rate or ceiling level greater than 5% above the barrel-mile cost changes; and (3) a requirement that all pipelines file indexed ceiling levels annually, with the ceiling levels subject to challenge and restricting the pipeline’s ability to carry forward the full indexed increase to a future period. The comment period with respect to the proposed rules extends until March 17, 2017.
Regulation of Intrastate Crude Oil, NGL and Refined Products Pipelines. Some of our crude oil, NGL and refined products pipelines are subject to regulation by the TRRC, the PA PUC, and the Oklahoma Corporation Commission. The operations of our joint venture interests are also subject to regulation in the states in which they operate. The applicable state statutes require that pipeline rates be nondiscriminatory and provide no more than a fair return on the aggregate value of the pipeline property used to render services. State commissions generally have not initiated an investigation of rates or practices of petroleum pipelines in the absence of shipper complaints. Complaints to state agencies have been infrequent and are usually resolved informally. Although management cannot be certain that our intrastate rates ultimately would be upheld if challenged, we believe that, given this history, the tariffs now in effect are not likely to be challenged or, if challenged, are not likely to be ordered to be reduced.
In addition, as noted above, the rates, terms and conditions for shipments of crude oil, NGLs or products on our pipelines could be subject to regulation by FERC under the ICA and the EPAct of 1992 if the crude oil, NGLs or products are transported in interstate or foreign commerce whether by our pipelines or other means of transportation. Since we do not control the entire transportation path of all crude oil, NGLs or products shipped on our pipelines, FERC regulation could be triggered by our customers’ transportation decisions.
Regulation of Pipeline Safety.  Our pipeline operations are subject to regulation by the DOT, underthrough the PHMSA, pursuant to the Natural Gas Pipeline Safety Act of 1968, as amended (“NGPSA”), with respect to natural gas and the Hazardous Liquids Pipeline Safety Act of 1979, as amended (“HLPSA”), with respect to crude oil, NGLs and condensates. Both the NGPSA and the HLPSA were amended by the Pipeline Safety Improvement Act of 2002 (“PSI Act”) and the Pipeline Inspection, Protection, Enforcement, and Safety Act of 2006 (“PIPES Act”). The NGPSA and HLPSA, as amended, govern the design, installation, testing, construction, operation, replacement and management of natural gas as well as crude oil, NGL and condensate pipeline facilities. Pursuant to these acts, PHMSA has promulgated regulations governing pipeline wall thickness, design pressures, maximum operating pressures, pipeline patrols and leak surveys, minimum depth requirements, and emergency procedures, as well as other matters intended to ensure adequate protection for the public and to prevent accidents and failures. Additionally, PHMSA has established a series of rules requiring pipeline operators to develop and implement integrity management programs for certain gas transmission and hazardous liquid pipelines that, in the event of a pipeline leak or rupture, could affect high consequence areas (“HCAs”), which are areas where a release could have the most significant adverse consequences, including high population areas, certain drinking water

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sources and unusually sensitive ecological areas. Failure

to comply with the pipeline safety laws and regulations may result in the assessment of sanctions, including administrative, civil or criminal penalties, the imposition of administrative, civil and criminal remedies. The “rural gathering exemption” underinvestigatory, remedial or corrective action obligations, the NGPSA presently exempts substantial portionsoccurrence of delays in permitting or the performance of projects, or the issuance of injunctions limiting or prohibiting some or all of our gathering facilities from jurisdiction under the NGPSA, but does not apply to our intrastate natural gas pipelines. The portions of our facilities that are exempt include those portions located outside of cities, towns or any area designated as residential or commercial, such as a subdivision or shopping center. Changes to federal pipeline safety laws and regulations are being considered by Congress or PHMSA including changes to the “rural gathering exemption,” which may be restrictedoperations in the future. While we believe our pipeline operations are in substantial compliance with applicable pipeline safety laws, safety lawsaffected area.
The NGPSA and regulations may be made more stringent and penalties could be increased. Such legislative and regulatory changes could have a material effect on our operations and costs of transportation service.
Most recently, these pipeline safety lawsHLPSA were amended on January 3, 2012 when President Obama signed into lawby the Pipeline Safety, Regulatory Certainty, and Job Creation Act of 2011 (“2011 Pipeline Safety Act”), which increasesre-authorized the federal pipeline safety programs of PHMSA through 2015 and increased pipeline safety regulation. Among other things, the legislation doublesdoubled the maximum administrative fines for safety violations from $100,000 to $200,000 for a single violation and from $1 million to $2 million for a related series of violations, and providesbut provided that these maximum penalty caps do not apply to certain civil enforcement actions; permitspermitted the DOT Secretary to mandate automatic or remote controlled shut off valves on new or entirely replaced pipelines; requiresrequired the DOT Secretary to evaluate whether integrity management system requirements should be expanded beyond HCAs, within 18 months of enactment;HCAs; and providesprovided for regulation of carbon dioxide transported by pipeline in a gaseous state and requires the DOT Secretary to prescribe minimum safety regulations for such transportation. Effective August 1, 2016, those maximum civil penalties were increased to $205,638 per violation per day, with a maximum of approximately $2 million for a series of violations, to account for inflation. In addition, the Protecting Our Infrastructure of Pipelines and Enhancing Safety Act of 2016 (“PIPES Act) reauthorized the federal pipeline safety programs of PHMSA through 2019.
In addition, states have adopted regulations, similar to existing PHMSA regulations, for intrastate gathering and transmission lines. The states in which we conduct operations typically have developed regulatory programs that parallel the federal regulatory scheme and are applicable to intrastate pipelines transporting natural gas and NGLs.pipelines. Under such state regulatory programs, states have the authority to conduct pipeline inspections, to investigate accidents and to oversee compliance and enforcement, safety programs and record maintenance and reporting. Congress, PHMSA and individual states may pass or implement additional safety requirements that could result in increased compliance costs for us and other companies in our industry. For instance,example, federal construction, maintenance and inspection standards under the NGPSA that apply to pipelines in relatively populated areas may not apply to gathering lines running through rural regions. This “rural gathering exemption” under the NGPSA presently exempts substantial portions of our gathering facilities located outside of cities, towns or any area designated as residential or commercial from jurisdiction under the NGPSA, but does not apply to our intrastate natural gas pipelines. In recent years, the PHMSA has considered changes to this rural gathering exemption, including publishing an advance notice of proposed rulemaking relating to gas pipelines in 2011, in which the agency sought public comment on possible changes to the definition of “high consequence areas” and “gathering lines” and the strengthening of pipeline integrity management requirements. In April 2016, pursuant to one of the requirements of the 2011 Pipeline Safety Act, PHMSA published a proposed rulemaking that would expand integrity management requirements and impose new pressure testing requirements on currently regulated gas transmission pipelines. The proposal would also significantly expand the regulation of gathering lines, subjecting previously unregulated pipelines to requirements regarding damage prevention, corrosion control, public education programs, maximum allowable operating pressure limits, and other requirements.
In January 2017, PHMSA issued a final rule amending federal safety standards for hazardous liquid pipelines. The final rule is the latest step in a lengthy rulemaking process that began in 2010 with a request for comments and continued with publication of a rulemaking proposal in October 2015. The general effective date of this final rule is six months from publication in the Federal Register, but it is currently subject to further administrative review in connection with the transition of Presidential administrations. The final rule addresses several areas including reporting requirements for gravity and unregulated gathering lines, inspections after weather or climatic events, leak detection system requirements, revisions to repair criteria and other integrity management revisions. In addition, PHMSA issued new regulations on January 23, 2017, on operator qualification, cost recovery, accident and incident notification and other pipeline safety changes. These new regulations are effective March 24, 2017. These regulations are also subject, however, to potential further review in connection with the transition of Presidential administrations. Historically our pipeline safety costs have not had a material adverse effect on our business or results of operations but there is no assurance that such costs will not be material in the future, whether due to elimination of the rural gathering exemption or otherwise due to changes in pipeline safety laws and regulations.
In another example of how future legal requirements could result in increased compliance costs, notwithstanding the applicability of the OSHA’sFederal Occupational Safety and Health Administration (“OSHA”) Process Safety Management (“PSM”) regulations and the EPA’s Risk Management Planning (“RMP”) requirements at regulated facilities, PHMSA and one or more state regulators, including the TRRC,Texas Railroad Commission, have in the recent past, expanded the scope of their regulatory inspections to include certain in-plant equipment and pipelines found within NGL fractionation facilities and associated storage facilities, in order to assess compliance of such equipment and pipelines with hazardous liquid pipeline safety requirements. These recent actions by PHMSA are currently subject to judicial and administrative challenges by one or more midstream operators; however, to the extent that such legal challenges are unsuccessful, midstream operators of NGL fractionation facilities and associated storage facilities subject to such inspection may be required to make operational changes or modifications at their facilities to meet standards beyond current PSM and RMP requirements, which changes or modifications may result in additional capital costs, possible operational delays and increased costs of operation that, in some instances, may be significant.

Environmental Matters
General. Our operation of processing plants, pipelines and associated facilities, including compression, in connection with the gathering, processing, storage and transmission of natural gas and the storage and transportation of NGLs, crude oil and refined products, and underground storage tanks, is subject to stringent federal, tribal, state and local laws and regulations, including those governing, among other things, air emissions, wastewater discharges, the use, management and disposal of hazardous and nonhazardous materials and wastes, and the cleanup of contamination. Noncompliance with such laws and regulations, or incidents resulting in environmental releases, could cause us to incur substantial costs, penalties, fines and criminal sanctions, third partythird-party claims for personal injury or property damage, investmentscapital expenditures to retrofit or upgrade our facilities and programs, or curtailment or cancellation of permits or operations. As with the industry generally, compliance with existing and anticipated environmental laws and regulations increases our overall cost of doing business, including our cost of planning, permitting, constructing and operating our plants, pipelines and other facilities. Included inAs a result of these laws and regulations our construction and operation costs areinclude capital, operating and maintenance cost items necessary to maintain or upgrade our equipment and facilities to remain in compliance with environmental laws and regulations.facilities.
We have implemented procedures to ensure that all governmental environmental approvals for both existing operations and those under construction are updated as circumstances require. We believe thatHistorically, our operations and facilities are in substantialenvironmental compliance with applicable environmental laws and regulations and that the cost of compliance with such laws and regulations willcosts have not havehad a material adverse effect on our business, results of operations andor financial condition. Wecondition; however, there can be no assurance that such costs will not be material in the future. For example, we cannot be certain however, that identification of presently unidentified conditions, more rigorous enforcement by regulatory agencies, enactment of more stringent environmental laws and regulations or other unanticipated events will not arise in the future and give rise to environmental liabilities that could have a material adverse effect on our business, financial condition or results of operations.

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Hazardous Substances and Waste Materials. To a large extent, the environmental laws and regulations affecting our operations relate to the release of hazardous substances and waste materials into soils, groundwater and surface water and include measures to prevent, minimize or remediate contamination of the environment. These laws and regulations generally regulate the generation, storage, treatment, transportation and disposal of hazardous substances and waste materials and may require investigatory and remedial actions at sites where such material has been released or disposed. For example, CERCLA,the Comprehensive Environmental Response, Compensation and Liability Act, as amended, (“CERCLA”), also known as the “Superfund” law, and comparable state laws, impose liability without regard to fault or the legality of the original conduct on certain classes of persons that contributed to a release of a “hazardous substance” into the environment. These persons include the owner and operator of the site where a release occurred and companies that disposed or arranged for the disposal of the hazardous substance that has been released into the environment. Under CERCLA, these persons may be subject to strict, joint and several liability, without regard to fault, for, among other things, the costs of investigating and remediating the hazardous substances that have been released into the environment, for damages to natural resources and for the costs of certain health studies. CERCLA and comparable state law also authorize the federal EPA, its state counterparts, and, in some instances, third parties to take actions in response to threats to the public health or the environment and to seek to recover from the responsible classes of persons the costs they incur. It is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by hazardous substances or other pollutants released into the environment. Although “petroleum” as well as natural gas and NGLs are excluded from CERCLA’s definition of a “hazardous substance,” in the course of our ordinary operations we generate wastes that may fall within that definition or that may be subject to other waste disposal laws and regulations. We may be responsible under CERCLA or state laws for all or part of the costs required to clean up sites at which such substances or wastes have been disposed.
We also generate both hazardous and nonhazardous wastes that are subject to requirements of the federal Resource Conservation and Recovery Act, as amended, (“RCRA”), and comparable state statutes. We are not currently required to comply with a substantial portion of the RCRA hazardous waste requirements at many of our facilities because the minimal quantities of hazardous wastes generated there make us subject to less stringent nonhazardous management standards. From time to time, the EPA has considered or third parties have petitioned the agency on the adoption of stricter handling, storage and disposal standards for nonhazardous wastes, including certain wastes associated with the exploration, development and production of crude oil and natural gas. For example, following the filing of a lawsuit in the U.S. District Court for the District of Columbia in May 2016 by several non-governmental environmental groups against the EPA for the agency’s failure to timely assess its RCRA Subtitle D criteria regulations for oil and gas wastes.wastes, EPA and the environmental groups entered into an agreement that was finalized in a consent decree issued by the District Court on December 28, 2016. Under the decree, the EPA is required to propose no later than March 15, 2019, a rulemaking for revision of certain Subtitle D criteria regulations pertaining to oil and gas wastes or sign a determination that revision of the regulations is not necessary. If EPA proposes a rulemaking for revised oil and gas waste regulations, the Consent Decree requires that the EPA take final action following notice and comment rulemaking no later than July 15, 2021. It is possible that some wastes generated by us that are currently classified as nonhazardous may in the future be designated as “hazardous wastes,” resulting in the wastes being subject to more rigorous and costly disposal requirements, or that the full complement of RCRA standards could be applied to facilities that generate lesser amounts of hazardous waste. Changes such as these examples in applicable regulations may result in a material increase in our capital expenditures or plant operating and maintenance expense.expense

and, in the case of our oil and natural gas exploration and production customers, could result in increased operating costs for those customers and a corresponding decrease in demand for our processing, transportation and storage services.
We currently own or lease sites that have been used over the years by prior owners or lessees and by us for various activities related to gathering, processing, storage and transmission of natural gas, NGLs, crude oil and refined products. Solid wasteWaste disposal practices within the oil and gas industry have improved over the years with the passage and implementation of various environmental laws and regulations. Nevertheless, some hydrocarbons and wastes have been disposed of or otherwise released on or under various sites during the operating history of those facilities that are now owned or leased by us. Notwithstanding the possibility that these releases may have occurred during the ownership or operation of these assets by others, these sites may be subject to CERCLA, RCRA and comparable state laws. Under these laws, we could be required to remove or remediate previously disposed wastes (including wastes disposed of or released by prior owners or operators) or contamination (including soil and groundwater contamination) or to prevent the migration of contamination.
As of December 31, 20132016 and 20122015, accruals of $403$385 million and $212$368 million, respectively, were recorded in our consolidated balance sheets as accrued and other current liabilities and other non-current liabilities to cover estimated material environmental liabilities including, for example, certain matters assumed in connection with our acquisition of the HPL System, theour acquisition of Transwestern, acquisition, potential environmental liabilities for three sites that were formerly owned by Titan Energy Partners, L.P. or its predecessors, and the predecessor owner’s share of certain environmental liabilities of ETC OLP.
The Partnership is subject to extensive and frequently changing federal, tribal, state and local laws and regulations, including but not limited to, those relating to the discharge of materials into the environment or that otherwise relate to the protection of the environment, waste management and the characteristics and composition of fuels. These laws and regulations require environmental assessment and/orand remediation efforts at many of Sunoco’sSunoco, Inc.’s facilities and at formerly owned or third-party sites. Accruals for these environmental remediation activities amounted to $377$324 million and $344 million at December 31, 2013,2016 and 2015, respectively, which is included in the total accruals above. These legacy sites that are subject to environmental assessments include formerly owned terminals and other logistics assets, retail sites that are no longer operated by Sunoco, Inc., closed and/or sold refineries and other formerly owned sites. In December 2013, a wholly-owned captive insurance company was established for these legacy sites.sites that are no longer operating. The premiums paid to the captive insurance company include estimates for environmental claims that have been incurred but not reported, based on an actuarially determined fully developed claims expense estimate. In such cases, we accrue losses attributable to unasserted claims based on the discounted estimates that are used to develop the premiums paid to the captive insurance company. As of December 31, 20132016 the captive insurance company held $348$226 million of cash which was reported as restricted funds.and investments.
The Partnership’s accrual for environmental remediation activities reflects anticipated work at identified sites where an assessment has indicated that cleanup costs are probable and reasonably estimable. The accrual for known claims is undiscounted and is based on currently available information, estimated timing of remedial actions and related inflation assumptions, existing technology and presently enacted laws and regulations. It is often extremely difficult to develop reasonable estimates of future site remediation

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costs due to changing regulations, changing technologies and their associated costs, and changes in the economic environment. Engineering studies, historical experience and other factors are used to identify and evaluate remediation alternatives and their related costs in determining the estimated accruals for environmental remediation activities.
We have established a wholly-owned captive insurance company to bear certain risks associated with environmental obligations related to certain sites that are no longer operating. The premiums paid to the captive insurance company include estimates for environmental claims that have been incurred but not reported, based on an actuarially determined fully developed claims expense estimate. In such cases, we accrue losses attributable to unasserted claims based on the discounted estimates that are used to develop the premiums paid to the captive insurance company.
Under various environmental laws, including the RCRA, (which relates to solid and hazardous waste treatment, storage and disposal), the Partnership has initiated corrective remedial action at certain of its facilities and formerly owned facilities and at certain third-party sites. At the Partnership’s major manufacturing facilities, we have consistentlytypically assumed continued industrial use and a containment/remediation strategy focused on eliminating unacceptable risks to human health or the environment. The remediation accruals for these sites reflect that strategy. Accruals include amounts designed to prevent or mitigate off-site migration and to contain the impact on the facility property, as well as to address known, discrete areas requiring remediation within the plants. ActivitiesRemedial activities include , for example, closure of RCRA solid waste management units, recovery of hydrocarbons, handling of impacted soil, mitigation of surface water impacts and prevention or mitigation of off-site migration. A change in this approach as a result of changing the intended use of a property or a sale to a third party could result in a comparatively higher cost remediation strategy in the future.
The Partnership currently owns or operates certain retail gasoline outlets where releases of petroleum products have occurred. Federal and state laws and regulations require that contamination caused by such certain of releases at these sites and at formerly owned sites be assessed and remediated to meet the applicable standards. Our obligation to remediate this type of contamination varies, depending on the extent of the release and the applicable laws and regulations. AIf the Partnership is eligible to participate, a portion of the remediation costs may be recoverable from the reimbursement fund of the applicable state, after any deductible has been met.
In general, eacha remediation site/site or issue is typically evaluated individuallyon an individual basis based upon information available for the site/site or issue and no pooling or statistical analysis is used to evaluate an aggregate risk for a group of similar items (e.g.,(for example, service station sites) in determining the amount of probable loss accrual to be recorded. The estimates of environmental remediation costs

also frequently involve evaluation of a range of estimates. In many cases, it is difficult to determine that one point in the range of loss estimates is more likely than any other. In these situations, existing accounting guidance requires thatallows us the minimum amount of the range be accrued.to accrue. Accordingly, the low end of the range often represents the amount of loss which has been recorded.
In addition to the probable and estimable losses which have been recorded, management believes it is reasonably possible (i.e.,(that is, it is less than probable but greater than remote) that additional environmental remediation losses will be incurred. At December 31, 2013,2016, the aggregate of thesuch additional estimated maximum additional reasonably possible losses, which relate to numerous individual sites, totaled approximately $6 million.$5 million, which amount is in excess of the $345 million in environmental accruals recorded on December 31, 2016. This estimate of reasonably possible losses comprises estimates for remediation activities at current logistics and retail assets, and in many cases, reflects the upper end of the loss ranges which are described above. Such estimates include potentially higher contractor costs for expected remediation activities, the potential need to use more costly or comprehensive remediation methods and longer operating and monitoring periods, among other things.
In summary, total future costs for environmental remediation activities will depend upon, among other things, the identification of any additional sites, the determination of the extent of the contamination at each site, the timing and nature of required remedial actions, the nature of operations at each site, the technology available and needed to meet the various existing legal requirements, the nature and terms of cost-sharing arrangements with other potentially responsible parties, the availability of insurance coverage, the nature and extent of future environmental laws and regulations, inflation rates, terms of consent agreements or remediation permits with regulatory agencies and the determination of the Partnership’s liability at the sites, if any, in light of the number, participation level and financial viability of the other parties. The recognition of additional losses, if and when they were to occur, would likely extend over many years, but management can provide no assurance that it would be over many years. Management believes that the Partnership’s exposure to adverse developments with respect to any individual site is not expected to be material. However, ifIf changes in environmental laws or regulations occur or the assumptions used to estimate losses at multiple sites are adjusted, such changes could materially and adversely impact multiple facilities, formerly owned facilities and third-party sites at the same time.  As a result, from time to time, significant charges against income for environmental remediation may occur; however,occur. And while management does not believe that any such charges would have a material adverse impact on the Partnership’s consolidated financial position.position, it can provide no assurance.
Transwestern conducts soil and groundwater remediation at a number of its facilities. Some of the cleanup activities include remediation of several compressor sites on the Transwestern system for contamination by PCBs, and the costs of this work are not eligible for recovery in rates. The total accrued future estimated cost of remediation activities expected to continue through 2025 is $7$7 million,, which is included in the total environmental accruals mentioned above. Transwestern received FERC approval for rate recovery of projected soil and groundwater remediation costs not related to PCBs effective April 1, 2007. Transwestern,

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as part of ongoing arrangements with customers, continues to incur costs associated with containing and removing potential PCB contamination. Future costs cannot be reasonably estimated because remediation activities are undertaken as potential claims are made by customers and former customers. However, suchSuch future costs are not expected to have a material impact on our financial position, results of operations or cash flows.flows, but management can provide no assurance.
Underground Storage Tanks. We are required to make financial expenditures to comply with regulations governing underground storage tanks adopted by federal, state and local regulatory agencies. Pursuant to the RCRA, the EPA has established a comprehensive regulatory program for the detection, prevention, investigation and cleanup of leaking underground storage tanks. State or local agencies are often delegated the responsibility for implementing the federal program or developing and implementing equivalent state or local regulations. We have a comprehensive program in place for performing routine tank testing and other compliance activities which are intended to promptly detect and investigate any potential releases. We believe we are in compliance in all material respects with requirements applicable to our underground storage tanks.
Air Emissions. Our operations are subject to the federal Clean Air Act, as amended, and comparable state laws and regulations. These laws and regulations regulate emissions of air pollutants from various industrial sources, including our processing plants, and also impose various monitoring and reporting requirements. Such laws and regulations may require that we obtain pre-approval for the construction or modification of certain projects or facilities, such as our processing plants and compression facilities, expected to produce air emissions or to result in the increase of existing air emissions, that we obtain and strictly comply with air permits containing various emissions and operational limitations, or that we utilize specific emission control technologies to limit emissions. We will be required to incur capital expenditures in the future for air pollution control equipment in connection with obtaining and maintaining operating permits and approvals for air emissions. In addition, our processing plants, pipelines and compression facilities are subject to increasingly stringent regulations, including regulations that require the installation of control technology or the implementation of work practices to control hazardous air pollutants. Moreover, the Clean Air Act requires an operating permit for major sources of emissions and this requirement applies to some of our facilities. We believe thatHistorically, our operations are in substantialcosts for compliance with the federalexisting Clean Air Act and comparable state laws.law requirements have not had a material adverse effect on our results of operations; however, there can be no assurance that such costs will not be material in the future. The EPA and state agencies are continuallyoften considering, proposing or finalizing new rules and regulations that could impact our existing operations and the costs and timing of new infrastructure development. For example, in October 2015, the EPA has recently finalized new source performance standards (NSPS)published a final rule under the Clean Air Act, lowering

the National Ambient Air Quality Standard (“NAAQS”) for ground-level ozone to 70 parts per billion for the oil8-hour primary and gas source category. New Subpart OOOO expandssecondary ozone standards. The EPA anticipates designating new non-attainment areas by October 1, 2017, and requiring states to revise implementation plans by October 1, 2020, with compliance dates anticipated between 2021 and 2037 determined by the NSPS oil and gas source category to include all operationsdegree of the oil and gas industry. It imposes new controls for emissions of volatile organic compounds (VOCs) on well completions, pneumatic devices, compressors, storage vessels and equipment leaks. In addition, EPA has also recently finalized revisions to Subparts HH and HHH that will further reduce emissions of hazardous air pollutants from storage tanks and tri-ethylene glycol dehydrators at major sources. Thesenon-attainment.  Compliance with this or other new regulations willcould, among other things, require installation of new emission controls on some of our equipment, result in longer permitting timelines, and significantly increase our cost of compliance.
On October 19, 2010, the EPA adopted new national emission standards for hazardous air pollutants for existing stationary spark ignition reciprocating internal combustion engines that are either located at area sources of hazardous air pollutant emissions or that have a site rating of less than or equal to 500 brake horsepowercapital expenditures and are located at major sources of hazardous air pollutant emissions. All engines subject to these “Quad Z” regulations were required to comply by October 19, 2013.  Many ofoperating costs, which could adversely impact our facilities, including our leased compressors have been impacted by these new rules.  We have incurred increased costs to bring engines into compliance with the new emission requirements, but such costs were not material. business.
Clean Water Act. The Federal Water Pollution Control Act of 1972, also known as amended, (“Clean Water ActAct”) and comparable state laws impose restrictions and strict controls regarding the discharge of pollutants, including hydrocarbon-bearing wastes, into state waters and waters of the United States. Pursuant to the Clean Water Act and similar state laws, a National Pollutant Discharge Elimination System, or state permit, or both, must be obtained to discharge pollutants into federal and state waters. In addition, the Clean Water Act and comparable state laws require that individual permits or coverage under general permits be obtained by subject facilities for discharges of storm water runoff. We believe that we are in substantial compliance withThe Clean Water Act permitting requirementsalso prohibits the discharge of dredge and fill material in regulated waters, including wetlands, unless authorized by permit. In May 2015, the EPA issued a final rule that attempts to clarify the federal jurisdictional reach over waters of the United States but this rule has been stayed nationwide by the U.S. Sixth Circuit Court of Appeals as well asthat appellate court and numerous district courts ponder lawsuits opposing implementation of the conditions imposed thereunder,rule. In January 2017, the U.S. Supreme Court accepted review of the rule to determine whether jurisdiction rests with the federal district or appellate courts. To the extent the rule expands the scope of the CWA’s jurisdiction, we could face increased costs and that our continued compliancedelays with such existing permit conditions will not have a material adverse effect on our business, financial condition or results of operations.respect to obtaining permits for dredge and fill activities in wetland areas.
Spills. Our operations can result in the discharge of regulated substances, including NGLs, crude oil or refinedother products. The Clean Water Act, as amended by the federal Oil Pollution Act of 1990, as amended, (“OPA”), and comparable state laws impose restrictions and strict controls regarding the discharge of regulated substances into state waters or waters of the United States. The Clean Water Act and comparable state laws can impose substantial administrative, civil and criminal penalties for non-compliance including spills and other non-authorized discharges. The Oil Pollution ActOPA subjects owners of covered facilities to strict joint and potentially unlimited liability for removal costs and other consequences of a release of oil, where the release is into navigable waters, along shorelines or in the exclusive economic zone of the United States. Spill prevention control and countermeasure requirements of the Clean Water Act and some state laws require that containment dikes and similar structures be installed to help prevent the impact on navigable waters in the event of a release.release of oil. The Office of Pipeline Safety of the DOT,PHMSA, the EPA, or various state regulatory agencies, has approved our oil spill emergency response plans and our management believes wethat are to be used in substantial compliance with these laws.the event of a spill incident.
In addition, some states maintain groundwater protection programs that require permits for discharges or operations that may impact groundwater conditions. Our management believes that compliance with existing permits and compliance with foreseeable new permit requirements will not have a material adverse effect on our results of operations, financial position or expected cash flows.
Endangered Species Act. The Endangered Species Act, as amended, restricts activities that may affect endangered or threatened species or their habitat. Similar protection isprotections are offered to migratory birds under the Migratory Bird Treaty Act. We may operate in areas that are currently designated as a habitat for endangered or threatened species or where the discovery of previously unidentified endangered

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species, or the designation of additional species as endangered or threatened may occur in which event such one or more developments could cause us to incur additional costs, to develop habitat conservation plans, to become subject to expansion or operating restrictions, or bans in the affected areas. Moreover, such designation of previously unprotected species as threatened or endangered in areas where our oil and natural gas exploration and production customers operate could cause our customers to incur increased costs arising from species protection measures and could result in delays or limitations in our customers’ performance of operations, which could reduce demand for our services.
Climate Change. On December 15, 2009,Climate change continues to attract considerable public and scientific attention. As a result, numerous proposals have been made and are likely to continue to be made at the EPA published its findings thatinternational, national, regional and state levels of government to monitor and limit emissions of GHGs. These efforts have included consideration of cap-and-trade programs, carbon dioxide, methanetaxes and other greenhouse gases present an endangermentGHG reporting and tracking programs, and regulations that directly limit GHG emissions from certain sources. At the federal level, no comprehensive climate change legislation has been implemented to public health and the environment because emissions of such gases are, according to thedate. The EPA contributing to warminghas, however, adopted rules under authority of the Earth’s atmosphere and other climatic changes. Based on these findings, the EPA has adopted regulations under existing provisions of the federal Clean Air Act that, among other things, would restrict emissions of greenhouse gases from motor vehicles as well as established Prevention ofestablish Potential for Significant Deterioration (“PSD”) construction and Title V permittingoperating permit reviews for GHG emissions from certain large stationary sources that are also potential major sources of greenhouse gas emissions. Facilities required to obtaincertain principal, or criteria, pollutant emissions, which reviews could require securing PSD permits for their greenhouse gas emissions will be required to also reduce those emissions according to “bestat covered facilities emitting GHGs and meeting "best available control technology”technology" standards for greenhouse gases, which are developed on a case-by-case basis. Any regulatory or permitting obligation that limits emissions of greenhouse gases could require us to incur costs to reduce or sequester emissions of greenhouse gases associated with our operations and also could adversely affect demand for the natural gas and other hydrocarbon products that we transport, process, or otherwise handle in connection with our services.
those GHG emissions. In addition, the EPA has published a final ruleadopted rules requiring the monitoring and annual reporting of greenhouse gasGHG emissions from specified large greenhousecertain petroleum and natural gas system sources in the United States on an annual basis,U.S., including, among others, onshore oil and natural gas production, processing, transmission, storage and distribution facilities. We are monitoring greenhouseIn October 2015, the EPA amended and expanded the GHG reporting requirements to all segments of the oil and natural gas industry, including gathering and boosting facilities and blowdowns of natural gas transmission pipelines.

Federal agencies also have begun directly regulating emissions of methane, a GHG, from oil and natural gas operations. In June 2016, the EPA published New Source Performance Standards (“NSPS”), known as Subpart OOOOa, that require certain new, modified or reconstructed facilities in the oil and natural gas sector to reduce these methane gas and volatile organic compound emissions. These Subpart OOOOa standards will expand previously issued NSPS published by the EPA in 2012 and known as Subpart OOOO, by using certain equipment-specific emissions control practices, requiring additional controls for pneumatic controllers and pumps as well as compressors, and imposing leak detection and repair requirements for natural gas compressor and booster stations. Moreover, in November 2016, the EPA began seeking information about methane emissions from certainfacilities and operators in the oil and natural gas industry that could be used to develop Existing Source Performance Standards. Additionally, in December 2015, the United States joined the international community at the 21st Conference of our operationsthe Parties of the United Nations Framework Convention on Climate Change in accordance withParis, France preparing an agreement requiring member countries to review and “represent a progression” in their intended nationally determined contributions, which set GHG emission reduction goals every five years beginning in 2020. This “Paris agreement” was signed by the greenhouse gasUnited States in April 2016 and entered into force in November 2016; however, this agreement does not create any binding obligations for nations to limit their GHG emissions, but rather includes pledges to voluntarily limit or reduce future emissions.
The adoption and implementation of any international, federal or state legislation or regulations that require reporting rule and believe that our monitoring and reporting activities are in substantial compliance with applicable reporting obligations.
Various pieces of legislation to reduceGHGs or otherwise restrict emissions of GHGs could result in increased compliance costs or to create capadditional operating restrictions, and trade programs for, greenhouse gasescould have been proposed by the U.S. Congress over the past several years, but no proposal has yet passed. Numerous states have already taken legal measures to reduce emissions of greenhouse gases, primarily through the planned development of greenhouse gas emission inventories and/or regional greenhouse gas cap and trade programs. The passage of legislation that limits emissions of greenhouse gases froma material adverse effect on our equipment and operations could require us to incur costs to reduce the greenhouse gas emissions from our own operations, and it could also adversely affectbusiness, financial condition, demand for our transportation, storageservices, results of operations, and processing services by reducing demand for oil, natural gascash flows. Finally, some scientists have concluded that increasing concentrations of GHG in the atmosphere may produce climate changes that have significant physical effects, such as increased frequency and NGLs.severity of storms, droughts, and floods and other climate events that could have an adverse effect on our assets.
Some have suggested that one consequence of climate change could be increased severity of extreme weather, such as increased hurricanes and floods. If such effects were to occur, our operations could be adversely affected in various ways, including damages to our facilities from powerful winds or rising waters, or increased costs for insurance. Another possible consequence of climate change is increased volatility in seasonal temperatures. The market for our NGLs and natural gas is generally improved by periods of colder weather and impaired by periods of warmer weather, so any changes in climate could affect the market for the fuels that we produce. Despite the use of the term “global warming” as a shorthand for climate change, some studies indicate that climate change could cause some areas to experience temperatures substantially colder than their historical averages. As a result, it is difficult to predict how the market for our products could be affected by increased temperature volatility, although if there is an overall trend of warmer temperatures, it would be expected to have an adverse effect on our business.
Other Government Regulation. The Petroleum Marketing Practices Act, or “PMPA”, is a federal law that governs the relationship between a refiner and a distributor, as well as between a distributor and branded dealer, pursuant to which the refiner or distributor permits a distributor or dealer to use a trademark in connection with the sale or distribution of motor fuel. Under the PMPA, we may not terminate or fail to renew a branded distributor contract unless certain enumerated preconditions or grounds for termination or nonrenewal are met and we also comply with the prescribed notice requirements. Additionally, we are subject to state petroleum franchise laws as well as laws specific to gasoline retailers and dealers, including state laws that regulate our relationships with third parties to whom we lease sites and supply motor fuels.
Employee Health and Safety. We are subject to the requirements of the federal OSHA and comparable state laws that regulate the protection of the health and safety of workers. In addition, the OSHA hazard communication standard requires that information be maintained about hazardous materials used or produced in operations and that this information be provided to employees, state and local government authorities and citizens. We believe that our operations are in substantial compliance with thepast costs for OSHA requirementsrequired activities, including general industry standards, recordkeeping requirements, and monitoring of occupational exposure to regulated substances.substances, have not had a material adverse effect on our results of operations but there is no assurance that such costs will not be material in the future.
Employees
As of JanuaryDecember 31, 2014,2016, ETE and its consolidated subsidiaries employed an aggregate of 13,57330,992 employees, 1,4661,760 of which are represented by labor unions. We and our subsidiaries believe that our relations with our employees are satisfactory.
SEC Reporting
We file or furnish annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any related amendments and supplements thereto with the Securities and Exchange Commission (“SEC”).SEC. From time to time, we may also file registration and related statements pertaining to equity or debt offerings. You may read and copy any materials we file or furnish with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information regarding the Public Reference Room by calling the SEC at 1-800-732-0330. In addition, the SEC maintains an internet website at http://www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

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We provide electronic access, free of charge, to our periodic and current reports, and amendments to these reports, on our internet website located at http://www.energytransfer.com. These reports are available on our website as soon as reasonably practicable after we electronically file such materials with the SEC. Information contained on our website is not part of this report.

ITEM 1A.  RISK FACTORS
In addition to risks and uncertainties in the ordinary course of business that are common to all businesses, important factors that are specific to our structure as a limited partnership, our industry and our company could materially impact our future performance and results of operations. We have provided below a list of these risk factors that should be reviewed when considering an investment in our securities. ETP, Regency, Panhandle, PennTex, Sunoco Logistics and Sunoco LogisticsLP file Annual Reports on Form 10-K that include risk factors that can be reviewed for further information. The risk factors set forth below, and those included in ETP’s, Regency’s, Panhandle’s, PennTex’s, Sunoco Logistics’ and Sunoco Logistics’LP’s Annual Report,Reports, are not all the risks we face and other factors currently considered immaterial or unknown to us may impact our future operations.
Risks Inherent in an Investment in Us
Cash distributions are not guaranteed and may fluctuate with our performance or other external factors.
The source of our earnings and cash flow is cash distributions from ETP, PennTex, Sunoco LP and Regency.Sunoco Logistics via the Class H Units. Therefore, the amount of distributions we are currently able to make to our Unitholders may fluctuate based on the level of distributions ETP, and RegencyPennTex, Sunoco LP or Sunoco Logistics makes to their partners. ETP, PennTex, Sunoco LP or RegencySunoco Logistics may not be able to continue to make quarterly distributions at their current level or increase their quarterly distributions in the future. In addition, while we would expect to increase or decrease distributions to our Unitholders if ETP, PennTex, Sunoco LP or RegencySunoco Logistics increases or decreases distributions to us, the timing and amount of such increased or decreased distributions, if any, will not necessarily be comparable to the timing and amount of the increase or decrease in distributions made by ETP, PennTex, Sunoco LP or RegencySunoco Logistics to us.
Our ability to distribute cash received from ETP, PennTex, Sunoco LP and RegencySunoco Logistics to our Unitholders is limited by a number of factors, including:
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, or Regency,PennTex, Sunoco LP and Sunoco Logistics, including tax liabilities of our corporate subsidiaries, if any;
capital contributions we may make to maintain our General Partner interests in ETP or Regency upon the issuance of additional partnership securities by ETP or Regency, as applicable; and
reserves our General Partner believes prudent for us to maintain for the proper conduct of our business or to provide for future distributions.
We cannot guarantee that in the future we will be able to pay distributions or that any distributions we do make will be at or above our current quarterly distribution. The actual amount of cash that is available for distribution to our Unitholders will depend on numerous factors, many of which are beyond our control or the control of our General Partner.
Our only significant assets arecash flow depends primarily on the cash distributions we receive from our partnership interests, including the incentive distribution rights, in ETP and RegencySunoco LP and, therefore, our cash flow is dependent upon the ability of ETP and RegencySunoco LP to make distributions in respect of those partnership interests.
We do not have any significant assets other than our partnership interests in ETP and Regency.Sunoco LP and our LNG business. Our interest in ETP includes Class H Units, for which distributions to us are based on a percentage of the general partner interest and incentive distribution right in Sunoco Logistics. As a result, our cash flow depends on the performance of ETP, RegencyPennTex, Sunoco LP and Sunoco Logistics and their respective subsidiaries and ETP’s and Regency’sSunoco LP’s ability to make cash distributions to us, which is dependent on the results of operations, cash flows and financial condition of ETP, PennTex, Sunoco LP and Regency.Sunoco Logistics.
The amount of cash that ETP, PennTex, Sunoco LP and RegencySunoco Logistics can distribute to their partners, including us, each quarter depends upon the amount of cash they generate from their operations, which will fluctuate from quarter to quarter and will depend upon, among other things:
the amount of natural gas, crude oil and refined products transported through ETP’s and Regency’sSunoco Logistics’ transportation pipelines and gathering systems;

the level of throughput in processing and treating operations;
the fees charged and the margins realized by ETP, PennTex, Sunoco LP and RegencySunoco Logistics for their services;
the price of natural gas, NGLs, crude oil and refined products;

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the relationship between natural gas, NGL and crude oil prices;
the amount of cash distributions ETP receives with respect to the RegencyPennTex, Sunoco Logistics and AmeriGasSunoco LP common units that ETP or theirits 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;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.
In addition, the actual amount of cash that ETP, PennTex, Sunoco LP and RegencySunoco Logistics will have available for distribution will also depend on other factors, such as:
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.
ETE does not have any control over many of these factors, including the level of cash reserves established by the board of directors and ETP’s and Regency’s respective General Partners. Accordingly, we cannot guarantee that ETP, PennTex, Sunoco LP or RegencySunoco Logistics will have sufficient available cash to pay a specific level of cash distributions to its partners.
Furthermore, Unitholders should be aware that the amount of cash that ETP and RegencySunoco LP have available for distribution depends primarily upon cash flow and is not solely a function of profitability, which is affected by non-cash items. As a result, ETP and RegencySunoco LP may declare and/or pay cash distributions during periods when they record net losses. Please read “Risks Related to the Businesses of Energy Transfer Partners and Regency Energy Partners” included in this Item 1A for a discussion of further risks affecting ETP’s and Regency’s ability to generate distributable cash flow.
We may issue an unlimited number of limited partner interests without the consent of our Unitholders, which will dilute Unitholders’ ownership interest in us and may increase the risk that we will not have sufficient available cash to maintain or increase our per unit distribution level.
Our partnership agreement allows us to issue an unlimited number of additional limited partner interests, including securities senior to the Common Units, without the approval of our Unitholders. The issuance of additional Common Units or other equity securities by us will have the following effects:
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.

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In addition, ETP and RegencySunoco LP may sell an unlimited number of limited partner interests without the consent of the respective Unitholders, which will dilute existing interests of the respective Unitholders, including us. The issuance of additional Common Units or other equity securities by ETP will have essentially the same effects as detailed above.
ETP, or RegencyPennTex, Sunoco LP, and Sunoco Logistics may issue additional Common Units, which may increase the risk that ETP or Regencyeach Partnership will not have sufficient available cash to maintain or increase its per unit distribution level.
The partnership agreements of ETP, Sunoco Logistics, PennTex and Sunoco LP allow each ETP and Regency allow ETP and Regency, respectively,partnership to issue an unlimited number of additional limited partner interests. The issuance of additional common units or other equity securities by ETP or Regencyeach respective partnership will have the following effects:
Unitholders’ current proportionate ownership interest in ETP or Regency, as applicable,the respective partnerships 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 ETP’s or Regency’s Common Units, as applicable, may decline.
The payment of distributions on any additional units issued by ETP or Regency may increase the risk that ETP or Regency, as applicable, may not have sufficient cash available to maintain or increase its per unit distribution level, which in turn may impact the available cash that we have to meet our obligations.
Sunoco Logistics may issue additional common units, which may increase the risk that Sunoco Logistics will not have sufficient available cash to maintain or increase its per unit distribution level.
Sunoco Logistics’ partnership agreement allows it to issue an unlimited number of additional limited partner interests. The issuance of additional common units or other equity securities by Sunoco Logistics will have the following effects:
Unitholders’ current proportionate ownership interest in Sunoco Logistics, as applicable, 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 Sunoco Logisticsrespective partnerships common units may decline.
The payment of distributions on any additional units issued by ETP, PennTex, Sunoco LP and Sunoco Logistics may increase the risk that Sunoco Logisticseither partnership may not have sufficient cash available to maintain or increase its per unit distribution level, which in turn may impact the available cash that we have to meet our obligations.
Unitholders have limited voting rights and are not entitled to elect the General Partner or its directors. In addition, even if Unitholders are dissatisfied, they cannot easily remove the General Partner.
Unlike the holders of common stock in a corporation, Unitholders have only limited voting rights on matters affecting our business, and therefore limited ability to influence management’s decisions regarding our business. Unitholders did not elect our General Partner and will have no right to elect our General Partner or the officers or directors of our General Partner on an annual or other continuing basis.
Furthermore, if our Unitholders are dissatisfied with the performance of our General Partner, they may be unable to remove our General Partner. Our General Partner may not be removed except, among other things, upon the vote of the holders of at least 66 2/3% of our outstanding units. As of February 21, 2014,December 31, 2016, our directors and executive officers directly or indirectly own approximately 19%27% of our outstanding Common Units. It will be particularly difficult for our General Partner to be removed without the consent of our directors and executive officers. As a result, the price at which our Common Units will trade may be lower because of the absence or reduction of a takeover premium in the trading price.
Furthermore, Unitholders’ voting rights are further restricted by the partnership agreement provision providing that any units held by a person that owns 20% or more of any class of units then outstanding, other than the General Partner and its affiliates, cannot be voted on any mattermatter.

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TableOur General Partner may, in its sole discretion, approve the issuance of Contentspartnership securities and specify the terms of such partnership securities.
Pursuant to our partnership agreement, our General Partner has the ability, in its sole discretion and without the approval of the Unitholders, to approve the issuance of securities by the Partnership at any time and to specify the terms and conditions of such securities. The securities authorized to be issued may be issued in one or more classes or series, with such designations, preferences, rights, powers and duties (which may be senior to existing classes and series of partnership securities), as shall be determined by our General Partner, including:
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.
Please see “—We may issue an unlimited number of limited partner interests without the consent of our Unitholders, which will dilute Unitholders’ ownership interest in us and may increase the risk that we will not have sufficient available cash to maintain or increase our per unit distribution level.” above.
The control of our General Partner may be transferred to a third party without Unitholder consent.
The General Partner may transfer its general partner interest to a third party without the consent of the Unitholders. Furthermore, the members of our General Partner may transfer all or part of their ownership interest in our General Partner to a third party without the consent of the Unitholders. Any new owner or owners of our General Partner or the general partner of the General Partner would be in a position to replace the directors and officers of our General Partner with its own choices and to control the decisions made and actions taken by the board of directors and officers.
We are dependent on third parties, including key personnel of ETP under a shared services agreement, to provide the financial, accounting, administrative and legal services necessary to operate our business.
We rely on the services of key personnel of ETP, including the ongoing involvement and continued leadership of Kelcy L. Warren, one of the founders of ETP’s midstream business, as well as other key members of ETP’s management team such as Marshall S. (Mackie) McCrea, III, President and Chief Operating Officer.business. Mr. Warren and Mr. McCrea havehas been integral to the success of ETP’s midstream and intrastate transportation and storage businesses because of theirhis ability to identify and develop strategic business opportunities. Losing the leadership of either Mr. Warren or Mr. McCrea could make it difficult for ETP to identify internal growth projects and accretive acquisitions, which could have a material adverse effect on ETP’s ability to increase the cash distributions paid on its partnership interests.
ETP’s executive officers that provide services to us pursuant to a shared services agreement allocate their time between us and ETP. To the extent that these officers face conflicts regarding the allocation of their time, we may not receive the level of attention from them that the management of our business requires. If ETP is unable to provide us with a sufficient number of personnel with the appropriate level of technical accounting and financial expertise, our internal accounting controls could be adversely impacted.
Cost reimbursements due to our General Partner may be substantial and may reduce our ability to pay the distributions to our Unitholders.
Prior to making any distributions to our Unitholders, we will reimburse our General Partner for all expenses it has incurred on our behalf. In addition, our General Partner and its affiliates may provide us with services for which we will be charged reasonable fees as determined by our General Partner. The reimbursement of these expenses and the payment of these fees could adversely affect our ability to make distributions to our Unitholders. Our General Partner has sole discretion to determine the amount of these expenses and fees.
In addition, under Delaware partnership law, our General Partner has unlimited liability for our obligations, such as our debts and environmental liabilities, except for our contractual obligations that are expressly made without recourse to our General Partner. To the extent our General Partner incurs obligations on our behalf, we are obligated to reimburse or indemnify it. If we are unable or unwilling to reimburse or indemnify our General Partner, our General Partner may take actions to cause us to make payments of these obligations and liabilities. Any such payments could reduce the amount of cash available for distribution to our Unitholders and cause the value of our Common Units to decline.
A reduction in ETP’s, Sunoco LP’s or Regency’s distributions will disproportionately affect the amount of cash distributions to which we are entitled.
Through our ownership of equity interests in ETP GP, the holder of the incentive distribution rights in ETP, we are entitled to receive our pro rata share of specified percentages of total cash distributions made by ETP as it reaches established target cash distribution levels as specified in the ETP partnership agreement. We currently receive our pro rata share of cash distributions from ETP based on the highest incremental percentage, 48%, to which ETP GP is entitled pursuant to its incentive distribution rights in ETP. A decrease in the amount of distributions by ETP to less than $0.4125 per Common Unit per quarter would reduce ETP GP’s percentage of the incremental cash distributions above $0.3175 per Common Unit per quarter from 48% to 23%. As a result, any such reduction in quarterly cash distributions from ETP would have the effect of disproportionately reducing the amount of all distributions that we receive from ETP based on our ownership interest in the incentive distribution rights in ETP as compared to cash distributions we receive from ETP on our General Partner interest in ETP and our ETP Common Units.
Similarly, we currently receive a pro rata share of incremental cash distributions from Regency at the 23% level pursuant to Regency GP’s incentive distribution rights in Regency as specified in the Regency partnership agreement. A decrease in the amount of distributions by Regency to less than $0.4375 per Common Unit per quarter would have reduced Regency GP’s percentage of the incremental cash distributions above $0.4025 per Common Unit per quarter from 23% to 13%. As a result, any such reduction in quarterly cash distributions from Regency would have the effect of disproportionately reducing the amount of all distributions that we receive from Regency based on our ownership interest in the incentive distribution rights of Regency as compared to cash distributions we receive from Regency on our General Partner interest in Regency and our Regency Common Units.

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A reduction in Sunoco Logistics’ distributions will disproportionately affect the amount of cash distributions to which we areETE is entitled.
Through ourETE indirectly owns all of the IDRs of ETP and Sunoco LP. Additionally, through its ownership of equity interestsETP Class H units and a 0.1% interest in Sunoco Partners, the holder of the incentive distribution rights in Sunoco Logistics, we areLogistics’ general partner, ETE is entitled to receive our pro rata share90.15% of specifiedthe cash distributions related to the IDRs of Sunoco Logistics, while ETP is entitled to receive the remaining 9.85% of such cash distributions. These IDRs entitle the holder to receive increasing percentages of total cash distributions made by each of ETP, Sunoco LP and Sunoco Logistics as itsuch entity reaches established target cash distribution levels as specified in the Sunoco Logisticsits partnership agreement. WeETE currently receives its pro rata share of cash distributions from ETP and Sunoco LP based on the highest sharing level of 48% and 50% in respect of the ETP IDRs and Sunoco LP IDRs, respectively. ETE and ETP currently receive ourtheir pro rata share of cash distributions from Sunoco Logistics based on the highest incremental percentage,sharing level of 48%, to which in respect of the Sunoco Partners is entitled pursuant to its incentive distribution rights in Sunoco Logistics. Logistics IDRs.
A decrease in the amount of distributions by ETP to ETE to less than $0.4125 per unit per quarter would reduce ETE’s percentage of the incremental cash distributions from ETP above $0.3175 per unit per quarter from 48% to 23%, and a decrease in the amount

of distributions by Sunoco LP to ETE to less than $0.6563 per unit per quarter would reduce ETE’s percentage of the incremental cash distributions from Sunoco LP above $0.5469 per unit per quarter from 50% to 25%. Likewise, a decrease in the amount of distributions from Sunoco Logistics to less than $0.5275 per common unit per quarter would reduce Sunoco Partners’the percentage of the incremental cash distributions received by ETE and ETP from Sunoco Logistics above $0.1917 per common unit per quarter from 48% to 35%. As a result, any such reduction in quarterly cash distributions from the ETP, Sunoco LP or Sunoco Logistics would have the effect of disproportionately reducing the amount of all distributions that weETE and ETP receive, from Sunoco Logistics based on ourtheir ownership interest in the incentive distribution rights in Sunoco LogisticsIDRs as compared to cash distributions wethey receive from Sunoco Logistics on our General Partnertheir general partner interest and common units in Sunoco Logistics and our Sunoco Logistics common units.such entity.
The consolidated debt level and debt agreements of ETP, PennTex, Sunoco Logistics and RegencySunoco LP and those of their subsidiaries may limit the distributions we receive from ETP, PennTex, Sunoco Logistics and Regency,Sunoco LP, as well as our future financial and operating flexibility.
ETP’s, PennTex’s, Sunoco Logistics’ and Regency’sSunoco LP’s levels of indebtedness affect their operations in several ways, including, among other things:
a significant portion of ETP’s, Regency’sPennTex’s, Sunoco Logistics’ 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, Regency’sPennTex’s, Sunoco Logistics’ and Sunoco LP’s and their subsidiaries’ existing debt agreements require ETP, RegencySunoco 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, Regency’sPennTex’s, Sunoco Logistics’ 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, PennTex, Sunoco Logistics and RegencySunoco LP may be at a competitive disadvantage relative to similar companies that have less debt;
ETP and RegencySunoco LP may be more vulnerable to adverse economic and industry conditions as a result of their significant debt levels; and
failure by ETP, RegencySunoco LP or their subsidiaries to comply with the various restrictive covenants of the respective debt agreements could negatively impact ETP’s and Regency’sSunoco LP’s ability to incur additional debt, including their ability to utilize the available capacity under their revolving credit facilities, and to pay distributions.distributions to us and their unitholders.
We do not have the same flexibility as other types of organizations to accumulate cash, which may limit cash available to service our debt or to repay debt at maturity.
Unlike a corporation, our partnership agreement requires us to distribute, on a quarterly basis, 100% of our Available Cash (as defined in our partnership agreement) to our Unitholders of record and our General Partner. Available Cash is generally all of our cash on hand as of the end of a quarter, adjusted for cash distributions and net changes to reserves. Our General Partner will determine the amount and timing of such distributions and has broad discretion to establish and make additions to our reserves or the reserves of our operating subsidiaries in amounts it determines in its reasonable discretion to be necessary or appropriate:
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.
A downgrade of our credit ratingratings could impact our and our subsidiaries’ liquidity, access to capital and our costs of doing business, and maintaining credit ratings is under the control of independent third parties.
A downgrade of our credit ratingratings might increase our and our subsidiaries’ cost of borrowing and could require us to post collateral with third parties, negatively impacting our available liquidity. Our and our subsidiaries’ ability to access capital markets could also be limited by a downgrade of our credit ratingratings and other disruptions. Such disruptions could include:
economic downturns;

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deteriorating capital market conditions;
declining market prices for 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.
Credit rating agencies perform independent analysis when assigning credit ratings. The analysis includes a number of criteria including, but not limited to, business composition, market and operational risks, as well as various financial tests. Credit rating agencies continue to review the criteria for industry sectors and various debt ratings and may make changes to those criteria from time to time. Credit ratings are not recommendations to buy, sell or hold investments in the rated entity. Ratings are subject to revision or withdrawal at any time by the rating agencies, and we cannot assure you that we will maintain our current credit ratings.
ETP and RegencyOur subsidiaries are not prohibited from competing with us.
Neither our partnership agreement nor the partnership agreements of our subsidiaries, including ETP, or RegencySunoco Logistics, PennTex and Sunoco LP, prohibit ETP or Regencyour subsidiaries from owning assets or engaging in businesses that compete directly or indirectly with us. In addition, ETP and/or Regency may acquire, construct or dispose of any assets in the future without any obligation to offer us the opportunity to purchase or construct any of those assets.
Sunoco Logistics is not prohibited from competing with us.
Neither our partnership agreement nor the partnership agreements of Sunoco Logistics prohibits Sunoco Logistics from owning assets or engaging in businesses that compete directly or indirectly with us. In addition, Sunoco Logisticssubsidiaries may acquire, construct or dispose of any assets in the future without any obligation to offer us the opportunity to purchase or construct any of those assets.
Capital projects will require significant amounts of debt and equity financing, which may not be available to ETP or Regency on acceptable terms, or at all.
ETP and Regency planplans to fund theirits growth capital expenditures, including any new future pipeline construction projects and improvements or repairs to existing facilities that ETP or Regency may undertake, with proceeds from sales of ETP’s or Regency’s debt and equity securities and borrowings under their respectiveits revolving credit facilities;facility; however, ETP or Regency cannot be certain that theyit will be able to issue debt and equity securities on terms satisfactory to them,it, or at all. In addition, ETP or Regency may be unable to obtain adequate funding under theirits current revolving credit facility because ETP’s or Regency’s lending counterparties may be unwilling or unable to meet their funding obligations. If ETP or Regency areis unable to finance theirits expansion projects as expected, ETP or Regency could be required to seek alternative financing, the terms of which may not be attractive to ETP, or Regency, or to revise or cancel its expansion plans.
A significant increase in ETP’s or Regency’s indebtedness that is proportionately greater than ETP’s or Regency’s respective issuancesissuance of equity could negatively impact ETP’s or Regency’s respective credit ratings or theirits ability to remain in compliance with the financial covenants under their respectiveits revolving credit agreements,agreement, which could have a material adverse effect on ETP’s or Regency’s financial condition, results of operations and cash flows.
Increases in interest rates could materially adversely affect our business, results of operations, cash flows and financial condition.
In addition to our exposure to commodity prices, we have significant exposure to changes in interest rates. Approximately $2.63$11.60 billion of our consolidated debt as of December 31, 20132016 bears interest at variable interest rates and the remainder bears interest at fixed rates. To the extent that we have debt with floating interest rates, our results of operations, cash flows and financial condition could be materially adversely affected by increases in interest rates. We manage a portion of our interest rate exposures by utilizing interest rate swaps.
An increase in interest rates may also cause a corresponding decline in demand for equity investments, in general, and in particular for yield-based equity investments such as our Common Units. Any such reduction in demand for our Common Units resulting from other more attractive investment opportunities may cause the trading price of our Common Units to decline.
The credit and risk profile of our General Partner and its owners could adversely affect our credit ratings and profile.
The credit and business risk profiles of our General Partner or indirect owners of our General Partner may be factors in credit evaluations of us as a publicly traded limited partnership due to the significant influence of our General Partner and indirect owners over our business activities, including our cash distributions, acquisition strategy and business risk profile. Another factor that may be considered is the financial condition of our General Partner and its owners, including the degree of their financial leverage and their dependence on cash flow from us to service their indebtedness.

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ETE has significant indebtedness outstanding and is dependent principally on the cash distributions from its general and limited partner equity interests in us and in Regency to service such indebtedness. Any distributions by us to ETE will be made only after satisfying our then current obligations to our creditors. Although we have taken certain steps in our organizational structure, financial reporting and contractual relationships to reflect the separateness of us, ETP GP and ETP LLC from the entities that control ETP GP (ETE and its general partner), our credit ratings and business risk profile could be adversely affected if the ratings and risk profiles of such entities were viewed as substantially lower or riskier than ours.
Unitholders may have liability to repay distributions.
Under certain circumstances, Unitholders may have to repay us amounts wrongfully distributed to them. Under Delaware law, we may not make a distribution to Unitholders if the distribution causes our liabilities to exceed the fair value of our assets. Liabilities to partners on account of their partnership interests and non-recourse liabilities are not counted for purposes of determining whether a distribution is permitted. Delaware law provides that a limited partner who receives such a distribution and knew at the time of the distribution that the distribution violated Delaware law, will be liable to the limited partnership for the distribution amount for three years from the distribution date. Under Delaware law, an assignee who becomes a substituted limited partner of a limited partnership is liable for the obligations of the assignor to make contributions to the partnership. However, such an assignee is not obligated for liabilities unknown to him at the time he or she became a limited partner if the liabilities could not be determined from the partnership agreement.
We have a holding company structure in which our subsidiaries conduct our operations and own our operating assets.
We are a holding company, and our subsidiaries conduct all of our operations and own all of our operating assets. We do not have significant assets other than the partnership interests and the equity in our subsidiaries. As a result, our ability to pay distributions to our Unitholders and to service our debt depends on the performance of our subsidiaries and their ability to distribute funds to us. The ability of our subsidiaries to make distributions to us may be restricted by, among other things, credit facilities and applicable state partnership laws and other laws and regulations. If we are unable to obtain funds from our subsidiaries we may not be able to pay distributions to our Unitholders or to pay interest or principal on our debt when due.

Unitholders may not have limited liability if a court finds that unitholder actions constitute control of our business.
Under Delaware law, a unitholder could be held liable for our obligations to the same extent as a general partner if a court determined that the right of unitholders to remove our general partner or to take other action under our partnership agreement constituted participation in the “control” of our business.
Our general partner generally has unlimited liability for our obligations, such as our debts and environmental liabilities, except for those contractual obligations that are expressly made without recourse to our general partner. Our partnership agreement allows the general partner to incur obligations on our behalf that are expressly non-recourse to the general partner. The general partner has entered into such limited recourse obligations in most instances involving payment liability and intends to do so in the future.
In addition, Section 17-607 of the Delaware Revised Uniform Limited Partnership Act provides that under some circumstances, a unitholder may be liable to us for the amount of a distribution for a period of three years from the date of the distribution.
Our debt level and debt agreements may limit our ability to make distributions to Unitholders and may limit our future financial and operating flexibility.flexibility and may require asset sales.
As of December 31, 2013,2016, we had approximately $23.20$6.36 billion of debt on a stand-alone basis and approximately $43.80 billion of consolidated debt, excluding the debt of our joint ventures. Our level of indebtedness affects our operations in several ways, including, among other things:
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.

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Unitholdersour remaining asset base may be requireddiminished. In the event that we issue additional equity securities, we may need to issue these securities at a time when our common unit price is depressed and therefore we may not receive favorable prices for our common units or favorable prices or terms for other types of equity securities. In the event we reduce cash distributions on our common units, the public trading price of our common units could decline significantly.
Our General Partner has a limited call right that may require Unitholders to sell their units to our general partner at an undesirable time or price.
If at any time less than 10% of the outstanding units of any class are held by persons other than the general partnerour General Partner and its affiliates the general partnerown more than 90% of our outstanding units, our General Partner will have the right, but not the obligation, which it may assign to any of its affiliates or to us, to acquire all, but not less than all, of thosethe units held by unaffiliated persons at a price nonot less than their then-current market price. As a consequence, a unitholderresult, Unitholders may be required to sell his Common Unitstheir units at an undesirable time or price. The general partnerprice and may assign this purchase right tonot receive any return on their investment. Unitholders may also incur a tax liability upon a sale of their units. As of December 31, 2016, the directors and executive officers of our General Partner owned approximately 27% of our Common Units.
Litigation commenced by WMB against ETE and its affiliates orcould cause ETE to us.incur substantial costs, may present material distractions and, if decided adverse to ETE, could negatively impact ETE’s financial position and credit ratings.
A downgradeWMB filed a complaint against ETE and its affiliates in the Delaware Court of our credit rating could impact our liquidity, access to capitalChancery, alleging that the defendants breached the merger agreement between WMB, ETE, and our costsseveral of doing business, and maintaining credit ratings is underETE’s affiliates.  Following a ruling by the control of independent third parties.
A downgrade of our credit rating might increase our cost of borrowing and could require us to post collateral with third parties, negatively impacting our available liquidity. Our ability to access capital markets could also be limited by a downgrade of our credit rating and other disruptions. Such disruptions could include:
economic downturns;
deteriorating capital market conditions;
declining market pricesCourt on June 24, 2016, which allowed for natural gas, NGLs and other commodities;
terrorist attacks or threatened attacks on our facilities or those of other energy companies; and
the overall healthsubsequent termination of the energy industry, includingmerger agreement by ETE on June 29, 2016, WMB filed a notice of appeal to the bankruptcy or insolvencySupreme Court of other companies.
Credit rating agencies perform independent analysis when assigning credit ratings. The analysis includesDelaware.  WMB filed an amended complaint on September 16, 2016 and seeks a number$410 million termination fee and additional damages of criteria including, but not limitedup to business composition, market and operational risks,$10 billion based on the purported lost value of the merger consideration. These damages claims are based on the alleged breaches of the Merger Agreement, as well as various financial tests. Credit rating agencies continuenew allegations that the ETE Defendants breached an additional representation and warranty in the Merger Agreement. The ETE Defendants filed amended counterclaims and

affirmative defenses on September 23, 2016 and seek a $1.48 billion termination fee under the Merger Agreement and additional damages caused by WMB’s misconduct. These damages claims are based on the alleged breaches of the Merger Agreement, as well as new allegations that WMB breached the Merger Agreement by failing to reviewdisclose material information that was required to be disclosed in the criteria for industry sectorsForm S-4. On September 29, 2016, WMB filed a motion to dismiss the ETE Defendants’ amended counterclaims and various debt ratingsto strike certain of the ETE Defendants’ affirmative defenses. Following briefing by the parties on WMB’s motion, the Delaware Court of Chancery held oral arguments on November 30, 2016. The parties are awaiting the Court’s decision.  On January 11, 2017, the parties held oral argument before the Delaware Supreme Court on WMB’s appeal of the June 24 ruling. The Delaware Supreme Court has taken the matter under advisement. These lawsuits could result in substantial costs to ETE, including litigation costs and settlement costs. ETE believes that the time required by the management of ETE and its counsel to defend against the allegations made by WMB in the litigation against ETE and its affiliates is likely to be substantial and the time required by the officers and employees of LE GP, assuming WMB actively pursues such litigation, is also likely to be substantial. The defense or settlement of any lawsuit or claim that remains unresolved may result in negative media attention, and may make changes to those criteria from time to time. Credit ratings are not recommendations to buy, sell or hold investments in the rated entity. Ratings are subject to revision or withdrawal at any time by the rating agencies,adversely affect ETE’s business, reputation, financial condition, results of operations, cash flows and we cannot assure you that we will maintain our current credit ratings.market price.
Risks Related to Conflicts of Interest
Although we control ETP and RegencySunoco LP through our ownership of their respective General Partners,general partners, ETP’s General Partner owesand Sunoco LP’s general partners owe fiduciary duties to ETP and ETP’s Unitholders,unitholders and Regency’s General Partner owes fiduciary duties to RegencySunoco LP and Regency’s Unitholders,Sunoco LP’s unitholders, respectively, which may conflict with our interests.
Conflicts of interest exist and may arise in the future as a result of the relationships between us and our affiliates, on the one hand, and ETP Regencyand Sunoco LP and their respective limited partners, on the other hand. The directors and officers of ETP’s and Regency’sSunoco LP’s General Partners have fiduciary duties to manage ETP and Regency,Sunoco LP, respectively, in a manner beneficial to us. At the same time, the General Partners have fiduciary duties to manage ETP and Regency, respectively,Sunoco LP in a manner beneficial to ETP Regencyand Sunoco LP and their respective limited partners. The boardboards of directors of ETP’s and Sunoco LP’s General Partner or Regency’s general partner will resolve any such conflict and have broad latitude to consider the interests of all parties to the conflict. The resolution of these conflicts may not always be in our best interest.
For example, conflicts of interest with ETP or Regencyand Sunoco LP may arise in the following situations:
the allocation of shared overhead expenses to ETP, RegencySunoco LP and us;
the interpretation and enforcement of contractual obligations between us and our affiliates, on the one hand, and ETP or Regency,and Sunoco LP, on the other hand;
the determination of the amount of cash to be distributed to ETP’s or Regency’sand Sunoco LP’s partners and the amount of cash to be reserved for the future conduct of ETP’s or Regency’s business;and Sunoco LP’s businesses;
the determination whether to make borrowings under ETP’s or Regency’s respectiveand Sunoco LP’s revolving credit facilityfacilities to pay distributions to ETP’s or Regency’s partners, as applicable;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 or Regencyand Sunoco LP is made available for either ETP or Regency, or both,and Sunoco LP to pursue; and
any decision we make in the future to engage in business activities independent of ETP or Regency.and Sunoco LP.

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The fiduciary duties of our General Partner’s officers and directors may conflict with those of ETP’s or Regency’sSunoco LP’s respective General Partners.general partners.
Conflicts of interest may arise because of the relationships among ETP, Regency,Sunoco LP, their General Partnersgeneral partners and us. Our General Partner’sgeneral partner’s directors and officers have fiduciary duties to manage our business in a manner beneficial to us and our Unitholders. Some of our General Partner’s directors are also directors and officers of ETP’s General Partnergeneral partner or Regency’s General Partner,Sunoco LP’s general partner, and have fiduciary duties to manage the respective businesses of ETP and RegencySunoco LP in a manner beneficial to ETP, RegencySunoco LP and their respective Unitholders. The resolution of these conflicts may not always be in our best interest or that of our Unitholders.
Potential conflicts of interest may arise among our General Partner, its affiliates and us. Our General Partner and its affiliates have limited fiduciary duties to us, which may permit them to favor their own interests to the detriment of us.
Conflicts of interest may arise among our General Partner and its affiliates, on the one hand, and us, on the other hand. As a result of these conflicts, our General Partner may favor its own interests and the interests of its affiliates over our interests. These conflicts include, among others, the following:

Our General Partner is allowed to take into account the interests of parties other than us, including ETP Regency 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.
Our partnership agreement limits our General Partner’s fiduciary duties to us and restricts the remedies available for actions taken by our General Partner that might otherwise constitute breaches of fiduciary duty.
Our partnership agreement contains provisions that reduce the standards to which our General Partner would otherwise be held by state fiduciary duty law. For example, our partnership agreement:
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.

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Our General Partner has a limited call right that may require Unitholders to sell their units at an undesirable time or price.
If at any time our General Partner and its affiliates own more than 90% of our outstanding units, our General Partner will have the right, but not the obligation, which it may assign to any of its affiliates or to us, to acquire all, but not less than all, of the units held by unaffiliated persons at a price not less than their then-current market price. As a result, Unitholders may be required to sell their units at an undesirable time or price and may not receive any return on their investment. Unitholders may also incur a tax liability upon a sale of their units. As of December 31, 2013, the directors and executive officers of our General Partner owned approximately 19% of our Common Units.
The general partner’s absolute discretion in determining the level of cash reserves may adversely affect our ability to make cash distributions to our Unitholders.
Our partnership agreement requires the general partner to deduct from operating surplus cash reserves that in its reasonable discretion are necessary to fund our future operating expenditures. In addition, our partnership agreement permits the general partner to reduce available cash by establishing cash reserves for the proper conduct of our business, to comply with applicable

law or agreements to which we are a party or to provide funds for future distributions to partners. These cash reserves will affect the amount of cash available for distribution to unitholders.
Risks Related to the Businesses of ETP and RegencySunoco LP
Since our cash flows consist exclusively of distributions from ETP and Regency,Sunoco LP, risks to the businesses of ETP and RegencySunoco LP are also risks to us. We have set forth below risks to the businesses of ETP and Regency,Sunoco LP, the occurrence of which could have a negative impact on their respective financial performance and decrease the amount of cash they are able to distribute to us.
ETP and RegencySunoco Logistics do not control, and therefore may not be able to cause or prevent certain actions by, certain of their joint ventures.
Certain of ETP’s and Regency’sSunoco Logistics’ joint ventures have their own governing boards, and ETP or RegencySunoco Logistics may not control all of the decisions of those boards. Consequently, it may be difficult or impossible for ETP or RegencySunoco Logistics to cause the joint venture entity to take actions that ETP or Regency believeSunoco Logistics believes would be in their or the joint venture’s best interests. Likewise, ETP or RegencySunoco Logistics may be unable to prevent actions of the joint venture.
ETP and RegencySunoco LP are exposed to the credit risk of their respective customers and derivative counterparties, and an increase in the nonpayment and nonperformance by their respective customers or derivative counterparties could reduce their respective ability to make distributions to their Unitholders, including to us.
The risks of nonpayment and nonperformance by ETP’s and Regency’sSunoco LP’s respective customers are a major concern in their respective businesses. Participants in the energy industry have been subjected to heightened scrutiny from the financial markets in light of past collapses and failures of other energy companies. ETP and RegencySunoco LP are subject to risks of loss resulting from nonpayment or nonperformance by their respective customers. Thecustomers, especially during the current low commodity price environment impacting many oil and gas producers. As a result, the current commodity price volatility and the tightening of credit in the financial markets may make it more difficult for customers to obtain financing and, depending on the degree to which this occurs, there may be a material increase in the nonpayment and nonperformance by ETP’s and Regency’sSunoco LP’s customers. To the extent one or more of our customers is in financial distress or commences bankruptcy proceedings, contracts with these customers may be subject to renegotiation or rejection under applicable provisions of the United States Bankruptcy Code. In addition, our risk management activities are subject to the risks that a counterparty may not perform its obligation under the applicable derivative instrument, the terms of the derivative instruments are imperfect, and our risk management policies and procedures are not properly followed. Any material nonpayment or nonperformance by our customers or our derivative counterparties could reduce our ability to make distributions to our Unitholders. Any substantial increase in the nonpayment and nonperformance by ETP’s or Regency’sSunoco LP’s customers could have a material adverse effect on ETP’s or Regency’sSunoco LP’s respective results of operations and operating cash flows.
The use of derivative financial instruments could result in material financial losses by ETP and Sunoco LP.
From time to time, ETP and Sunoco LP have sought to reduce our exposure to fluctuations in commodity prices and interest rates by using derivative financial instruments and other risk management mechanisms and by their trading, marketing and/or system optimization activities. To the extent that either ETP or Sunoco LP hedges its commodity price and interest rate exposures, it foregoes the benefits it would otherwise experience if commodity prices or interest rates were to change favorably. In addition, even though monitored by management, ETP’s and Sunoco LP’s derivatives activities can result in losses. Such losses could occur under various circumstances, including if a counterparty does not perform its obligations under the derivative arrangement, the hedge is imperfect, commodity prices move unfavorably related to ETP’s or Sunoco LP’s physical or financial positions, or internal hedging policies and procedures are not followed.
The accounting standards regarding hedge accounting are very complex, and even when we engage in hedging transactions that are effective economically (whether to mitigate our exposure to fluctuations in commodity prices, or to balance our exposure to fixed and variable interest rates), these transactions may not be considered effective for accounting purposes. Accordingly, our consolidated financial statements may reflect some volatility due to these hedges, even when there is no underlying economic impact at that point. It is also not always possible for us to engage in a hedging transaction that completely mitigates our exposure to commodity prices. Our consolidated financial statements may reflect a gain or loss arising from an exposure to commodity prices for which we are unable to enter into a completely effective hedge.
In addition, even though monitored by management, our derivatives activities can result in losses. Such losses could occur under various circumstances, including if a counterparty does not perform its obligations under the derivative arrangement, the hedge is imperfect, commodity prices move unfavorably related to our physical or financial positions or hedging policies and procedures are not followed.

The inability to continue to access lands owned by third parties, including tribal lands, could adversely affect ETP’s and Sunoco LP’s ability to operate and adversely affect their financial results.
ETP’s ability to operate its pipeline systems and terminal facilities on certain lands owned by third parties, including lands held in trust by the United States for the benefit of a Native American tribe, will depend on their success in maintaining existing rights-of-way and obtaining new rights-of-way on those lands. Securing extensions of existing and any additional rights-of-way is also critical to ETP’s ability to pursue expansion projects. ETP cannot provide any assurance that they will be able to acquire new rights-of-way or maintain access to existing rights-of-way upon the expiration of the current grants or that all of the rights-of-way will be obtainable in a timely fashion. Transwestern’s existing right-of-way agreements with the Navajo Nation, Southern Ute, Pueblo of Laguna and Fort Mojave tribes extend through November 2029, September 2020, December 2022 and April 2019, respectively. ETP’s financial position could be adversely affected if the costs of new or extended right-of-way grants cannot be recovered in rates.
Further, whether ETP has the power of eminent domain for its pipelines varies from state to state, depending upon the type of pipeline and the laws of the particular state. In either case, ETP must compensate landowners for the use of their property and, in eminent domain actions, such compensation may be determined by a court. The inability to exercise the power of eminent domain could negatively affect ETP’s business if they were to lose the right to use or occupy the property on which their pipelines are located.
In addition, Sunoco LP does not own all of the land on which their retail service stations are located. Sunoco LP has rental agreements for approximately 34.7% of the company-operated retail service stations where Sunoco LP currently controls the real estate and has rental agreements for certain logistics facilities. As such, Sunoco LP is subject to the possibility of increased costs under rental agreements with landowners, primarily through rental increases and renewals of expired agreements. Sunoco LP is also subject to the risk that such agreements may not be renewed. Additionally, certain facilities and equipment (or parts thereof) used by Sunoco LP are leased from third parties for specific periods. Sunoco LP’s inability to renew leases or otherwise maintain the right to utilize such facilities and equipment on acceptable terms, or the increased costs to maintain such rights, could have a material adverse effect on its financial condition, results of operations and cash flows.
ETP and Sunoco LP may not be able to fully execute their growth strategies if they encounter increased competition for qualified assets.
ETP and Sunoco LP have strategies that contemplate growth through the development and acquisition of a wide range of midstream, retail and wholesale fuel distribution assets and other energy infrastructure assets while maintaining strong balance sheets. These strategies include constructing and acquiring additional assets and businesses to enhance their ability to compete effectively and diversify their respective asset portfolios, thereby providing more stable cash flow. ETP and Sunoco LP regularly consider and enter into discussions regarding the acquisition of additional assets and businesses, stand-alone development projects or other transactions that ETP and Sunoco LP believe will present opportunities to realize synergies and increase cash flow.
Consistent with their strategies, managements of ETP and Sunoco LP may, from time to time, engage in discussions with potential sellers regarding the possible acquisition of additional assets or businesses. Such acquisition efforts may involve ETP and Sunoco LP management’s participation in processes that involve a number of potential buyers, commonly referred to as “auction” processes, as well as situations in which ETP and Sunoco LP believe it is the only party or one of a very limited number of potential buyers in negotiations with the potential seller. We cannot assure that ETP’s or Sunoco LP’s acquisition efforts will be successful or that any acquisition will be completed on favorable terms.
In addition, ETP and Sunoco LP are experiencing increased competition for the assets they purchase or contemplate purchasing. Increased competition for a limited pool of assets could result in ETP or Sunoco LP losing to other bidders more often or acquiring assets at higher prices, both of which would limit ETP’s and Sunoco LP’s ability to fully execute their respective growth strategies. Inability to execute their respective growth strategies may materially adversely impact ETP’s and Sunoco LP’s results of operations.
An impairment of goodwill and intangible assets could reduce our earnings.
As of December 31, 2016, our consolidated balance sheets reflected $6.74 billion of goodwill and $5.99 billion of intangible assets. Goodwill is recorded when the purchase price of a business exceeds the fair value of the tangible and separately measurable intangible net assets. Accounting principles generally accepted in the United States require us to test goodwill for impairment on an annual basis or when events or circumstances occur, indicating that goodwill might be impaired. Long-lived assets such as intangible assets with finite useful lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If we determine that any of our goodwill or intangible assets were impaired, we would be required to take an immediate charge to earnings with a correlative effect on partners’ capital and balance sheet leverage as measured by debt to total capitalization.


During the fourth quarter of 2016, we performed goodwill impairment tests on our reporting units and recognized goodwill impairments at both ETP and Sunoco LP. The goodwill impairments recognized at ETP consisted of $638 million related to ETP’s interstate transportation and storage operations and $32 million related to ETP’s midstream operations. These impairments are primarily due to decreases in projected future revenues and cash flows driven by reduced volumes as a result of overall declining commodity prices and changes in the markets that these assets serve. During the fourth quarter of 2016, Sunoco LP recognized a goodwill impairment of $642 million in its retail reporting unit primarily due to changes in assumptions related to projected future revenues and cash flows from the dates this goodwill was originally recorded. During the fourth quarter of 2016, Sunoco LP also recognized a $32 million impairment on its Laredo Taco brand name intangible asset primarily due to changes in Sunoco LP’s construction plan for new-to-industry sites and decreases in sales volume in oil field producing regions where Sunoco LP has operations.
If ETP and Sunoco LP do not make acquisitions on economically acceptable terms, their future growth could be limited.
ETP’s and Sunoco LP’s results of operations and their ability to grow and to increase distributions to Unitholders will depend in part on their ability to make acquisitions that are accretive to their respective distributable cash flow.
ETP and Sunoco LP may be unable to make accretive acquisitions for any of the following reasons, among others:
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.
Furthermore, even if ETP or Sunoco LP consummates acquisitions that it believes will be accretive, those acquisitions may in fact adversely affect its results of operations or result in a decrease in distributable cash flow per unit. Any acquisition involves potential risks, including the risk that ETP or Sunoco LP may:
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.
If ETP and Sunoco LP consummate future acquisitions, their respective capitalization and results of operations may change significantly. As ETP and Sunoco LP determine the application of their funds and other resources, Unitholders will not have an opportunity to evaluate the economic, financial and other relevant information that ETP and Sunoco LP will consider.
Protests and legal actions against the Dakota Access pipeline project have caused construction delays and may further delay the completion of the pipeline project.
During the summer of 2016, individuals affiliated with, or sympathetic to, the Standing Rock Sioux Tribe (the “SRST”) began gathering near a construction site on the Dakota Access pipeline project in North Dakota to protest the development of the pipeline project. Some of the protesters eventually trespassed on to the construction site, tampered with equipment, and disrupted construction activity at the site.  At this time, we are working with the various authorities to mitigate the effects of this largely unlawful protest. We believe that Dakota Access now has the necessary permits and approvals to perform all work on the pipeline project. In response to the protests, Dakota Access filed a lawsuit in federal court in North Dakota to restrain protestors from disrupting construction and also requested a temporary restraining order (“TRO”) against the Chairman of the SRST and the protestors. The U.S. District Court granted Dakota Access’s request for a TRO, and the defendants filed a motion to dismiss the case and dissolve the TRO. The Court later granted the defendants’ motions to dissolve the TRO. Dakota Access filed a response to the defendant’s motion to dismiss, and the Court has yet to rule. At this time, we cannot determine how long the protest will continue, how the legal action will be resolved. Construction work on the pipeline is ongoing, and, barring legal delays, we expect

the final portion of the pipeline to be completed in March or April. Additional protests or legal actions may arise in connection with our Dakota Access project or other projects. Trespass on to construction sites or our physical facilities, or other disruptions, could result in further damage to our assets, safety incidents, potential liability or project delays.
In July 2016, the U.S. Army Corps of Engineers (“USACE”) issued permits to Dakota Access consistent with environmental and historic preservation statutes for the pipeline to make two crossings of the Missouri River in North Dakota, including a crossing of the Missouri River at Lake Oahe. The USACE has also issued an easement to allow the pipeline to cross land owned by the USACE adjacent to the Missouri River in two locations. The SRST filed a lawsuit in the U.S. District Court for the District of Columbia against the USACE challenging the legality of the permits issued for the construction of the Dakota Access pipeline across those waterways and claiming violations of the National Historic Preservation Act (“NHPA”). The SRST also sought a preliminary injunction to rescind the USACE permits while the case is pending. Dakota Access’ moved to intervene in the case and that motion was granted by the Court. The SRST has also sought an emergency TRO to stop construction on the pipeline project. On September 9, 2016, the Court denied SRST’s motion for a preliminary injunction. After that decision, the Department of the Army, the Department of Justice, and the Department of the Interior released a joint statement stating that the USACE would not grant the easement for the land adjacent to Lake Oahe until the federal departments completed a review of the SRST’s claims in its lawsuit with respect to the USACE’s compliance with certain federal statutes in connection with its activities related to the granting of the permits. The SRST appealed the denial of the preliminary injunction to the U.S. Court of Appeals for the D.C. Circuit and filed an emergency motion for an injunction pending the appeal to the U.S. District Court. The U.S. District Court denied SRST’s emergency motion for an injunction pending the appeal. The SRST filed an amended complaint and added claims based on treaties between the tribes and the United States and statues governing the use of government property. The D.C. Circuit denied the SRST’s application for a stay pending appeal and later dismissed the SRST’s appeal of the denied TRO.
In December 2016, the Department of the Army announced that, although its prior actions complied with the law, it intended to conduct further environmental review of the crossing at Lake Oahe. In January 2017, pursuant to a presidential memorandum, the Department the Department of the Army decided that no further environmental review was necessary and delivered Dakota Access an easement to cross Lake Oahe. Construction at the site is ongoing. In the fall of 2016, the Cheyenne River Sioux Tribe intervened alongside the SRST. After USACE gave Dakota Access its final easement, the Cheyenne River Sioux moved for a preliminary injunction and temporary restraining order blocking construction. These motions raised, for the first time, claims based on the religious rights of the Tribe. The district court denied the TRO and has yet to decide whether to grant a preliminary injunction. The SRST has also moved for summary judgment on its claims against the government based on its treaty rights and the National Environmental Policy Act, and the district court is still considering this motion. Briefing is ongoing.
In addition, the Oglala and Yankton Sioux tribes have filed related lawsuits in an effort to prevent construction of the Dakota Access pipeline project.
While we believe that the pending lawsuits are unlikely to block construction or operation of the pipeline and that construction on the land adjacent to Lake Oahe will be completed in a timely manner, we cannot assure this outcome. Any significant delay imposed by the court will delay the receipt of revenue from this project. We cannot determine when or how these lawsuits will be resolved or the impact they may have on the Dakota Access project.
Income from ETP’s midstream, transportation, terminalling and storage operations is exposed to risks due to fluctuations in the demand for and price of natural gas, NGLs and oil that are beyond our control.
The prices for natural gas, NGLs and oil (including refined petroleum products) reflect market demand that fluctuates with changes in global and U.S. economic conditions and other factors, including:
the level of domestic natural gas, NGL, and oil production;
the level of natural gas, NGL, and 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 oil;
the availability of storage, terminal and transportation systems, and refining, processing and treating facilities;
the price, availability and marketing of competitive fuels;

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the demand for electricity;
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.
In the past, the prices of natural gas, NGLs and oil have been extremely volatile, and we expect this volatility to continue.
Any loss of business from existing customers or our inability to attract new customers due to a decline in demand for natural gas, NGLs, or oil could have a material adverse effect on our revenues and results of operations. In addition, significant price fluctuations for natural gas, NGL and oil commodities could materially affect our profitability
A material decrease in demand or distribution of crude oil available for transport through Sunoco Logistics’ pipelines or terminal facilities could materially and adversely affect our results of operations, financial position, or cash flows.
The volume of crude oil transported through Sunoco Logistics’ crude oil pipelines and terminal facilities depends on the availability of attractively priced crude oil produced or received in the areas serviced by its assets. A period of sustained crude oil price declines could lead to a decline in drilling activity, production and import levels in these areas. Similarly, a period of sustained increases in the price of crude oil supplied from any of these areas, as compared to alternative sources of crude oil available to Sunoco Logistics’ customers, could materially reduce demand for crude oil in these areas. In either case, the volumes of crude oil transported in Sunoco Logistics’ crude oil pipelines and terminal facilities could decline, and it could likely be difficult to secure alternative sources of attractively priced crude oil supply in a timely fashion or at all. If Sunoco LogisticsETP is unable to replace any significant volume declines with additional volumes from other sources, our results of operations, financial position, or cash flows could be materially and adversely affected.
ETP and Regency are affected by competition from other midstream, transportation and storage and retail marketing companies.
We experience competition in all of our business segments. With respect to ETP’s midstream operations, ETP competes for both natural gas supplies and customers for its services. Competitors include major integrated oil companies, interstate and intrastate pipelines and companies that gather, compress, treat, process, transport, store and market natural gas.
ETP’s and Regency’s natural gas and NGL transportation pipelines and storage facilities compete with other interstate and intrastate pipeline companies and storage providers in the transportation and storage of natural gas.gas and NGLs. The principal elements of competition among pipelines are rates, terms of service, access to sources of supply and the flexibility and reliability of service. Natural gas and NGLs also competes with other forms of energy, including electricity, coal, fuel oils and renewable or alternative energy. Competition among fuels and energy supplies is primarily based on price; however, non-price factors, including governmental regulation, environmental impacts, efficiency, ease of use and handling, and the availability of subsidies and tax benefits also affects competitive outcomes.
In markets served by our NGL pipelines, we compete with other pipeline companies and barge, rail and truck fleet operations. We also face competition with other storage and fractionation facilities based on fees charged and the ability to receive, distribute and/or fractionate the customer’s products.
ETP’s crude oil and refined products pipeline operations face significant competition from other pipelines for large volume shipments. These operations also face competition from trucks for incremental and marginal volumes in areas served by Sunoco Logistics’ pipelines. Further, our refined product terminals compete with terminals owned by integrated petroleum companies, refining and marketing companies, independent terminal companies and distribution companies with marketing and trading operations.
ETP also faces strong competition in the market for the sale of retail gasoline and merchandise. ETP’s competitors include service stations operated by fully integrated major oil companies and other well-recognized national or regional retail outlets, often selling gasoline or merchandise at aggressively competitive prices. The actions of retail marketing competitors, including the impact of foreign imports, could lead to lower prices or reduced margins for the products we sell, which could have an adverse effect on our business or results of operations.

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ETP and Regency may be unable to retain or replace existing midstream, transportation, terminalling and storage customers or volumes due to declining demand or increased competition in oil, natural gas and NGL markets, which would reduce revenues and limit future profitability.
The retention or replacement of existing customers and the volume of services that ETP and Regency provideprovides at rates sufficient to maintain or increase current revenues and cash flows depends on a number of factors beyond our control, including the price of and demand for oil, natural gas, and NGLs in the markets we serve and competition from other service providers.
A significant portion of ETP and Regency’sETP’s sales of natural gas are to industrial customers and utilities. As a consequence of the volatility of natural gas prices and increased competition in the industry and other factors, industrial customers, utilities and other gas customers are increasingly reluctant to enter into long-term purchase contracts. Many customers purchase natural gas from more than one supplier and have the ability to change suppliers at any time. Some of these customers also have the ability to switch between gas and alternate fuels in response to relative price fluctuations in the market. Because there are many companies of greatly varying size and financial capacity that compete with us in the marketing of natural gas, we often compete in natural gas sales markets primarily on the basis of price.
ETP and Regency also receivereceives a substantial portion of revenues by providing natural gas gathering, processing, treating, transportation and storage services. While a substantial portion of their services are sold under long-term contracts for reserved service, they also provide service on an unreserved or short-term basis. Demand for our services may be substantially reduced due to changing market prices. Declining prices may result in lower rates of natural gas production resulting in less use of services, while rising prices may diminish consumer demand and also limit the use of services. In addition, our competitors may attract our customers’ business. If demand declines or competition increases, we may not be able to sustain existing levels of unreserved service or renew or extend long-term contracts as they expire or we may reduce our rates to meet competitive pressures.
Revenue from ETP and Regency’sETP’s NGL transportation systems and refined products storage is also exposed to risks due to fluctuations in demand for transportation and storage service as a result of unfavorable commodity prices, competition from nearby pipelines, and other factors. ETP and Regency receivereceives substantially all of their transportation revenues through dedicated contracts under which the customer agrees to deliver the total output from particular processing plants that are connected only to their transportation system. Reduction in demand for natural gas or NGLs due to unfavorable prices or other factors, however, may result lower rates of production under dedicated contracts and lower demand for our services. In addition, ETP’s refined products storage revenues

are primarily derived from fixed capacity arrangements between us and our customers, a portion of its revenue is derived from fungible storage and throughput arrangements, under which ETP’s revenue is more dependent upon demand for storage from its customers.
The volume of crude oil and refined products transported through ETP’s oil pipelines and terminal facilities depends on the availability of attractively priced crude oil and refined products in the areas serviced by our assets. A period of sustained price reductions for crude oil or refined products could lead to a decline in drilling activity, production and refining of crude oil, or import levels in these areas. A period of sustained increases in the price of crude oil or refined products supplied from or delivered to any of these areas could materially reduce demand for crude oil or refined products in these areas. In either case, the volumes of crude oil or refined products transported in our oil pipelines and terminal facilities could decline.
The loss of existing customers by ETP and Regency’sETP’s midstream, transportation, terminalling and storage facilities or a reduction in the volume of the services customers purchase from them, or their inability to attract new customers and service volumes would negatively affect revenues, be detrimental to growth, and adversely affect results of operations.
ETP’s midstream facilities and transportation pipelines are attached to basins with naturally declining production, which it may not be able to replace with new sources of supply.
In order to maintain or increase throughput levels on ETP’s gathering systems and transportation pipeline systems and asset utilization rates at our treating and processing plants, ETP must continually contract for new natural gas supplies and natural gas transportation services.
A substantial portion of ETP’s assets, including its gathering systems and processing and treating plants, are connected to natural gas reserves and wells that experience declining production over time. ETP’s gas transportation pipelines are also dependent upon natural gas production in areas served by our gathering systems or in areas served by other gathering systems or transportation pipelines that connect with our transportation pipelines. ETP may not be able to obtain additional contracts for natural gas supplies for its natural gas gathering systems, and may be unable to maintain or increase the levels of natural gas throughput on its transportation pipelines. The primary factors affecting our ability to connect new supplies of natural gas to our gathering systems include our success in contracting for existing natural gas supplies that are not committed to other systems and the level of drilling activity and production of natural gas near our gathering systems or in areas that provide access to its transportation pipelines or markets to which ETP’s systems connect. ETP has no control over the level of drilling activity in its areas of operation, the amount

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of reserves underlying the wells and the rate at which production from a well will decline. In addition, ETP has no control over producers or their production and contracting decisions.
While a substantial portion of ETP’s services are provided under long-term contracts for reserved service, it also provides service on an unreserved basis. The reserves available through the supply basins connected to our gathering, processing, treating, transportation and storage facilities may decline and may not be replaced by other sources of supply. A decrease in development or production activity could cause a decrease in the volume of unreserved services ETP provides and a decrease in the number and volume of its contracts for reserved transportation service over the long run, which in each case would adversely affect revenues and results of operations.
If we are unable to replace any significant volume declines with additional volumes from other sources, our results of operations and cash flows could be materially and adversely affected.
ETP is entirely dependent upon third parties for the supply of refined products such as gasoline and diesel for its retail marketing business.
ETP is required to purchase refined products from third party sources, including the joint venture that acquired Sunoco’s Philadelphia refinery. ETP may also need to contract for new ships, barges, pipelines or terminals which it has not historically used to transport these products to its markets. The inability to acquire refined products and any required transportation services at favorable prices may adversely affect ETP’s business and results of operations.
The profitability of certain activities in ETP’s and Regency’s natural gas gathering, processing, transportation and storage operations areis largely dependent upon natural gas commodity prices, price spreads between two or more physical locations and market demand for natural gas and NGLs.
For a portion of the natural gas gathered on ETP’s and Regency’s systems, they purchase natural gas from producers at the wellhead and then gather and deliver the natural gas to pipelines where they typically resell the natural gas under various arrangements, including sales at index prices. Generally, the gross margins they realizerealized under these arrangements decrease in periods of low natural gas prices.
ETP and Regency also enterenters into percent-of-proceeds arrangements, keep-whole arrangements, and processing fee agreements pursuant to which wethey agree to gather and process natural gas received from the producers.
Under percent-of-proceeds arrangements, ETP and Regency generally sellsells the residue gas and NGLs at market prices and remit to the producers an agreed upon percentage of the proceeds based on an index price. In other cases, instead of remitting cash payments to the producer, ETP and Regency deliverdelivers an agreed upon percentage of the residue gas and NGL volumes to the producer and sell the volumes ETP and Regency keepkept to third parties at market prices. Under these arrangements, ETP’s revenues and gross margins decline when natural gas prices and NGL prices decrease. Accordingly, a decrease in the price of natural gas or NGLs could have an adverse effect on ETP’s and Regency’s revenues and results of operations.

Under keep-whole arrangements, ETP and Regency generally sellsells the NGLs produced from ourtheir gathering and processing operations at market prices. Because the extraction of the NGLs from the natural gas during processing reduces the Btu content of the natural gas, ETP and Regency must either purchase natural gas at market prices for return to producers or make a cash payment to producers equal to the value of this natural gas. Under these arrangements, gross margins generally decrease when the price of natural gas increases relative to the price of NGLs.
When ETP and Regency processprocesses the gas for a fee under processing fee agreements, they may guarantee recoveries to the producer. If recoveries are less than those guaranteed to the producer, ETP or Regency may suffer a loss by having to supply liquids or its cash equivalent to keep the producer whole.
ETP and Regency also receivereceives fees and retainretains gas in kind from our natural gas transportation and storage customers. ETP and Regency’sThe fuel retention fees and the value of gas that they retainETP retains in kind are directly affected by changes in natural gas prices. Decreases in natural gas prices tend to decrease these fuel retention fees and the value of retained gas.
In addition, ETP receives revenue from itstheir off-gas processing and fractionating system in Southsouth Louisiana primarily through customer agreements that are a combination of keep-whole and percent-of-proceeds arrangements, as well as from transportation and fractionation fees. Consequently, a large portion of ourETP’s off-gas processing and fractionation revenue is exposed to risks due to fluctuations in commodity prices. In addition, a decline in NGL prices could cause a decrease in demand for ETP’stheir off-gas processing and fractionation services and could have an adverse effect on ETP’stheir results of operations.

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which fee-based revenues constituted 86%, 88% and 66%, respectively, and non fee-based margin constituted 14%, 12% and 34%, respectively. The useamount of derivative financial instruments could resultgross margin earned by ETP’s midstream operations from fee-based and non fee-based arrangements (individually and as a percentage of total revenues) will be impacted by the volumes associated with both types of arrangements, as well as commodity prices; therefore, the dollar amounts and the relative magnitude of gross margin from fee-based and non fee-based arrangements in material financial losses by ETP and Regency.
From time to time, ETP and Regency have sought to reduce our exposure to fluctuationsfuture periods may be significantly different from results reported in commodity prices and interest rates by using derivative financial instruments and other risk management mechanisms and by their trading, marketing and/or system optimization activities. To the extent that either ETP or Regency hedges its commodity price and interest rate exposures, it foregoes the benefits it would otherwise experience if commodity prices or interest rates were to change favorably. In addition, even though monitored by management, ETP’s and Regency’s derivatives activities can result in losses. Such losses could occur under various circumstances, including if a counterparty does not perform its obligations under the derivative arrangement, the hedge is imperfect, commodity prices move unfavorably related to ETP’s or Regency’s physical or financial positions, or internal hedging policies and procedures are not followed.

The accounting standards regarding hedge accounting are very complex, and even when we engage in hedging transactions that are effective economically (whether to mitigate our exposure to fluctuations in commodity prices, or to balance our exposure to fixed and variable interest rates), these transactions may not be considered effective for accounting purposes. Accordingly, our consolidated financial statements may reflect some volatility due to these hedges, even when there is no underlying economic impact at that point. It is also not always possible for us to engage in a hedging transaction that completely mitigates our exposure to commodity prices. Our consolidated financial statements may reflect a gain or loss arising from an exposure to commodity prices for which we are unable to enter into a completely effective hedge.

In addition, even though monitored by management, our derivatives activities can result in losses. Such losses could occur under various circumstances, including if a counterparty does not perform its obligations under the derivative arrangement, the hedge is imperfect, commodity prices move unfavorably related to our physical or financial positions or hedging policies and procedures are not followed.previous periods.
ETP’s and Regency’s natural gas and NGL revenues depend on theirits customers’ ability to use ETP’s and Regency’s pipelines and third-party pipelines over which we have no control.
ETP’s and Regency’s natural gas transportation, storage and NGL businesses depend, in part, on their customers’ ability to obtain access to pipelines to deliver gas to and receive gas from ETP and Regency.ETP. Many of these pipelines are owned by parties not affiliated with us. Any interruption of service on our pipelines or third partythird-party pipelines due to testing, line repair, reduced operating pressures, or other causes or adverse change in terms and conditions of service could have a material adverse effect on ETP’s and Regency’s ability, and the ability of their customers, to transport natural gas to and from their pipelines and facilities and a corresponding material adverse effect on their transportation and storage revenues. In addition, the rates charged by interconnected pipelines for transportation to and from ETP’s and Regency’ss facilities affect the utilization and value of their storage services. Significant changes in the rates charged by those pipelines or the rates charged by other pipelines with which the interconnected pipelines compete could also have a material adverse effect on storage revenues.
Shippers using ETP’s and Regency’s oil pipelines and terminals are also dependent upon their pipelines and connections to third-party pipelines to receive and deliver crude oil and refined products. Any interruptions or reduction in the capabilities of these pipelines due to testing, line repair, reduced operating pressures, or other causes could result in reduced volumes transported in ETP’s and Regency’s pipelines or through their terminals. Similarly, if additional shippers begin transporting volume over interconnecting oil pipelines, the allocations of pipeline capacity to ETP and Regency’s existing shippers on these interconnecting pipelines could be reduced, which also could reduce volumes transported in their pipelines or through their terminals. Allocation reductions of this nature are not infrequent and are beyond our control. Any such interruptions or allocation reductions that, individually or in the aggregate, are material or continue for a sustained period of time could have a material adverse effect on ETP and Regency’sETP’s results of operations, financial position, or cash flows.
The inability to continue to access lands owned by third parties, including tribal lands, could adversely affect our ability to operate and adversely affect our financial results.
Our ability to operate our pipeline systems and terminal facilities on certain lands owned by third parties, including lands held in trust by the United States for the benefit of a Native American tribe, will depend on our success in maintaining existing rights-of-way and obtaining new rights-of-way on those lands. Securing extensions of existing and any additional rights-of-way is also critical to our ability to pursue expansion projects. We cannot provide any assurance that we will be able to acquire new rights-of-way or maintain access to existing rights-of-way upon the expiration of the current grants or that all of the rights-of-way will be obtainable in a timely fashion. Transwestern’s existing right-of-way agreements with the Navajo Nation, Southern Ute, Pueblo of Laguna and Fort Mojave tribes extend through November 2029, September 2020, December 2022 and April 2019, respectively. Our financial position could be adversely affected if the costs of new or extended right-of-way grants cannot be recovered in rates.

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Further, whether we have the power of eminent domain for our pipelines varies from state to state, depending upon the type of pipeline and the laws of the particular state. In either case, we must compensate landowners for the use of their property and, in eminent domain actions, such compensation may be determined by a court. The inability to exercise the power of eminent domain could negatively affect our business if we were to lose the right to use or occupy the property on which our pipelines are located.
ETP and Regency may not be able to fully execute their growth strategies if they encounter increased competition for qualified assets.
ETP and Regency each have strategies that contemplate growth through the development and acquisition of a wide range of midstream and other energy infrastructure assets while maintaining strong balance sheets. These strategies include constructing and acquiring additional assets and businesses to enhance their ability to compete effectively and diversify their respective asset portfolios, thereby providing more stable cash flow. ETP and Regency regularly consider and enter into discussions regarding the acquisition of additional assets and businesses, stand-alone development projects or other transactions that ETP and Regency believe will present opportunities to realize synergies and increase cash flow.
Consistent with their strategies, managements of ETP and Regency may, from time to time, engage in discussions with potential sellers regarding the possible acquisition of additional assets or businesses. Such acquisition efforts may involve ETP or Regency management’s participation in processes that involve a number of potential buyers, commonly referred to as “auction” processes, as well as situations in which ETP or Regency believes it is the only party or one of a very limited number of potential buyers in negotiations with the potential seller. We cannot assure that ETP’s or Regency’s acquisition efforts will be successful or that any acquisition will be completed on favorable terms.
In addition, ETP and Regency each are experiencing increased competition for the assets they purchase or contemplate purchasing. Increased competition for a limited pool of assets could result in ETP or Regency losing to other bidders more often or acquiring assets at higher prices, both of which would limit ETP’s or Regency’s ability to fully execute their respective growth strategies. Inability to execute their respective growth strategies may materially adversely impact ETP’s or Regency’s results of operations.
An impairment of goodwill and intangible assets could reduce our earnings.
As of December 31, 2013, our consolidated balance sheets reflected $5.89 billion of goodwill and $2.26 billion of intangible assets. Goodwill is recorded when the purchase price of a business exceeds the fair value of the tangible and separately measurable intangible net assets. Accounting principles generally accepted in the United States require us to test goodwill for impairment on an annual basis or when events or circumstances occur, indicating that goodwill might be impaired. Long-lived assets such as intangible assets with finite useful lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If we determine that any of our goodwill or intangible assets were impaired, we would be required to take an immediate charge to earnings with a correlative effect on partners’ capital and balance sheet leverage as measured by debt to total capitalization.
During the fourth quarter of 2013, we recorded a goodwill impairment charge of $689 million on our Trunkline LNG reporting unit. See Note 2 to our consolidated financial statements for additional information.
If ETP and Regency do not make acquisitions on economically acceptable terms, their future growth could be limited.
ETP’s and Regency’s results of operations and their ability to grow and to increase distributions to Unitholders will depend in part on their ability to make acquisitions that are accretive to their respective distributable cash flow.
ETP and Regency may be unable to make accretive acquisitions for any of the following reasons, among others:
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 Regency and may have greater financial resources and lower costs of capital.
Furthermore, even if ETP or Regency consummates acquisitions that it believes will be accretive, those acquisitions may in fact adversely affect its results of operations or result in a decrease in distributable cash flow per unit. Any acquisition involves potential risks, including the risk that ETP or Regency may:
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;

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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.
If ETP and Regency consummate future acquisitions, their respective capitalization and results of operations may change significantly. As ETP and Regency determine the application of their funds and other resources, Unitholders will not have an opportunity to evaluate the economic, financial and other relevant information that ETP and Regency will consider.
If ETP and Regency dodoes not continue to construct new pipelines, their future growth could be limited.
ETP’s and Regency’s results of operations and their ability to grow and to increase distributable cash flow per unit will depend, in part, on their ability to construct pipelines that are accretive to their respective distributable cash flow. ETP or Regency may be unable to construct pipelines that are accretive to distributable cash flow for any of the following reasons, among others:
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.
Furthermore, even if ETP or Regency constructs a pipeline that it believes will be accretive, the pipeline may in fact adversely affect its results of operations or fail to achieve results projected prior to commencement of construction.
Expanding ETP’s and Regency’s business by constructing new pipelines and related facilities subjects ETP and Regency to risks.
One of the ways that ETP and Regency havehas grown their respective businessesbusiness is through the construction of additions to existing gathering, compression, treating, processing and transportation systems. The construction of a new pipeline and related facilities (or the improvement and repair of existing facilities) involves numerous regulatory, environmental, political and legal uncertainties beyond ETP’s and Regency’s control and requirerequires the expenditure of significant amounts of capital to be financed through borrowings, the issuance of additional equity or from operating cash flow. If ETP or Regency undertakes these projects, they may not be completed on schedule or at all or at the budgeted cost. A variety of factors outside ETP’s or Regency’s control, such as weather, natural disasters and difficulties in obtaining permits and rights-of-way or other regulatory approvals, as well as the performance by third-party contractors may result in increased costs or delays in construction. Cost overruns or delays in completing a project could have a material adverse effect on ETP’s or Regency’s results of operations and cash flows. Moreover, revenues may not increase immediately following the completion of a particular project. For instance, if ETP or Regency builds a new pipeline, the construction will occur over an extended period of time, but ETP or Regency, as applicable, may not materially increase its revenues until long after the project’s completion. In addition, the success of a pipeline construction project will likely depend upon the level of oil and natural gas exploration and development drilling activity and the demand for pipeline transportation in the areas proposed to be serviced by the project as well as ETP’s and Regency’s abilitiesability to obtain commitments from producers in the area to utilize the newly constructed pipelines. In this regard, ETP and Regency may construct facilities to capture anticipated future growth in oil or natural gas production in a region in which such growth does not materialize. As a result, new facilities may be unable to attract enough throughput or contracted capacity reservation commitments to achieve ETP’s or Regency’s expected investment return, which could adversely affect its results of operations and financial condition.
ETP and Regency dependdepends on certain key producers for a significant portion of their supplies of natural gas. The loss of, or reduction in, any of these key producers could adversely affect ETP’s or Regency’s respective business and operating results.
ETP and Regency relyrelies on a limited number of producers for a significant portion of their natural gas supplies. These contracts have terms that range from month-to-month to life of lease. As these contracts expire, ETP and Regency will have to negotiate extensions or renewals or replace the contracts with those of other suppliers. ETP and Regency may be unable to obtain new or renewed contracts on favorable terms, if at all. The loss of all or even a portion of the volumes of natural gas supplied by these producers and other customers, as a result of competition or otherwise, could have a material adverse effect on ETP’s and Regency’s business, results of operations, and financial condition.

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ETP and Regency dependdepends on key customers to transport natural gas through their pipelines.
ETP and Regency relyrelies on a limited number of major shippers to transport certain minimum volumes of natural gas on their respective pipelines, and Regency maintains contracts for compression services with a limited number of key customers.pipelines. The failure of the major shippers on ETP’s Regency’s or their joint ventures’ pipelines or of other key customers to fulfill their contractual obligations under these contracts could have a material adverse effect on the cash flow and results of operations of us, ETP Regency or their joint ventures, as applicable, were unable to replace these customers under arrangements that provide similar economic benefits as these existing contracts.
Mergers amongETP’s contract compression operations depend on particular suppliers and are vulnerable to parts and equipment shortages and price increases, which could have a negative impact on results of operations.
The principal manufacturers of components for ETP’s natural gas compression equipment include Caterpillar, Inc. for engines, Air-X-Changers for coolers and Ariel Corporation for compressors and frames. ETP’s reliance on these suppliers involves several risks, including price increases and a potential inability to obtain an adequate supply of required components in a timely manner. ETP also relies primarily on two vendors, Spitzer Industries Corp. and Standard Equipment Corp., to package and assemble its compression units. ETP does not have long-term contracts with these suppliers or packagers, and a partial or complete loss of certain of these sources could have a negative impact on our results of operations and could damage our customer relationships.
A material decrease in demand or distribution of crude oil available for transport through Sunoco Logistics’ customers and competitors could result in lower volumes being shipped on its pipelines or products stored in or distributed through its terminals, or reduced crude oil marketing margins or volumes.
Mergers between existing customers could provide strong economic incentives for the combined entities to utilize their existing systems instead of Sunoco Logistics’ systems in those markets where the systems compete. As a result, Sunoco Logistics could lose some or all of the volumes and associated revenues from these customers and could experience difficulty in replacing those lost volumes and revenues, whichterminal facilities could materially and adversely affect our results of operations, financial position, or cash flows.
The volume of crude oil transported through Sunoco Logistics’ crude oil pipelines and terminal facilities depends on the availability of attractively priced crude oil produced or received in the areas serviced by its assets. A period of sustained crude oil price declines could lead to a decline in drilling activity, production and import levels in these areas. Similarly, a period of sustained increases in the price of crude oil supplied from any of these areas, as compared to alternative sources of crude oil available to Sunoco Logistics’ customers, could materially reduce demand for crude oil in these areas. In either case, the volumes of crude oil transported

in Sunoco Logistics’ crude oil pipelines and terminal facilities could decline, and it could likely be difficult to secure alternative sources of attractively priced crude oil supply in a timely fashion or at all. If Sunoco Logistics is unable to replace any significant volume declines with additional volumes from other sources, its results of operations, financial position, or cash flows could be materially and adversely affected.
An interruption of supply of crude oil to Sunoco Logistics’ facilities could materially and adversely affect our results of operations and revenues.
While Sunoco Logistics is well positioned to transport and receive crude oil by pipeline, marine transport and trucks, rail transportation also serves as a critical link in the supply of domestic crude oil production to U.S. refiners, especially for crude oil from regions such as the Bakken that are not sourced near pipelines or waterways that connect to all of the major U.S. refining centers. Federal regulators have issued a safety advisory warning that Bakken crude oil may be more volatile than many other North American crude oils and reinforcing the requirement to properly test, characterize, classify, and, if applicable, sufficiently degasify hazardous materials prior to and during transportation. Much of the domestic crude oil received by our facilities, especially from the Bakken region, may be transported by railroad. If the ability to transport crude oil by rail is disrupted because of accidents, weather interruptions, governmental regulation, congestion on rail lines, terrorism, other third-party action or casualty or other events, then Sunoco Logistics could experience an interruption of supply or delivery or an increased cost of receiving crude oil, and could experience a decline in volumes received. Recent railcar accidents in Quebec, Alabama, North Dakota, Pennsylvania and Virginia, in each case involving trains carrying crude oil from the Bakken region, have led to increased legislative and regulatory scrutiny over the safety of transporting crude oil by rail. In 2015, the DOT, through the PHMSA, issued a rule implementing new rail car standards and railroad operating procedures. Changing operating practices, as well as new regulations on tank car standards and shipper classifications, could increase the time required to move crude oil from production areas of facilities, increase the cost of rail transportation, and decrease the efficiency of transportation of crude oil by rail, any of which could materially reduce the volume of crude oil received by rail and adversely affect our financial condition, results of operations, and cash flows.
A portion of Sunoco Logistics’ general and administrative services have been outsourced to third-party service providers. Fraudulent activity or misuse of proprietary data involving its outsourcing partners could expose us to additional liability.
Sunoco Logistics utilizes both affiliate entities and third parties in the processing of its information and data. Breaches of its security measures or the accidental loss, inadvertent disclosure or unapproved dissemination of proprietary information or sensitive or confidential data about Sunoco Logistics or its customers, including the potential loss or disclosure of such information or data as a result of fraud or other forms of deception, could expose Sunoco Logistics to a risk of loss or misuse of this information, result in litigation and potential liability for Sunoco Logistics, lead to reputational damage, increase compliance costs, or otherwise harm its business.
ETPSunoco LP is entirely dependent upon third parties for the supply of refined products such as gasoline and Regency’sdiesel for its retail marketing business.
Sunoco LP is required to purchase refined products from third party sources, including the joint venture that acquired Sunoco, Inc.’s Philadelphia refinery. Sunoco LP may also need to contract for new ships, barges, pipelines or terminals which it has not historically used to transport these products to its markets. The inability to acquire refined products and any required transportation services at favorable prices may adversely affect Sunoco LP’s business and results of operations.
A significant decrease in demand for motor fuel, including increased consumer preference for alternative motor fuels or improvements in fuel efficiency, in the areas Sunoco LP serves would reduce their ability to make distributions to unitholders.
Sales of refined motor fuels account for approximately 84% of Sunoco LP’s total revenues and 55% of gross profit. A significant decrease in demand for motor fuel in the areas Sunoco LP serves could significantly reduce revenues and their ability to make or increase distributions to unitholders. Sunoco LP revenues are dependent on various trends, such as trends in commercial truck traffic, travel and tourism in their areas of operation, and these trends can change. Regulatory action, including government imposed fuel efficiency standards, may also affect demand for motor fuel. Because certain of Sunoco LP’s operating costs and expenses are fixed and do not vary with the volumes of motor fuel distributed, their costs and expenses might not decrease ratably or at all should they experience such a reduction. As a result, Sunoco LP may experience declines in their profit margin if fuel distribution volumes decrease.
Any technological advancements, regulatory changes or changes in consumer preferences causing a significant shift toward alternative motor fuels could reduce demand for the conventional petroleum based motor fuels Sunoco LP currently sells. Additionally, a shift toward electric, hydrogen, natural gas or other alternative-power vehicles could fundamentally change customers' shopping habits or lead to new forms of fueling destinations or new competitive pressures.

New technologies have been developed and governmental mandates have been implemented to improve fuel efficiency, which may result in decreased demand for petroleum-based fuel. Any of these outcomes could result in fewer visits to Sunoco LP’s convenience stores, a reduction in demand from their wholesale customers, decreases in both fuel and merchandise sales revenue, or reduced profit margins, any of which could have a material adverse effect on Sunoco LP’s business, financial condition, results of operations and cash available for distribution to unitholders.

The industries in which Sunoco LP operates are subject to seasonal trends, which may cause our operating costs to fluctuate, affecting our cash flow.

Sunoco LP experiences more demand for our merchandise, food and motor fuel during the late spring and summer months than during the fall and winter. Travel, recreation and construction are typically higher in these months in the geographic areas in which we operate, increasing the demand for the products that we sell and distribute. Additionally, Sunoco LP’s retail fuel margins have historically been higher in the second and third quarters of the year. Therefore, Sunoco LP’s revenues and cash flows are typically higher in the second and third quarters of our fiscal year. As a result, Sunoco LP’s results from operations may vary widely from period to period, affecting Sunoco LP’s cash flow.
Sunoco LP’s financial condition and results of operations are influenced by changes in the prices of motor fuel, which may adversely impact margins, customers’ financial condition and the availability of trade credit.
Sunoco LP’s operating results are influenced by prices for motor fuel. General economic and political conditions, acts of war or terrorism and instability in oil producing regions, particularly in the Middle East and South America, could significantly impact crude oil supplies and petroleum costs. Significant increases or high volatility in petroleum costs could impact consumer demand for motor fuel and convenience merchandise. Such volatility makes it difficult to predict the impact that future petroleum costs fluctuations may have on Sunoco LP’s operating results and financial condition. Sunoco LP is subject to dealer tank wagon pricing structures at certain locations further contributing to margin volatility. A significant change in any of these factors could materially impact both wholesale and retail fuel margins, the volume of motor fuel distributed or sold at retail, and overall customer traffic, each of which in turn could have a material adverse effect on Sunoco LP’s business, financial condition, results of operations and cash available for distribution to unitholders.
Significant increases in wholesale motor fuel prices could impact Sunoco LP as some of their customers may have insufficient credit to purchase motor fuel from us at their historical volumes. Higher prices for motor fuel may also reduce access to trade credit support or cause it to become more expensive.
The dangers inherent in the storage and transportation of motor fuel could cause disruptions in Sunoco LP’s operations and could expose them to potentially significant losses, costs or liabilities.
Sunoco LP stores motor fuel in underground and aboveground storage tanks. Sunoco LP transports the majority of its motor fuel in its own trucks, instead of by third-party carriers. Sunoco LP’s operations are subject to significant hazards and risks inherent in transporting and storing motor fuel. These hazards and risks include, but are not limited to, traffic accidents, fires, explosions, spills, discharges, and other releases, any of which could result in distribution difficulties and disruptions, environmental pollution, governmentally-imposed fines or clean-up obligations, personal injury or wrongful death claims, and other damage to its properties and the properties of others. Any such event not covered by Sunoco LP’s insurance could have a material adverse effect on its business, financial condition, results of operations and cash available for distribution to unitholders.
Sunoco LP’s fuel storage terminals are subject to operational and business risks which, if occur, may adversely affect their financial condition, results of operations, cash flows and ability to make distributions to unitholders.
Sunoco LP’s fuel storage terminals are subject to operational and business risks, the most significant of which include the following:
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.
The occurrence of any of the above situations, amongst others, may affect operations at their fuel storage terminals and may adversely affect Sunoco LP’s business, financial condition, results of operations, cash flows and ability to make distributions to unitholders.
Sunoco LP’s concentration of convenience stores along the U.S.-Mexico border increases their exposure to certain cross-border risks that could adversely affect its business and financial condition by lowering sales revenues.
Approximately 18% of Sunoco LP’s convenience stores are located in close proximity to Mexico. These stores rely heavily upon cross-border traffic and commerce to drive sales volumes. Sales volumes at these stores could be impaired by a number of cross-border risks, any one of which could have a material adverse effect on Sunoco LP’s business, financial condition and results of operations, including the following:
A devaluation of the Mexican peso could negatively affect the exchange rate between the peso and the U.S. dollar, which would result in reduced purchasing power in the U.S. on the part of Sunoco LP’s customers who are citizens of Mexico;
The imposition of tighter restrictions by the U.S. government on the ability of citizens of Mexico to cross the border into the United States, or the imposition of tariffs upon Mexican goods entering the United States or other restrictions upon Mexican-borne commerce, could reduce revenues attributable to Sunoco LP’s convenience stores regularly frequented by citizens of Mexico;
Future subsidies for motor fuel by the Mexican government could lead to wholesale cost and retail pricing differentials between the U.S. and Mexico that could divert fuel customer traffic to Mexican fuel retailers; and
The escalation of drug-related violence along the border could deter tourist and other border traffic, which could likely cause a decline in sales revenues at these locations.
The wholesale motor fuel distribution industry and convenience store industry are characterized by intense competition and fragmentation and impacted by new entrants. Failure to effectively compete could result in lower margins.
The market for distribution of wholesale motor fuel is highly competitive and fragmented, which results in narrow margins. Sunoco LP has numerous competitors, some of which may have significantly greater resources and name recognition than it does. Sunoco LP relies on its ability to provide value-added, reliable services and to control its operating costs in order to maintain our margins and competitive position. If Sunoco LP fails to maintain the quality of its services, certain of its customers could choose alternative distribution sources and margins could decrease. While major integrated oil companies have generally continued to divest retail sites and the corresponding wholesale distribution to such sites, such major oil companies could shift from this strategy and decide to distribute their own products in direct competition with Sunoco LP, or large customers could attempt to buy directly from the major oil companies. The occurrence of any of these events could have a material adverse effect on Sunoco LP’s business, financial condition, results of operations and cash available for distribution to unitholders.
The geographic areas in which Sunoco LP operates are highly competitive and marked by ease of entry and constant change in the number and type of retailers offering products and services of the type sold in their stores. Sunoco LP competes with other convenience store chains, independently owned convenience stores, motor fuel stations, supermarkets, drugstores, discount stores, dollar stores, club stores, mass merchants and local restaurants. Over the past two decades, several non-traditional retailers, such as supermarkets, hypermarkets, club stores and mass merchants, have impacted the convenience store industry, particularly in the geographic areas in which Sunoco LP operates, by entering the motor fuel retail business. These non-traditional motor fuel retailers have captured a significant share of the motor fuels market, and Sunoco LP expects their market share will continue to grow.
In some of Sunoco LP’s markets, its competitors have been in existence longer and have greater financial, marketing, and other resources than they do. As a result, Sunoco LP’s competitors may be able to better respond to changes in the economy and new opportunities within the industry. To remain competitive, Sunoco LP must constantly analyze consumer preferences and competitors’ offerings and prices to ensure that they offer a selection of convenience products and services at competitive prices to meet consumer demand. Sunoco LP must also maintain and upgrade our customer service levels, facilities and locations to remain competitive and attract customer traffic to our stores. Sunoco LP may not be able to compete successfully against current and future competitors, and competitive pressures faced by Sunoco LP could have a material adverse effect on its business, results of operations and cash available for distribution to unitholders.

Wholesale cost increases in tobacco products, including excise tax increases on cigarettes, could adversely impact Sunoco LP’s revenues and profitability.
Significant increases in wholesale cigarette costs and tax increases on cigarettes may have an adverse effect on unit demand for cigarettes. Cigarettes are subject to substantial and increasing excise taxes at both a state and federal level. Sunoco LP cannot predict whether this trend will continue into the future. Increased excise taxes may result in declines in overall sales volume and reduced gross profit percent, due to lower consumption levels and to a shift in consumer purchases from the premium to the non-premium or discount segments or to other lower-priced tobacco products or to the import of cigarettes from countries with lower, or no, excise taxes on such items.
Currently, major cigarette manufacturers offer rebates to retailers. Sunoco LP includes these rebates as a component of its gross margin from sales of cigarettes. In the event these rebates are no longer offered, or decreased, Sunoco LP’s wholesale cigarette costs will increase accordingly. In general, Sunoco LP attempts to pass price increases on to its customers. However, due to competitive pressures in our markets, it may not be able to do so. These factors could materially impact Sunoco LP’s retail price of cigarettes, cigarette unit volume and revenues, merchandise gross profit and overall customer traffic, which could in turn have a material adverse effect on Sunoco LP’s business and results of operations.
Failure to comply with state laws regulating the sale of alcohol and cigarettes may result in the loss of necessary licenses and the imposition of fines and penalties, which could have a material adverse effect on Sunoco LP’s business.
State laws regulate the sale of alcohol and cigarettes. A violation of or change in these laws could adversely affect Sunoco LP’s business, financial condition and results of operations because state and local regulatory agencies have the power to approve, revoke, suspend or deny applications for, and renewals of, permits and licenses relating to the sale of these products and can also seek other remedies. Such a loss or imposition could have a material adverse effect on Sunoco LP’s business and results of operations.
Sunoco LP currently depends on a limited number of principal suppliers in each of its operating areas for a substantial portion of its merchandise inventory and its products and ingredients for its food service facilities. A disruption in supply or a change in either relationship could have a material adverse effect on its business.
Sunoco LP currently depends on a limited number of principal suppliers in each of its operating areas for a substantial portion of its merchandise inventory and its products and ingredients for its food service facilities. If any of Sunoco LP’s principal suppliers elect not to renew their contracts, Sunoco LP may be unable to replace the volume of merchandise inventory and products and ingredients currently purchased from them on similar terms or at all in those operating areas. Further, a disruption in supply or a significant change in Sunoco LP’s relationship with any of these suppliers could have a material adverse effect on Sunoco LP’s business, financial condition and results of operations and cash available for distribution to unitholders.
Sunoco LP may be subject to adverse publicity resulting from concerns over food quality, product safety, health or other negative events or developments that could cause consumers to avoid its retail locations.
Sunoco LP may be the subject of complaints or litigation arising from food-related illness or product safety which could have a negative impact on its business. Negative publicity, regardless of whether the allegations are valid, concerning food quality, food safety or other health concerns, food service facilities, employee relations or other matters related to its operations may materially adversely affect demand for its food and other products and could result in a decrease in customer traffic to its retail stores.
It is critical to Sunoco LP’s reputation that they maintain a consistent level of high quality at their food service facilities and other franchise or fast food offerings. Health concerns, poor food quality or operating issues stemming from one store or a limited number of stores could materially and adversely affect the operating results of some or all of their stores and harm the company-owned brands, continuing favorable reputation, market value and name recognition.
We have outsourced various functions related to our retail marketing business to third-party service providers, which decreases our control over the performance of these functions. Disruptions or delays of our third-party outsourcing partners could result in increased costs, or may adversely affect service levels. Fraudulent activity or misuse of proprietary data involving our outsourcing partners could expose us to additional liability.
Sunoco LP has previously outsourced various functions related to its retail marketing business to third parties and expects to continue this practice with other functions in the future.
While outsourcing arrangements may lower our cost of operations, they also reduce our direct control over the services rendered. It is uncertain what effect such diminished control will have on the quality or quantity of products delivered or services rendered, on our ability to quickly respond to changing market conditions, or on our ability to ensure compliance with all applicable domestic and foreign laws and regulations. We believe that we conduct appropriate due diligence before entering into agreements with our

outsourcing partners. We rely on our outsourcing partners to provide services on a timely and effective basis. Although we continuously monitor the performance of these third parties and maintain contingency plans in case they are unable to perform as agreed, we do not ultimately control the performance of our outsourcing partners. Much of our outsourcing takes place in developing countries and, as a result, may be subject to geopolitical uncertainty. The failure of one or more of our third-party outsourcing partners to provide the expected services on a timely basis at the prices we expect, or as required by contract, due to events such as regional economic, business, environmental or political events, information technology system failures, or military actions, could result in significant disruptions and costs to our operations, which could materially adversely affect our business, financial condition, operating results and cash flow.
Our failure to generate significant cost savings from these outsourcing initiatives could adversely affect our profitability and weaken Sunoco LP’s competitive position. Additionally, if the implementation of our outsourcing initiatives is disruptive to our retail marketing business, we could experience transaction errors, processing inefficiencies, and the loss of sales and customers, which could cause our business and results of operations to suffer.
As a result of these outsourcing initiatives, more third parties are involved in processing our retail marketing information and data. Breaches of security measures or the accidental loss, inadvertent disclosure or unapproved dissemination of proprietary information or sensitive or confidential data about our retail marketing business or our clients, including the potential loss or disclosure of such information or data as a result of fraud or other forms of deception, could expose us to a risk of loss or misuse of this information, result in litigation and potential liability for us, lead to reputational damage to the Sunoco, Inc. brand, increase our compliance costs, or otherwise harm our business.
ETP’s interstate natural gas pipelines are subject to laws, regulations and policies governing the rates they are allowed to charge for their services, which may prevent us from fully recovering our costs.
Laws, regulations and policies governing interstate natural gas pipeline rates could affect the ability of ETP’s and Regency’s interstate pipelines to establish rates, to charge rates that would cover future increases in its costs, or to continue to collect rates that cover current costs.
ETP and Regency areis required to file tariff rates (also known as recourse rates) with the FERC that shippers may elect to pay for interstate natural gas transportation services. We may also agree to discount these rates on a not unduly discriminatory basis or negotiate rates with shippers who elect not to pay the recourse rates. ETP and Regency must also file with the FERC all negotiated rates that do not conform to our tariff rates and all changes to our tariff or negotiated rates. The FERC must approve or accept all rate filings for us to be allowed to charge such rates.
The FERC may review existing tariffs rates on its own initiative or upon receipt of a complaint filed by a third party. The FERC may, on a prospective basis, order refunds of amounts collected if it finds the rates to have been shown not to be just and reasonable or to have been unduly discriminatory. The FERC has recently exercised this authority with respect to several other pipeline companies. If the FERC were to initiate a proceeding against ETP or Regency and find that theirits rates were not just and reasonable or unduly discriminatory, the maximum rates customers could elect to pay ETP and Regency may be reduced and the reduction could have an adverse effect on theirour revenues and results of operations.
The costs of ETP’s and Regency’s interstate pipeline operations may increase and ETP or Regency may not be able to recover all of those costs due to FERC regulation of theirits rates. If ETP or Regency proposeproposes to change theirits tariff rates, theirits proposed rates may be challenged by the FERC or third parties, and the FERC may deny, modify or limit ETP’s or Regency’s proposed changes if they areETP is unable to persuade the FERC that changes would result in just and reasonable rates that are not unduly discriminatory. ETP and Regency also may be limited by the terms of rate case settlement agreements or negotiated rate agreements with individual customers from seeking future rate increases, or ETP and Regency may be constrained by competitive factors from charging their tariff rates.
To the extent ETP’s and Regency’s costs increase in an amount greater than theirits revenues increase, or there is a lag between theirits cost increases and their ability to file for and obtain rate increases, theirETP’s operating results would be negatively affected. Even if a rate increase is permitted by the FERC to become effective, the rate increase may not be adequate. ETP and Regency cannot guarantee that theirits interstate pipelines will be able to recover all of their costs through existing or future rates.

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In July 2010, in response to an intervention and protest filed by BGLS regarding its rates with Trunkline LNG applicable to certain LNG expansions, the FERC determined that there was no reason at that time to expend the FERC’s resources on a rate proceeding with respect to Trunkline LNG even though cost and revenue studies provided to the FERC indicated Trunkline LNG’s revenues were in excess of its associated cost of service. The current fixed rates expire at the end of 2015 and revert to tariff rate for these LNG expansions as well as the base LNG facilities for which rates were set in 2002.
The ability of interstate pipelines held in tax-pass-through entities, like us,ETP, to include an allowance for income taxes as a cost-of-service element in their regulated rates has been subject to extensive litigation before the FERC and the courts for a number of years. It is currently the FERC’s policy to permit pipelines to include in cost-of-service a tax allowance to reflect actual or potential income tax liability on their public utility income attributable to all partnership or limited liability company interests, ifto the extent that the ultimate owner of the interest hasowners have an actual or potential income tax liability on such income. Whether a pipeline’s owners have such actual or potential income tax liability will be reviewed by the FERC on a case-by-case basis. Under the FERC’s policy, weETP thus remainremains eligible to include an income tax allowance in the tariff rates we chargeETP charges for interstate natural gas transportation. On December 15, 2016, FERC issued a Notice of Inquiry requesting energy industry input on how FERC should address income tax

allowances in cost-based rates proposed by pipeline companies organized as part of a master limited partnership. FERC issued the Notice of Inquiry in response to a remand from the U.S. Court of Appeals for the D.C. Circuit in United Airlines v. FERC, in which the court determined that FERC had not justified its conclusion that an oil pipeline organized as a partnership would not “double recover” its taxes under the current policy by both including a tax allowance in its cost-based rates and earning a return on equity calculated on a pre-tax basis. ETP cannot predict whether FERC will successfully justify its conclusion that there is no double recovery of taxes under these circumstances or whether FERC will modify its current policy on either income tax allowances or return on equity calculations for pipeline companies organized as part of a master limited partnership. However, any modification that reduces or eliminates an income tax allowance for pipeline companies organized as a part of a master limited partnership or decreases the return on equity for such pipelines could result in an adverse impact on ETP’s revenues associated with the transportation and storage services ETP provides pursuant to cost-based rates. On December 23, 2016, FERC issued an Inquiry Regarding the Commission’s Policy of Recovery of Income Tax Credits. FERC is seeking comment regarding how to address any double recovery resulting from the Commission’s current income tax allowance and rate of return policies. The effectiveness ofcomment period with respect to the FERC’s policy and the application of that policy remains subject to future challenges, refinement or change by the FERC or the courts.proposed rules extends until April 7, 2017.
The interstate natural gas pipelines are subject to laws, regulations and policies governing terms and conditions of service, which could adversely affect their business and operations.
In addition to rate oversight, the FERC’s regulatory authority extends to many other aspects of the business and operations of ETP’s and Regency’s interstate natural gas pipelines, including:
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.
Compliance with these requirements can be costly and burdensome. In addition, we cannot guarantee that the FERC will authorize tariff changes and other activities we might propose to do soundertake in a timely manner and free from potentially burdensome conditions. Future changes to laws, regulations, policies and interpretations thereof in these areas may impair the ability of ETP’s and Regency’s interstate pipelines to compete for business, may impair their ability to recover costs or may increase the cost and burden of operation.
Rate regulation or market conditions may not allow ETP to recover the full amount of increases in the costs of its crude oil, NGL and refined products pipeline operations.
Transportation provided on ETP’s common carrier interstate crude oil, NGL and refined products pipelines is subject to rate regulation by the FERC, which requires that tariff rates for transportation on these oil pipelines be just and reasonable and not unduly discriminatory. If ETP proposes new or changed rates, the FERC or interested persons may challenge those rates and the FERC is authorized to suspend the effectiveness of such rates for up to seven months and to investigate such rates. If, upon completion of an investigation, the FERC finds that the proposed rate is unjust or unreasonable, it is authorized to require the carrier to refund revenues in excess of the prior tariff during the term of the investigation. The FERC also may investigate, upon complaint or on its own motion, rates that are already in effect and may order a carrier to change its rates prospectively. Upon an appropriate showing, a shipper may obtain reparations for damages sustained for a period of up to two years prior to the filing of a complaint.
The primary ratemaking methodology used by the FERC to authorize increases in the tariff rates of petroleum pipelines is price indexing. The FERC’s ratemaking methodologies may limit our ability to set rates based on our costs or may delay the use of rates that reflect increased costs. In addition,October 2016, FERC issued an Advance Notice of Proposed Rulemaking seeking comment on a number of proposals, including: (1) whether the Commission should deny any increase in a rate ceiling or annual index-based rate increase if a pipeline’s revenues exceed total costs by 15% for the prior two years; (2) a new percentage comparison test that would deny a proposed increase to a pipeline’s rate or ceiling level greater than 5% above the barrel-mile cost changes; and (3) a requirement that all pipelines file indexed ceiling levels annually, with the ceiling levels subject to challenge and restricting the pipeline’s ability to carry forward the full indexed increase to a future period. The comment period with respect to the proposed rules extends until March 17, 2017. If the FERC’s indexing methodology changes, the new methodology could materially and adversely affect our financial condition, results of operations or cash flows.
Under the Energy Policy Act adopted inEPAct of 1992, certain interstate pipeline rates were deemed just and reasonable or “grandfathered.” Revenues are derived from such grandfathered rates on most of our FERC-regulated pipelines. A person challenging a grandfathered rate must,

as a threshold matter, establish a substantial change since the date of enactment of the Energy Policy Act, in either the economic circumstances or the nature of the service that formed the basis for the rate. If the FERC were to find a substantial change in circumstances, then the existing rates could be subject to detailed review and there is a risk that some rates could be

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found to be in excess of levels justified by the pipeline’s costs. In such event, the FERC could order us to reduce pipeline rates prospectively and to pay refunds to shippers.
If the FERC’s petroleum pipeline ratemaking methodologies procedures changes, the new methodology or procedures could adversely affect our business and results of operations.
State regulatory measures could adversely affect the business and operations of ETP and Regency’sETP’s midstream and intrastate pipeline and storage assets.
ETP’s and Regency’s midstream and intrastate transportation and storage operations are generally exempt from FERC regulation under the NGA, but FERC regulation still significantly affects their business and the market for their products. The rates, terms and conditions of service for the interstate services they provide in their intrastate gas pipelines and gas storage are subject to FERC regulation under Section 311 of the NGPA. ETP’s HPL System, East Texas pipeline, Oasis pipeline and ET Fuel System provide such services. Under Section 311, rates charged for transportation and storage must be fair and equitable. Amounts collected in excess of fair and equitable rates are subject to refund with interest, and the terms and conditions of service, set forth in the pipeline’s statement of operating conditions, are subject to FERC review and approval. Should the FERC determine not to authorize rates equal to or greater than ETP’s or Regency’s costs of service, their cash flow would be negatively affected.
ETP and Regency’sETP’s midstream and intrastate gas and oil transportation pipelines and their intrastate gas storage operations are subject to state regulation. All of the states in which they operate midstream assets, intrastate pipelines or intrastate storage facilities have adopted some form of complaint-based regulation, which allow producers and shippers to file complaints with state regulators in an effort to resolve grievances relating to the fairness of rates and terms of access. The states in which ETP and Regency operateoperates have ratable take statutes, which generally require gatherers to take, without undue discrimination, production that may be tendered to the gatherer for handling. Similarly, common purchaser statutes generally require gatherers to purchase without undue discrimination as to source of supply or producer. These statutes have the effect of restricting our right as an owner of gathering facilities to decide with whom we contract to purchase or transport natural gas. Should a complaint be filed in any of these states or should regulation become more active, ETP’s or Regency’s businesses may be adversely affected.
ETP’s and Regency’s intrastate transportation operations located in Texas are also subject to regulation as gas utilities by the TRRC. Texas gas utilities must publish the rates they charge for transportation and storage services in tariffs filed with the TRRC, although such rates are deemed just and reasonable under Texas law unless challenged in a complaint.
ETP and Regency areis subject to other forms of state regulation, including requirements to obtain operating permits, reporting requirements, and safety rules (see description of federal and state pipeline safety regulation below). Violations state laws, regulations, orders and permit conditions can result in the modification, cancellation or suspension of a permit, civil penalties and other relief.
Certain of ETP’s and Regency’s assets may become subject to regulation.
The distinction between federally unregulated gathering facilities and FERC-regulated transmission pipelines under the NGA has been the subject of extensive litigation and may be determined by the FERC on a case-by-case basis, although the FERC has made no determinations as to the status of our facilities. Consequently, the classification and regulation of our gathering facilities could change based on future determinations by the FERC, the courts or Congress. If our gas gathering operations become subject to FERC jurisdiction, the result may adversely affect the rates we are able to charge and the services we currently provide, and may include the potential for a termination of our gathering agreements with our customers.
Intrastate transportation of NGLs is largely regulated by the state in which such transportation takes place. Lone Star’s NGL Pipeline transports NGLs within the state of Texas and is subject to regulation by the TRRC. This NGLs transportation system offers services pursuant to an intrastate transportation tariff on file with the TRRC. Lone Star’s NGL pipeline also commenced the interstate transportation of NGLs in 2013, which is subject to FERC’s jurisdiction under the Interstate Commerce Act and the Energy Policy Act of 1992. Both intrastate and interstate NGL transportation services must be provided in a manner that is just, reasonable, and non-discriminatory. The tariff rates established for interstate services were based on a negotiated agreement; however, if FERC’s rate making methodologies were imposed, they may, among other things, delay the use of rates that reflect increased costs and subject us to potentially burdensome and expensive operational, reporting and other requirements. In addition, the rates, terms and conditions for shipments of crude oil, petroleum products and NGLs on our pipelines are subject to regulation by FERC if the NGLs are transported in interstate or foreign commerce whether by our pipelines or other means of transportation. Since we do not control the entire transportation path of all crude oil, petroleum products and NGLs on our pipelines, FERC regulation could be triggered by our customers’ transportation decisions.

In addition, if any of our pipelines were found to have provided services or otherwise operated in violation of the NGA, NGPA, or ICA, this could result in the imposition of administrative and criminal remedies and civil penalties, as well as a requirement to disgorge charges collected for such services in excess of the rate established by the FERC. Any of the foregoing could adversely affect revenues and cash flow related to these assets.
ETPThe absence of a quorum at FERC, if it persists, could limit our ability to construct new facilities and/or expand certain existing facilities, which could have a material and Regencyadverse impact on our business and result of operations.
The Federal Energy Regulatory Commission (“FERC” or the “Commission”) oversees, among other matters, the interstate sale at wholesale and transportation of natural gas, crude oil and refined petroleum products, as well as the construction and siting of liquefied natural gas, or LNG, facilities.  FERC’s authority includes reviewing proposals to site, construct, expand and/or retire interstate natural gas pipeline facilities.  As set forth in the Department of Energy Authorization Act (“DOE Act”), the Commission is composed of up to five Commissioners, who are to be appointed by the President and confirmed by the Senate.  The DOE Act requires that at least three Commissioners be present “for the transaction of business.”  Without such a quorum of three or more Commissioners, FERC is unable to act on matters that require a vote of its Commissioners.  Norman Bay, a FERC Commissioner and former Chairman of the Commission, resigned effective February 3, 2017.  With Commissioner Bay’s departure, only two FERC Commissioners remained in office, as there were already two vacancies prior to Commissioner Bay’s resignation.  FERC has therefore lacked the quorum required for its Commissioners to issues orders and take other actions since February 3.  While FERC staff may still issue certain routine or uncontested orders under authority delegated by the Commission while it had a quorum, and such delegated authority was broadened immediately prior to Commissioner Bay’s departure, FERC is currently unable to resolve contested cases or issue major new orders, such as certificates of public convenience and necessity for new interstate natural gas pipelines or the expansion of existing FERC-certificated pipelines.  The current limitations on FERC’s ability to act have not had a material effect on our operations, but if the absence of a quorum continues for a long enough period of time, our ability to construct new facilities and/or expand the capacity of our pipelines could be materially affected.  The absence of a quorum will continue until a new FERC Commissioner is nominated by the President and confirmed by the Senate, provided the two remaining FERC Commissioners remain in office.  The President has not yet nominated any new FERC Commissioners to fill the vacancies.
ETP may incur significant costs and liabilities resulting from performance of pipeline integrity programs and related repairs.
Pursuant to authority under the NGPSA and HLPSA, as amended, by the PSI Act, the PIPES Act and the 2011 Pipeline Safety Act, PHMSA has established a series of rules requiring pipeline operators to develop and implement integrity management programs

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for natural gas transmission and hazardous liquid pipelines that, in the event of a pipeline leak or rupture, could affect “high consequence areas,”HCAs which are areas where a release could have the most significant adverse consequences, including high population areas, certain drinking water sources, and unusually sensitive ecological areas.
These regulations require operators of covered pipelines to:
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.
In addition, states have adopted regulations similar to existing PHMSA regulations for intrastate gathering and transmission lines. At this time, we cannot predict the ultimate cost of compliance with applicable pipeline integrity management regulations, as the cost will vary significantly depending on the number and extent of any repairs found to be necessary as a result of the pipeline integrity testing. We will continue our pipeline integrity testing programs to assess and maintain the integrity of our pipelines. The results of these tests could cause us to incur significant and unanticipated capital and operating expenditures for repairs or upgrades deemed necessary to ensure the continued safe and reliable operation of our pipelines. Any changes to pipeline safety laws by Congress and regulations by PHMSA that result in more stringent or costly safety standards could have a significant adverse effect on us and similarly situated midstream operators. For instance, changesexample, in January 2017, PHMSA issued a final rule for hazardous liquid pipelines that significantly expands the reach of certain PHMSA integrity management requirements, such as, for example, periodic assessments, leak detection and repairs, regardless of the pipeline’s proximity to regulations governinga HCA. The final rule also imposes new reporting requirements for certain unregulated pipelines, including all hazardous liquid gathering lines. However, the safetydate of implementation of this final rule by publication in the Federal Register is uncertain given the recent change in Presidential Administrations. In a second example, in March 2016, PHMSA announced a proposed rulemaking that would impose new or more stringent requirements for certain natural gas transmission pipelineslines and gathering lines are being considered by PHMSA, including, among other things, expanding certain of PHMSA’s current regulatory safety programs for example, revising the definitions of “highnatural gas pipelines in newly defined “moderate consequence areas” that contain as few as 5 dwellings within

a potential impact area; requiring gas pipelines installed before 1970 and “gathering lines”thus excluded from certain pressure testing obligations to be tested to determine their MAOP; and strengtheningrequiring certain onshore and offshore gathering lines in Class I areas to comply with damage prevention, corrosion control, public education, MAOP limits, line markers and emergency planning standards. Additional requirements proposed by this proposed rulemaking would increase PHMSA’s integrity management requirements and also require consideration of seismicity in evaluating threats to pipelines. The changes adopted or proposed by these rulemakings or made in future legal requirements could have a material adverse effect on ETP’s results of operations and costs of transportation services.
Federal and state legislative and regulatory initiatives relating to pipeline safety that require the use of new or more stringent safety controls or result in more stringent enforcement of applicable legal requirements could subject us to increased capital costs, operational delays and costs of operation.
The NGPSA and HLPSA were amended by the 2011 Pipeline Safety Act. Among other things, the 2011 Pipeline Safety Act increased the penalties for safety violations and directed the Secretary of Transportation to promulgate rules or standards relating to expanded integrity management requirements, automatic or remote-controlled valve use, excess flow valve use, leak detection system installation, testing to confirm that the material strength of certain pipelines are above 30% of specified minimum yield strength, and operator verification of records confirming the MAOP of certain interstate natural gas transmission pipelines. More recently, in June 2016, the 2016 Pipeline Safety Act was passed, extending PHMSA’s statutory mandate through 2019 and, among other things, requiring PHMSA to complete certain of its outstanding mandates under the 2011 Pipeline Safety Act and developing new safety standards for natural gas storage facilities by June 22, 2018. The 2016 Pipeline Safety Act also empowers PHMSA to address imminent hazards by imposing emergency restrictions, prohibitions and safety measures on owners and operators of natural gas or hazardous liquid pipeline facilities without prior notice or an opportunity for a hearing. PHMSA issued interim regulations in October 2016 to implement the agency's expanded authority to address unsafe pipeline conditions or practices that pose an imminent hazard to life, property, or the environment. The safety enhancement requirements and other provisions of the 2011 Pipeline Safety Act as they applyfurther amended by the 2016 Pipeline Safety Act as well as any implementation of PHMSA rules thereunder or any issuance or reinterpretation of guidance by PHMSA or any state agencies with respect thereto could require ETP to existing regulated operatorsinstall new or modified safety controls, pursue additional capital projects, or conduct maintenance programs on an accelerated basis, any or all of which tasks could result in ETP incurring increased operating costs that could be significant and to currently exempt operators should certain exemptions be removed.have a material adverse effect on ETP’s results of operations or financial condition.
ETP’s business involves the generation, handling and Regency’s businesses involvedisposal of hazardous substances, hydrocarbons and wastes, which activities are subject to environmental and worker health and safety laws and regulations that may be adversely affected by environmental regulation.cause ETP to incur significant costs and liabilities.
ETP’s and Regency’s operations are subject to stringent federal, tribal, state and local laws and regulations governing the discharge of materials into the environment, worker health and safety and protection of the environment. These laws and regulations may require the acquisition of permits for ETP’s and Regency’s operations, result in capital expenditures to manage, limit, or prevent emissions, discharges or releases of various materials from ETP’s and Regency’s pipelines, plants and facilities, impose specific health and safety standards addressing worker protection, and impose substantial liabilities for pollution resulting from ETP’s and Regency’s operations. Several governmental authorities, such as the EPA and analogous state agencies have the power to enforce compliance with these laws and regulations and the permits issued under them and frequently mandate difficult and costly remediation measures and other actions. Failure to comply with these laws, regulations and permits may result in the assessment of significant administrative, civil and criminal penalties, the imposition of investigatory remedial and corrective obligations, the occurrence of delays in permitting and performance of projects, and the issuance of injunctive relief. Certain environmental laws impose strict, joint and several liability for costs required to clean up and restore sites where hazardous substances, hydrocarbons or wastes have been disposed or released, even under circumstances where the substances, hydrocarbons or wastes have been released by a predecessor operator. Moreover, it is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property and natural resource damage allegedly caused by noise, odor or the release of hazardous substances, hydrocarbons or wastes into the environment.
ETP and Regency may incur substantial environmental costs and liabilities because of the underlying risk inherent toarising out of its operations. Although we have established financial reserves for our estimated environmental remediation liabilities, additional contamination or conditions may be discovered, resulting in increased remediation costs, liabilities foror natural resource damages that could substantially increase our costs for site remediation projects. Accordingly, we cannot assure you that our current reserves are adequate to cover all future liabilities, even for currently known contamination.
Changes in environmental laws and regulations occur frequently, and any such changes that result in significantly more stringent and costly waste handling, emission standards, or storage, transport, disposal or remediation requirements could have a material adverse effect on ETP’s and Regency’sour operations or financial position. For example, in October 2015, the EPA published a final rule under the 2008 loweredClean Air Act, lowering the federalNAAQS for ground-level ozone standard from 0.08 ppm to 0.075 ppm, requiring70 parts per billion for the environmental agencies8-hour primary and secondary ozone standards. Compliance with this final rule or any other new regulations could, among other things, require installation of new emission

controls on some of our equipment, result in stateslonger permitting timelines or new restrictions or prohibitions with areas that do not currently meet this standardrespect to adopt new rules to further reduce NOxpermits or projects, and other ozone precursor emissions. ETPsignificantly increase our capital expenditures and Regencyoperating costs, which could adversely impact our business. Historically, we have previously been able to satisfy the more stringent NOxnitrogen oxide emission reduction requirements that affect itsour compressor units in ozone non-attainment areas at reasonable cost, but there is no assurance that ETP and Regencywe will not incur material costs in the future to meet the new, more stringent ozone standard.
Product liability claims and litigation could adversely affect our business and results of operations.
Product liability is a significant commercial risk. Substantial damage awards have been made in certain jurisdictions against manufacturers and resellers based upon claims for injuries caused by the use of or exposure to various products. There can be no

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assurance that product liability claims against us would not have a material adverse effect on our business or results of operations.
Along with other refiners, manufacturers and sellers of gasoline, Sunoco, Inc. is a defendant in numerous lawsuits that allege methyl tertiary butyl ether (“MTBE”) contamination in groundwater. Plaintiffs, who include water purveyors and municipalities responsible for supplying drinking water and private well owners, are seeking compensatory damages (and in some cases injunctive relief, punitive damages and attorneys’ fees) for claims relating to the alleged manufacture and distribution of a defective product (MTBE-containing gasoline) that contaminates groundwater, and general allegations of product liability, nuisance, trespass, negligence, violation of environmental laws and deceptive business practices. There has been insufficient information developed about the plaintiffs’ legal theories or the facts that would be relevant to an analysis of the ultimate liability to Sunoco.Sunoco, Inc. These allegations or other product liability claims against Sunoco, Inc. could have a material adverse effect on our business or results of operations.
The adoption of climateClimate change legislation or regulations restricting emissions of greenhouse gases“greenhouse gases” could result in increased operating costs and reduced demand for the services we provide.
In December 2009,Climate change continues to attract considerable public and scientific attention. As a result, numerous proposals have been made and are likely to continue to be made at the EPA published its findings thatinternational, national, regional and state levels of government to monitor and limit emissions of GHGs. These efforts have included consideration of cap-and-trade programs, carbon dioxide, methanetaxes and other greenhouse gases present an endangermentGHG reporting and tracking programs, and regulations that directly limit GHG emissions from certain sources. At the federal level, no comprehensive climate change legislation has been implemented to public health and the environment because emissions of such gases are, according to the EPA, contributing to warming of the earth’s atmosphere and other climatic changes. Based on these findings, thedate. The EPA has, however, adopted rules under authority of the Clean Air Act that, among other things, establish PSD construction and Title V operating permit reviews for GHG emissions from certain large stationary sources that are also potential major sources of certain principal, or criteria, pollutant emissions, which reviews could require securing PSD permits at covered facilities emitting greenhouse gasesGHGs and meeting “best"best available control technology”technology" standards for those greenhouse gasGHG emissions. In addition, the EPA has adopted rules requiring the monitoring and annual reporting of greenhouse gasGHG emissions from specified onshorecertain petroleum and offshore production facilities andnatural gas system sources in the U.S., including, among others, onshore processing, transmission, storage and storagedistribution facilities. In October 2015, the EPA amended and expanded the GHG reporting requirements to all segments of the oil and natural gas industry, including gathering and boosting facilities and blowdowns of natural gas transmission pipelines.
Federal agencies also have begun directly regulating emissions of methane, a GHG, from oil and natural gas operations. In June 2016, the EPA published NSPS Subpart OOOOa standards that require certain new, modified or reconstructed facilities in the oil and natural gas sector to reduce these methane gas and volatile organic compound emissions. These Subpart OOOOa standards will expand previously issued NSPS Subpart OOOO standards by using certain equipment-specific emissions control practices, requiring additional controls for pneumatic controllers and pumps as well as compressors, and imposing leak detection and repair requirements for natural gas compressor and booster stations. Moreover, in November 2016, the EPA began seeking information about methane emissions from facilities and operators in the oil and natural gas industry that could be used to develop Existing Source Performance Standards. Additionally, in December 2015, the United States joined the international community at the 21st Conference of the Parties of the United Nations Framework Convention on Climate Change in Paris, France preparing an annual basis,agreement requiring member countries to review and “represent a progression” in their intended nationally determined contributions, which include certain of our operations. While Congress has from timeset GHG emission reduction goals every five years beginning in 2020. This “Paris agreement” was signed by the United States in April 2016 and entered into force in November 2016; however, this agreement does not create any binding obligations for nations to time considered adopting legislationlimit their GHG emissions, but rather includes pledges to voluntarily limit or reduce emissions of greenhouse gases, there has not been significant activity in the form of adopted legislation. In the absence of such federal climate legislation, a number of state and regional efforts have emerged that are aimed at tracking and/or reducing greenhouse gas emissions by means of cap and trade programs.future emissions. The adoption and implementation of any international, federal or state legislation or regulations that requiresrequire reporting of greenhouse gasesGHGs or otherwise restrictsrestrict emissions of greenhouse gases from our equipmentGHGs could result in increased compliance costs or additional operating restrictions, and operations could require us to incur significant added costs to reduce emissions of greenhouse gases or could adversely affecthave a material adverse effect on ETP’s business, financial condition, demand for the natural gasETP’s services, results of operations, and NGLs we gather and process or fractionate. Moreover, if Congress undertakes comprehensive tax reformcash flows. Finally, some scientists have concluded that increasing concentrations of GHG in the coming year, it is possibleatmosphere may produce climate changes that have significant physical effects, such reform may include a carbon tax, whichas increased frequency and severity of storms, droughts, and floods and other climate events that could impose additional direct costs on operations and reduce demand for refined products, which could adversely affect the services we provide.have an adverse effect ETP’s our assets.

The adoption of the Dodd-Frank Act could have an adverse effect on our ability to use derivative instruments to reduce the effect of commodity price, interest rate and other risks associated with our business, resulting in our operations becoming more volatile and our cash flows less predictable.
Congress has adopted the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"“Dodd-Frank Act”), a comprehensive financial reform legislation that establishes federal oversight and regulation of the over-the-counter derivatives market and entities, such as us, that participate in that market. This legislation was signed into law by President Obama on July 21, 2010 and requires the CFTC,Commodities Futures Training Commission (“CFTC”), the SEC and other regulators to promulgate rules and regulations implementing the new legislation. While certain regulations have been promulgated and are already in effect, the rulemaking and implementation process is still ongoing, and we cannot yet predict the ultimate effect of the rules and regulations on our business.
The Dodd-Frank Act expanded the types of entities that are required to register with the CFTC and the SEC as a result of their activities in the derivatives markets or otherwise become specifically qualified to enter into derivatives contracts. We will be required to assess our activities in the derivatives markets, and to monitor such activities on an ongoing basis, to ascertain and to identify any potential change in our regulatory status.
Reporting and recordkeeping requirements also could significantly increase operating costs and expose us to penalties for non-compliance. Certain CFTC recordkeeping requirements became effective on October 14, 2010,non-compliance, and additional recordkeeping requirements will be phased in through April 2013. Beginning on December 31, 2012, certain CFTC reporting rules became effective, and additional reporting requirements will be phased in through April 2013. These additional recordkeeping and reporting requirements may require additional compliance resources. Added public transparency as a result of the reporting rules may also have a negative effect on market liquidity which could also negatively impact commodity prices and our ability to hedge.
TheIn October 2011, the CFTC has also issued regulations to set position limits for certain futures and option contracts in the major energy markets and for swaps that are their economic equivalents. TheHowever, in September 2012, the CFTC’s position limits rules were to become effective on October 12, 2012, but a United Statesvacated by the U.S. District Court vacatedfor the District of Columbia. In November 2013, the CFTC proposed new rules that would place limits on positions in certain core futures and remanded theequivalent swaps contracts for or linked to certain physical commodities, subject to exceptions for certain bona fide hedging transactions. As these new position limits rules to the CFTC. The CFTC has appealed that ruling and it is uncertain at this time whether, when, and to what extent the CFTC’s position limits rules will become effective.

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The new regulations may also require us to comply with certain margin requirements for our over-the counter derivative contracts with certain CFTC- or SEC-registered entities that could require us to enter into credit support documentation and/or post significant amounts of cash collateral, which could adversely affect our liquidity and ability to use derivatives to hedge our commercial price risk; however, the proposed marginlimit rules are not yet final, and therefore the applicationimpact of those provisions toon us is uncertain at this time. The financial reform legislation may also require the counterparties to our derivative instruments to spin off some of their derivatives activities to a separate entity, which may not be as creditworthy as the current counterparty.
The new legislation also requires that certain derivative instruments be centrally cleared and executed through an exchange or other approved trading platform. Mandatory exchange trading and clearing requirements could result in increased costs in the form of additional margin requirements imposed by clearing organizations. On December 13, 2012, the CFTC published final rules regarding mandatory clearing ofhas designated certain interest rate swaps and certain index credit default swaps for mandatory clearing and setting compliance datesexchange trading. The associated rules require us, in connection with covered derivative activities, to comply with such requirements or take steps to qualify for different categories of market participants, the earliest of which was March 11, 2013. The CFTC has not yet proposed any rules requiring the clearing of any other classes of swaps, including physical commodity swaps. Although there may be an exceptionexemption to the mandatory exchange trading and clearing requirement that applies to our trading activities, wesuch requirements. We must obtain approval from the board of directors of our General Partner and make certain filings in order to rely on this exception. In addition,the end-user exception from the mandatory clearing requirements applicablefor swaps entered into to hedge our commercial risks. The application of mandatory clearing and trade execution requirements to other market participants, such as swap dealers, may change the cost and availability of the swaps that we use for hedging. The CFTC has not yet proposed rules designating any other classes of swaps, including physical commodity swaps, for mandatory clearing and exchange trading.
In addition, the Dodd-Frank Act requires that regulators establish margin rules for uncleared swaps. The application of such requirements to other market participants, such as swap dealers, may change the cost and availability of the swaps we use for hedging. If any of our swaps do not qualify for the commercial end-user exception, posting of collateral could impact our liquidity and reduce cash available to us for capital expenditures, reducing our ability to execute hedges to reduce risk and protect cash flow.
Rules promulgated under the Dodd-Frank Act further defined forwards as well as instances where forwards may become swaps. Because the CFTC rules, interpretations, no-action letters, and case law are still developing, it is possible that some arrangements that previously qualified as forwards or energy service contracts may fall in the regulatory category of swaps or options. In addition, the CFTC’s rules applicable to trade options may further impose burdens on our ability to conduct our traditional hedging operations and could become subject to CFTC investigations in the future.
The new legislation and any new regulations could significantly increase the cost of derivative contracts, (including through restrictions on the types of collateral we are required to post), materially alter the terms of derivative contracts, reduce the availability of derivatives to protect against risks we encounter, or reduce our ability to monetize or restructure existing derivative contracts, and increase our exposure to less creditworthy counterparties.contracts. If we reduce our use of derivatives as a result of the legislation and regulations, our results of operations may become more volatile and our cash flows may be less predictable. Finally, if we fail to comply with applicable laws, rules or regulations, we may be subject to fines, cease-and-desist orders, civil and criminal penalties or other sanctions.
A natural disaster, catastrophe or other event could result in severe personal injury, property damage and environmental damage, which could curtail ETP’s and Regency’s operations and otherwise materially adversely affect their cash flow.
Some of ETP’s and Regency’s operations involve risks of personal injury, property damage and environmental damage, which could curtail its operations and otherwise materially adversely affect its cash flow. For example, natural gas facilities operate at high pressures, sometimes in excess of 1,100 pounds per square inch. Virtually all of ETP’s and Regency’s operations are exposed to potential natural disasters, including hurricanes, tornadoes, storms, floods and/or earthquakes.

If one or more facilities that are owned by ETP or Regency or that deliver natural gas or other products to ETP or Regency are damaged by severe weather or any other disaster, accident, catastrophe or event, ETP’s or Regency’s operations could be significantly interrupted. Similar interruptions could result from damage to production or other facilities that supply ETP’s or Regency’s facilities or other stoppages arising from factors beyond its control. These interruptions might involve significant damage to people, property or the environment, and repairs might take from a week or less for a minor incident to six months or more for a major interruption. Any event that interrupts the revenues generated by ETP’s or Regency’s operations, or which causes it to make significant expenditures not covered by insurance, could reduce ETP’s or Regency’s cash available for paying distributions to its Unitholders, including us.
As a result of market conditions, premiums and deductibles for certain insurance policies can increase substantially, and in some instances, certain insurance may become unavailable or available only for reduced amounts of coverage. As a result, ETP and Regency may not be able to renew existing insurance policies or procure other desirable insurance on commercially reasonable terms, if at all. If ETP or Regency were to incur a significant liability for which it was not fully insured, it could have a material adverse effect on ETP’s or Regency’s financial position and results of operations, as applicable. In addition, the proceeds of any such insurance may not be paid in a timely manner and may be insufficient if such an event were to occur.
Terrorist attacks aimed at our facilities could adversely affect its business, results of operations, cash flows and financial condition.
The United States government has issued warnings that energy assets, including the nation’s pipeline infrastructure, may be the future target of terrorist organizations. Some of our facilities are subject to standards and procedures required by the Chemical

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Facility Anti-Terrorism Standards. We believe we are in compliance with all material requirements; however, such compliance may not prevent a terrorist attack from causing material damage to our facilities or pipelines. Any such terrorist attack on ETP’s or Regency’s facilities or pipelines, those of their customers, or in some cases, those of other pipelines could have a material adverse effect on ETP’s or Regency’s business, financial condition and results of operations.
Cybersecurity breachesAdditional deepwater drilling laws and regulations, delays in the processing and approval of drilling permits and exploration and oil spill-response plans, and other disruptions could compromise our information and expose us to liability, which would causerelated restrictions arising after the Deepwater Horizon incident in the Gulf of Mexico may have a material adverse effect on our business, and reputation to suffer.financial condition, or results of operations.
In recent years, the ordinary coursefederal Bureau of our business, we collect and store sensitive data, including intellectual property, our proprietary business information and that of our customers, suppliers and business partners, and personal identification information of our employees, in our data centers and on our networks. The secure processing, maintenance and transmission of this information is critical to our operations and business strategy. Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions. Any such breach could compromise our networksOcean Energy Management (“BOEM”) and the information stored there couldfederal Bureau of Safety and Environmental Enforcement (“BSEE”), each agencies of the U.S. Department of the Interior, have imposed more stringent permitting procedures and regulatory safety and performance requirements for new wells to be accessed, publicly disclosed, lostdrilled in federal waters. Compliance with these more stringent regulatory requirements and with existing environmental and oil spill regulations, together with any uncertainties or stolen. Any such access, disclosureinconsistencies in decisions and rulings by governmental agencies, delays in the processing and approval of drilling permits or other loss of informationexploration, development, oil spill-response and decommissioning plans, and possible additional regulatory initiatives could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, regulatory penalties, disruption of our operations, damage to our reputation,difficult and cause a loss of confidence in our productsmore costly actions and services, which could adversely affect our business.or delay new drilling and ongoing development efforts.
ETP has an equity investmentIn addition, new regulatory initiatives may be adopted or enforced by the BOEM or the BSEE in AmeriGas and the value of this investment, and the cash distributions ETP expects to receive from this investment, are subject to the risks encountered by AmeriGasfuture that could result in additional costs, delays, restrictions, or obligations with respect to its business.
As of December 31, 2013, ETP owned approximately 22.1 million AmeriGas common units and, as a result of a sale of approximately 9.2 million AmeriGas common units in January 2014, ETP owned 12.9 million AmeriGas common units as of January 31, 2014. The value of ETP’s investment in AmeriGas common units and the cash distributions it expects to receive on a quarterly basis with respect to these common units, are subject to the risks encountered by AmeriGas with respect to its business, including the following:
adverse weather condition resulting in reduced demand;
cost volatility and availability of propane, and the capacity to transport propane to its customers;
the availability of, and its ability to consummate, acquisition or combination opportunities;
successful integration and future performance of acquired assets or businesses;
changes in laws and regulations, including safety, tax, consumer protection and accounting matters;
competitive pressures from the same and alternative energy sources;
failure to acquire new customers and retain current customers thereby reducing or limiting any increase in revenues;
liability for environmental claims;
increased customer conservation measures due to high energy prices and improvements in energy efficiency and technology resulting in reduced demand;
adverse labor relations;
large customer, counter-party or supplier defaults;
liability in excess of insurance coverage for personal injury and property damage arising from explosions and other catastrophic events, including acts of terrorism, resulting from operating hazards and risks incidental to transporting, storing and distributing propane, butane and ammonia;
political, regulatory and economic conditions in the United States and foreign countries;
capital market conditions, including reduced access to capital markets and interest rate fluctuations;
changes in commodity market prices resulting in significantly higher cash collateral requirements;
the impact of pending and future legal proceedings;
the timing and success of its acquisitions and investments to grow its business; and
its ability to successfully integrate acquired businesses and achieve anticipated synergies.

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More stringent regulatory initiatives in the U.S. Gulf of Mexico in the aftermath of the Macondo well oil spill may result in increased costs and delays in offshore oil and natural gas exploration and production operations which costsconducted offshore by certain of ETP’s customers. For example, in April 2016, the BOEM published a proposed rule that would update existing air-emissions requirements relating to offshore oil and delays could significantly decreasenatural-gas activity on federal Outer Continental Shelf waters. In addition, in September 2016, the volume of our business and haveBOEM issued a material adverse effect on our results of operations, financial position and liquidity.
In response to an April 2010 fire and explosion aboard the Deepwater Horizon drilling rig and resulting oil spill from the Macondo well operated by a third party in ultra-deep water in the U.S. Gulf of Mexico, federal authorities have pursued a series of regulatory initiatives to address the direct impact of that incident and to prevent similar incidents in the future. Beginning in 2010 and continuing through 2013, the federal government, acting through the U.S. Department of the Interior, or DOI, and its implementing agencies that have since evolved into the present day Bureau of Ocean Energy Management and Bureau of Safety and Environmental Enforcement has issued various rules, NoticesNotice to Lessees and Operators that would bolster supplemental bonding procedures for the decommissioning of offshore wells, platforms, pipelines, and temporary drilling moratoria that impose or result in added environmental and safety measures upon exploration, development and production operators in the U.S. Gulf of Mexico.other facilities. These regulatory actions, or any new rules, regulations, or legal initiatives may serve to effectively slow downcould delay or disrupt our customers operations, increase the pacerisk of drilling and production operations in the U.S. Gulf of Mexicoexpired leases due to adjustments in operating procedures and certification practices, increased lead timesthe time required to obtain exploration and production plan reviews, develop drilling applications, and apply for and receive new well permits and thustechnology, result in increased supplemental bonding and costs, for affected operators, some of whom arelimit activities in certain areas, or cause our customers. The increased regulations and cost of drilling operations could result in decreased drilling activity in the areas serviced by us. Furthermore, business decisions by operators notcustomers’ to drill in the areas serviced by us in the future owing to the more rigorous regulatory environmentalincur penalties, or increased costs of operating also could result in a reduction in the future development andshut-in production of natural gas reserves in the vicinity of our facilities, which could adversely affect our business, financial condition results of operations and cash flows.or lease cancellation. Also, if similarmaterial spill events were to occur in the future, in the U.S. Gulf of Mexico in areas where we conduct operations, the United States or other countries could elect to again issue directives to temporarily cease drilling activities offshore and, in any event, may from time to time issue further safety and environmental laws and regulations regarding offshore oil and gas exploration and development,development. The overall costs imposed on ETP’s customers to implement and complete any such spill response activities or any decommissioning obligations could exceed estimated accruals, insurance limits, or supplemental bonding amounts, which could result in the incurrence of additional costs to complete. We cannot predict with any certainty the full impact of any new laws or regulations on ETP’s customers’ drilling operations or on the cost or availability of insurance to cover some or all of the risks associated with such operations. The occurrence of any one or more of these developments could result in decreased demand for ETP’s services, which could have a material adverse effect on our volume ofits business as well as ourits financial position, results of operationsoperation and liquidity.

Our business is subject to federal, state and local laws and regulations that govern the product quality specifications of the petroleum products that we store and transport.
The petroleum products that we store and transport through Sunoco Logistics’ operations are sold by our customers for consumption into the public market. Various federal, state and local agencies have the authority to prescribe specific product quality specifications to commodities sold into the public market. Changes in product quality specifications could reduce our throughput volume, require us to incur additional handling costs or require the expenditure of significant capital. In addition, different product specifications for different markets impact the fungibility of products transported and stored in our pipeline systems and terminal facilities and could require the construction of additional storage to segregate products with different specifications. We may be unable to recover these costs through increased revenues.
In addition, our butane blending services are reliant upon gasoline vapor pressure specifications. Significant changes in such specifications could reduce butane blending opportunities, which would affect our ability to market our butane blending services licenses.service licenses and which would ultimately affect our ability to recover the costs incurred to acquire and integrate our butane blending assets.
Our business could be affected adversely by union disputes and strikes or work stoppages by Southern Union’sPanhandle’s and Sunoco’sSunoco LP’s unionized employees.
As of December 31, 2013,2016, approximately 12%6% of our workforce is covered by a number of collective bargaining agreements with various terms and dates of expirations.expiration. There can be no assurances that Southern UnionPanhandle or Sunoco, Inc. will not experience a work stoppage in the future as a result of labor disagreements. Any work stoppage could, depending on the affected operations and the length of the work stoppage, have a material adverse effect on our business, financial position, results of operations or cash flows.

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Governmental regulations and policies, particularly in the areas of taxation, energy and the environment, have a significant impact on our retail marketing business.
Federally mandated standards for use of renewable biofuels, such as ethanol and biodiesel in the production of refined products, are transforming traditional gasoline and diesel markets in North America. These regulatory mandates present production and logistical challenges for both the petroleum refining and ethanol industries, and may require us to incur additional capital expenditures or expenses particularly in our retail marketing business. We may have to enter into arrangements with other parties to meet our obligations to use advanced biofuels, with potentially uncertain supplies of these new fuels. If we are unable to obtain or maintain sufficient quantities of ethanol to support our blending needs, our sale of ethanol blended gasoline could be interrupted or suspended which could result in lower profits. There also will be compliance costs related to these regulations. We may experience a decrease in demand for refined petroleum products due to new federal requirements for increased fleet mileage per gallon or due to replacement of refined petroleum products by renewable fuels. In addition, tax incentives and other subsidies making renewable fuels more competitive with refined petroleum products may reduce refined petroleum product margins and the ability of refined petroleum products to compete with renewable fuels. A structural expansion of production capacity for such renewable biofuels could lead to significant increases in the overall production, and available supply, of gasoline and diesel in markets that we supply. In addition, a significant shift by consumers to more fuel-efficient vehicles or alternative fuel vehicles (such as ethanol or wider adoption of gas/electric hybrid vehicles), or an increase in vehicle fuel economy, whether as a result of technological advances by manufacturers, legislation mandating or encouraging higher fuel economy or the use of alternative fuel, or otherwise, also could lead to a decrease in demand, and reduced margins, for the refined petroleum products that we market and sell.
It is possible that any, or a combination, of these occurrences could have a material adverse effect on Sunoco’sSunoco, Inc.’s business or results of operations.
We have outsourced various functions related to our retail marketing business to third-party service providers, which decreases our control over the performance of these functions. Disruptions or delays of our third-party outsourcing partners could result in increased costs, or may adversely affect service levels. Fraudulent activity or misuse of proprietary data involving our outsourcing partners could expose us to additional liability.
Sunoco has previously outsourced various functions related to our retail marketing business to third parties and expects to continue this practice with other functions in the future.
While outsourcing arrangements may lower our cost of operations, they also reduce our direct control over the services rendered. It is uncertain what effect such diminished control will have on the quality or quantity of products delivered or services rendered, on our ability to quickly respond to changing market conditions, or on our ability to ensure compliance with all applicable domestic and foreign laws and regulations. We believe that we conduct appropriate due diligence before entering into agreements with our outsourcing partners. We rely on our outsourcing partners to provide services on a timely and effective basis. Although we continuously monitor the performance of these third parties and maintain contingency plans in case they are unable to perform as agreed, we do not ultimately control the performance of our outsourcing partners. Much of our outsourcing takes place in developing countries and, as a result, may be subject to geopolitical uncertainty. The failure of one or more of our third-party outsourcing partners to provide the expected services on a timely basis at the prices we expect, or as required by contract, due to events such as regional economic, business, environmental or political events, information technology system failures, or military actions, could result in significant disruptions and costs to our operations, which could materially adversely affect our business, financial condition, operating results and cash flow.
Our failure to generate significant cost savings from these outsourcing initiatives could adversely affect our profitability and weaken Sunoco’s competitive position. Additionally, if the implementation of our outsourcing initiatives is disruptive to our retail marketing business, we could experience transaction errors, processing inefficiencies, and the loss of sales and customers, which could cause our business and results of operations to suffer.
As a result of these outsourcing initiatives, more third parties are involved in processing our retail marketing information and data. Breaches of security measures or the accidental loss, inadvertent disclosure or unapproved dissemination of proprietary information or sensitive or confidential data about our retail marketing business or our clients, including the potential loss or disclosure of such information or data as a result of fraud or other forms of deception, could expose us to a risk of loss or misuse of this information, result in litigation and potential liability for us, lead to reputational damage to the Sunoco brand, increase our compliance costs, or otherwise harm our business.
Our operations could be disrupted if our information systems fail, causing increased expenses and loss of sales.
Our business is highly dependent on financial, accounting and other data processing systems and other communications and information systems, including our enterprise resource planning tools. We process a large number of transactions on a daily basis and rely upon the proper functioning of computer systems. If a key system was to fail or experience unscheduled downtime for

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any reason, even if only for a short period, our operations and financial results could be affected adversely. Our systems could be damaged or interrupted by a security breach, fire, flood, power loss, telecommunications failure or similar event. We have a formal disaster recovery plan in place, but this plan may not entirely prevent delays or other complications that could arise from an information systems failure. Our business interruption insurance may not compensate us adequately for losses that may occur.
Security
Cybersecurity breaches and other disruptions could compromise our information and operations, and expose us to liability, which would cause our business and reputation to suffer.
In the ordinary course of our business, we collect and store sensitive data, including intellectual property, our proprietary business information and that of our customers, suppliers and business partners, and personally identifiable information of our employees, in our data centers and on our networks. The secure processing, maintenance and transmission of this information is critical to our operations and business strategy. Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions. Any such breach could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, regulatory penalties for divulging shipper information, disruption of our operations, damage to our reputation, and loss of confidence in our products and services, which could adversely affect our business.
Our information technology infrastructure is critical to the efficient operation of our business and essential to our ability to perform day-today operations. Breaches in our information technology infrastructure or physical facilities, or other disruptions, could result in damage to our assets, safety incidents, damage to the environment, potential liability or the loss of contracts, and have a material adverse effect on our operations, financial position and results of operations.
The costs of providing pension and other postretirement health care benefits and related funding requirements are subject to changes in pension fund values, changing demographics and fluctuating actuarial assumptions and may have a material adverse effect on our financial results. In addition, the passage of the Health Care Reform Act in 2010 could significantly increase the cost of providing health care benefits for employees.
Certain of our subsidiaries provide pension plan and other postretirement healthcare benefits to certain of their employees. The costs of providing pension and other postretirement health care benefits and related funding requirements are subject to changes in pension and other postretirement fund values, changing demographics and fluctuating actuarial assumptions that may have a material adverse effect on the Partnership’s future consolidated financial results. In addition, the passage of the Health Care Reform Act of 2010 could significantly increase the cost of health care benefits for our employees. While certain of the costs incurred in providing such pension and other postretirement healthcare benefits are recovered through the rates charged by the Partnership’s regulated businesses, the Partnership’s subsidiaries may not recover all of the costs and those rates are generally not immediately responsive to current market conditions or funding requirements. Additionally, if the current cost recovery mechanisms are changed or eliminated, the impact of these benefits on operating results could significantly increase.
Regency’s contract compression operations depend on particular suppliers and is vulnerable to parts and equipment shortages and price increases, which could have a negative impact on its results of operations.
The principal manufacturers of components for Regency’s natural gas compression equipment include Caterpillar, Inc. for engines, Air-X-Changers for coolers, and Ariel Corporation for compressors and frames. Regency’s reliance on these suppliers involves several risks, including price increases and a potential inability to obtain an adequate supply of required components in a timely manner. Regency also relies primarily on two vendors, Spitzer Industries Corp. and Standard Equipment Corp., to package and assemble its compression units. Regency does not have long-term contracts with these suppliers or packagers, and a partial or complete loss of certain of these sources could have a negative impact on Regency’s results of operations and could damage its customer relationships. In addition, since Regency expects any increase in component prices for compression equipment or packaging costs will be passed on to Regency, a significant increase in their pricing could have a negative impact on Regency’s results of operations.
Mergers among Sunoco Logistics’ customers and competitors could result in lower volumes being shipped on itsour pipelines or products stored in or distributed through itsour terminals, or reduced crude oil marketing margins or volumes.
Mergers between existing customers could provide strong economic incentives for the combined entities to utilize their existing systems instead of Sunoco Logistics’our systems in those markets where the systems compete. As a result, Sunoco Logisticswe could lose some or all of the volumes and associated revenues from these customers and could experience difficulty in replacing those lost volumes and revenues, which could materially and adversely affect our results of operations, financial position, or cash flows.

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A portion of Sunoco Logistics’ generalLCL is dependent on project financing to fund the costs necessary to construct the liquefaction project. If project financing is unavailable to supply the funding necessary to complete the liquefaction project, LCL may not be able to secure alternative funding and administrative services have been outsourced to third-party service providers. Fraudulent activity or misuse of proprietary data involving its outsourcing partners could expose us to additional liability.affirmative FID may not be achieved.
Sunoco Logistics utilizes both affiliate entitiesLCL, an entity whose parent is owned 60% by ETE and third parties40% by ETP, is in the processingprocess of developing a liquefaction project in conjunction with BG Group plc (“BG”) pursuant to a project development agreement entered into in September 2013 and scheduled to expire at the end of February 2017, subject to the parties’ right to mutually extend the term. Pursuant to this agreement, each of LCL and BG are obligated to pay 50% of the development expenses for the liquefaction project, subject to reimbursement by the other party if such party withdraws from the project prior to both parties making a final investment decision (“FID”) to become irrevocably obligated to fully develop the project, subject to certain exceptions. Through December 31, 2016, LCL had incurred $110 million of development costs associated with the liquefaction project that were funded by ETE and ETP, and ETE and ETP have indicated that they intend to provide the funding necessary to complete the current development projects, but they have no obligation to do so. If ETE and ETP are unwilling or unable to provide funding to LCL for their share of the remaining development costs, or if BG is unwilling or unable to provide funding for its informationshare of the remaining development costs, the liquefaction project could be delayed or cancelled.
The liquefaction project is subject to the right of each of LCL and data. BreachesBG to withdraw from the project in its sole discretion at any time prior to an affirmative FID.
The project development agreement provides that either LCL or BG may withdraw from the liquefaction project at any time prior to each party making an affirmative FID. LCL’s determination of its security measures or the accidental loss, inadvertent disclosure or unapproved disseminationwhether to reach an affirmative FID is expected to be based upon a number of proprietary information or sensitive or confidential data about Sunoco Logistics or its customers,factors, including the potential loss or disclosureexpected cost to construct the liquefaction facility, the expected revenue to be generated

by LCL pursuant to the terms of such information or data asthe liquefaction services agreement anticipated to be entered into between LCL and BG in connection with both parties reaching an affirmative FID, and the terms and conditions of the financing for the construction of the liquefaction facility. BG’s determination of whether to reach an affirmative FID is expected be based on a resultnumber of fraud or other formsfactors, including the expected tolling charges it would be required to pay under the terms of deception, could expose Sunoco Logisticsthe liquefaction services agreement, the costs anticipated to be incurred by BG to purchase natural gas for delivery to the liquefaction facility, the costs to transport natural gas to the liquefaction facility, the costs to operate the liquefaction facility and the costs to transport LNG from the liquefaction facility to customers in foreign markets (particularly Europe and Asia) over the expected 25-year term of the liquefaction services agreement. As currently provided, the tolling charges payable to LCL under the liquefaction services agreement are anticipated to be based on a riskrate of loss or misusereturn formula tied to the construction costs for the liquefaction facility, these costs are anticipated to also have a significant bearing with respect to BG’s determination whether to reach an affirmative FID. As these costs fluctuate based on a variety of this information, result in litigationfactors, including supply and potential liability for Sunoco Logistics, lead to reputational damage, increase compliance costs, or otherwise harm its business.
A material decrease in demand or distribution of crude oil available for transport through Sunoco Logistics’ pipelines or terminal facilities could materially and adversely affect our results of operations, financial position, or cash flows.
The volume of crude oil transported through Sunoco Logistics’ crude oil pipelines and terminal facilities depends on the availability of attractively priced crude oil produced or received in the areas serviced by its assets. A period of sustained crude oil price declines could lead to a decline in drilling activity, production and import levels in these areas. Similarly, a period of sustained increases infactors affecting the price of crude oil suppliednatural gas in the United States, supply and demand factors affecting the price of LNG in foreign markets, supply and demand factors affecting the costs for construction services for large infrastructure projects in the United States, and general economic conditions, there can be no assurance that both LCL and BG will reach an affirmative FID to construct the liquefaction facility.
The construction of the liquefaction project remains subject to further approvals and some approvals may be subject to further conditions, review and/or revocation.
While a subsidiary of BG and LCL have received authorization from any of these areas, as comparedthe DOE to alternative sources of crude oil availableexport LNG to Sunoco Logistics’ customers,non-FTA countries, the non-FTA authorization is subject to review, and the DOE may impose additional approval and permit requirements in the future or revoke the non-FTA authorization should the DOE conclude that such export authorization is inconsistent with the public interest. The failure by LCL to timely maintain the approvals necessary to complete and operate the liquefaction project could materially reduce demand for crude oil in these areas. In either case, the volumes of crude oil transported in Sunoco Logistics’ crude oil pipelineshave a material adverse effect on its operations and terminal facilities could decline, and it could likely be difficult to secure alternative sources of attractively priced crude oil supply in a timely fashion or at all. If Sunoco Logistics is unable to replace any significant volume declines with additional volumes from other sources, our results of operations, financial position, or cash flows could be materially and adversely affected.condition.
Tax Risks to Common Unitholders
Our tax treatment depends on our continuing status as a partnership for federal income tax purposes, as well as our not being subject to a material amount of additional entity-level taxation by individual states. If the IRS were to treat us ETP or RegencyETP as a corporation for federal income tax purposes or if we ETP or RegencyETP become subject to a material amount of entity-level taxation for state tax purposes, then our cash available for distribution would be substantially reduced.
The anticipated after-tax economic benefit of an investment in our Common Units depends largely on our being treated as a partnership for federal income tax purposes. We have not requested, and do not plan to request, a ruling from the IRS on this matter. The value of our investments in ETP and Regency depends largely on ETP and Regency being treated as partnershipsa partnership for federal income tax purposes.
Despite the fact that we ETP and RegencyETP are each a limited partnership under Delaware law, we would each be treated as a corporation for federal income tax purposes unless we satisfy a “qualifying income” requirement. Based upon our current operations, we believe we ETP and RegencyETP satisfy the qualifying income requirement. Failing to meet the qualifying income requirement or a change in current law could cause us ETP or RegencyETP to be treated as a corporation for federal income tax purposes or otherwise subject us ETP or RETP to taxation as an entity.
If we ETP or RegencyETP were treated as a corporation, we would pay federal income tax on our taxable income at the corporate tax rate which is currently a maximum of 35%, and we would likely pay additional state income taxes at varying rates. Distributions to Unitholders would generally be taxed again as corporate distributions, and none of our income, gains, losses or deductions would flow through to Unitholders. Because a tax would then be imposed upon us as a corporation, our cash available for distribution to Unitholders would be substantially reduced. Therefore, treatment of us as a corporation would result in a material reduction in the anticipated cash flow and after-tax return to the Unitholders, likely causing a substantial reduction in the value of our Common Units.
At the state level, several states have been evaluating ways to subject partnerships to entity-level taxation through the imposition of state income, franchise, or other forms of taxation. Imposition of a similar tax on us in the jurisdictions in which we operate or in other jurisdictions to which we may expand could substantially reduce our case available for distribution to our Unitholders. Our partnership agreement provides that if a law is enacted or existing law is modified or interpreted in a manner that subjects us to taxation as a corporation or to additional taxation as an entity for federal, state or local income tax purposes, the minimum quarterly distribution amount and the target distribution amounts may be adjusted to reflect the impact of that law on us. At the state level, several states have been evaluating ways to subject partnerships to entity-level taxation through the imposition of state income, franchise, or other forms of taxation. Imposition of a similar tax on us in the jurisdictions in which we operate or in other jurisdictions to which we may expand could substantially reduce our case available for distribution to our unitholders.
The tax treatment of publicly traded partnerships or an investment in ETP or Regency’s common units could be subject to potential legislative, judicial or administrative changes and differing interpretations, possibly on a retroactive basis.
The present U.S. federal income tax treatment of publicly traded partnerships, including us, or an investment in ETP or Regency’sour common units may be modified by administrative, legislative or judicial or administrative changes andor differing interpretations at any time. For

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example, fromFrom time to time, members of Congress propose and consider substantive changes to the existing U.S. federal income tax laws that affect publicly traded partnerships. One suchAlthough there is no current legislative proposal, a prior legislative proposal would have eliminated the qualifying income exception to the treatment of all publicly traded partnerships as corporations upon which we rely for our ETP’s and Regency’s treatment as a partnership for U.S. federal income tax purposes.

In addition, on January 24, 2017, final regulations regarding which activities give rise to qualifying income within the meaning of Section 7704 of the Internal Revenue Code of 1986, as amended (the “Final Regulations”) were published in the Federal Register. The Final Regulations are effective as of January 19, 2017, and apply to taxable years beginning on or after January 19, 2017. We do not believe the Final Regulations affect our ability to be treated as a partnership for U.S. federal income tax purposes.
However, any modification to the U.S. federal income tax laws may be applied retroactively and could make it more difficult or impossible for us to meet the exception for certain publicly traded partnerships to be treated as partnerships for U.S. federal income tax purposes. We are unable to predict whether any of these changes or other proposals will be reintroduced or will ultimately be enacted. Any suchsimilar or future legislative changes could negatively impact the value of an investment in our common units. Any modification to the federal income tax laws and interpretations thereof may or may not be applied retroactively and could make it more difficult or impossible to meet the exception for certain publicly traded partnerships to be treated as partnerships for federal income tax purposes.
The tax treatment of Sunoco Logistics depends on its status as a partnership for federal income tax purposes, as well as its not being subject to a material amount of entity-level taxation by individual states. If the IRS were to treat Sunoco Logistics as a corporation for federal income tax purposes or if it were to become subject to a material amount of entity-level taxation for state tax purposes, it would substantially reduce the amount of cash available for distribution to its unitholders.
The anticipated after-tax economic benefit of our investment in the common units of Sunoco Logistics depends largely on Sunoco Logistics being treated as a partnership for federal income tax purposes. Sunoco Logistics has not requested, and does not plan to request, a ruling from the IRS on this matter. The IRS may adopt positions that differ from the ones Sunoco Logistics has taken. A successful IRS contest of the federal income tax positions Sunoco Logistics takes may impact adversely the market for its common units, and the costs of any IRS contest will reduce Sunoco Logistics’ cash available for distribution to its unitholders. If Sunoco Logistics were to be treated as a corporation for federal income tax purposes, it would pay federal income tax at the corporate tax rate, and likely would pay state income tax at varying rates. Distributions to its unitholders generally would be subject to tax again as corporate distributions. Treatment of Sunoco Logistics as a corporation would result in a material reduction in its anticipated cash flow and after-tax return to its unitholders. Current law may change so as to cause Sunoco Logistics to be treated as a corporation for federal income tax purposes or to otherwise subject it to a material amount of entity-level taxation. States are evaluating ways to subject partnerships to entity level taxation through the imposition of state income, franchise and other forms of taxation. If any states were to impose a tax on Sunoco Logistics, the cash available for distribution to its unitholders would be reduced.
As discussed above, the present federal income tax treatment of publicly traded partnerships, including Sunoco Logistics, or our investment in its common units, may be modified by administrative, legislative or judicial interpretation at any time. Any modification to the federal income tax laws and interpretations thereof may or may not be applied retroactively. Moreover, any such modification could make it more difficult or impossible for Sunoco Logistics to meet the exception which allows publicly traded partnerships that generate qualifying income to be treated as partnerships (rather than corporations) for U.S. federal income tax purposes, affect or cause Sunoco Logistics to change its business activities, or affect the tax consequences of our investment in Sunoco Logistics’ common units. Any such changes could negatively impact the value of our investment in Sunoco Logistics’ common units.
If the IRS contests the federal income tax positions we or our subsidiaries take, the market for our Common Units, ETP Common Units or Regency Common Units may be adversely affected and the costs of any such contest will reduce cash available for distributions to our Unitholders.
Neither we nor our subsidiaries have requested a ruling from IRS with respect to our treatment as partnerships for federal income tax purposes. The IRS may adopt positions that differ from the positions we or our subsidiaries take. It may be necessary to resort to administrative or court proceedings to sustain some or all of the positions we or our subsidiaries take. A court may not agree with some or all of the positions we or our subsidiaries take. Any contest with the IRS may materially and adversely impact the market for our Common Units, ETP’s Common Units or Regency’s Common Units and the prices at which they trade. In addition, the costs of any contest with the IRS will be borne by us or our subsidiaries, and therefore indirectly by us, as a Unitholder and as the owner of the general partner of interests in ETP and Regency, reducing the cash available for distribution to our Unitholders.
Unitholders may be required to pay taxes on their share of our income even if they do not receive any cash distributions from us.
Unitholders will be required to pay any federal income taxes and, in some cases, state and local income taxes on their share of our taxable income even if they receive no cash distributions from us. Unitholders may not receive cash distributions from us equal to their share of our taxable income or even equal to the actual tax liability that results from the taxation of their share of our taxable income.
Tax gain or loss on disposition of our Common Units could be more or less than expected.
If Unitholders sell their Common Units, they will recognize a gain or loss equal to the difference between the amount realized and the tax basis in those Common Units. Because distributions in excess of the Unitholder’s allocable share of our net taxable

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income result in a decrease in the Unitholder’s tax basis in their Common Units, the amount, if any, of such prior excess distributions with respect to the units sold will, in effect, become taxable income to the Unitholder if they sell such units at a price greater than their adjusted tax basis in those units, even if the price received is less than their original cost. Furthermore, a substantial portion of the amount realized, whether or not representing gain, may be taxed as ordinary income due to potential recapture of depreciation deductions and certain other items. In addition, because the amount realized includes a Unitholder’s share of our nonrecourse liabilities, if a Unitholder sells units, the Unitholders may incur a tax liability in excess of the amount of cash received from the sale.
Tax-exempt entities and non-U.S. persons face unique tax issues from owning Common Units that may result in adverse tax consequences to them.
Investment in Common Units by tax-exempt entities, including employee benefit plans and individual retirement accounts (known as IRAs) and non-U.S. persons raises issues unique to them. For example, virtually all of our income allocated to Unitholders who are organizations exempt from federal income tax, including IRAs and other retirement plans, will be “unrelated business taxable income” and will be taxable to them. Allocations and/or distributions to non-U.S. persons will be reduced by withholding taxes, imposed at the highest effective tax rate applicable to non-U.S. persons, and each non-U.S. person will be required to file United States federal and state income tax returns and pay tax on their share of our taxable income. If you are a tax exempt entity or non-U.S. person, you should consult your tax advisor before investing in our common units.
We have subsidiaries that will be treated as corporations for federal income tax purposes and subject to corporate-level income taxes.
Even though we (as a partnership for U.S. federal income tax purposes) are not subject to U.S. federal income tax, some of our operations are currently, and our acquisition of Sunoco and the Holdco restructuring resulted in an increase in the proportion of our operations that are conducted through subsidiaries that are organized as corporations for U.S. federal income tax purposes. The taxable income, if any, of subsidiaries that are treated as corporations for U.S. federal income tax purposes, is subject to corporate-level U.S. federal income taxes, which may reduce the cash available for distribution to us and, in turn, to our unitholders. If the IRS or other state or local jurisdictions were to successfully assert that these corporations have more tax liability than we anticipate or legislation was enacted that increased the corporate tax rate, the cash available for distribution could be further reduced. The income tax return filings positions taken by these corporate subsidiaries require significant judgment, use of estimates, and the interpretation and application of complex tax laws. Significant judgment is also required in assessing the timing and amounts of deductible and taxable items. Despite our belief that the income tax return positions taken by these subsidiaries are fully supportable, certain positions may be successfully challenged by the IRS, state or local jurisdictions.
If the IRS makes audit adjustments to our income tax returns for tax years beginning after December 31, 2017, it (and some states) may assess and collect any taxes (including any applicable penalties and interest) resulting from such audit adjustment directly from us, in which case our cash available for distribution to our Unitholders might be substantially reduced.
Pursuant to the Bipartisan Budget Act of 2015, for tax years beginning after December 31, 2017, if the IRS makes audit adjustments to our income tax returns, it (and some states) may assess and collect any taxes (including any applicable penalties and interest) resulting from such audit adjustment directly from us. To the extent possible under the new rules, our general partner may elect to either pay the taxes (including any applicable penalties and interest) directly to the IRS or, if we are eligible, issue a revised Schedule K-1 to each unitholder with respect to an audited and adjusted return. Although our general partner may elect to have our Unitholders take such audit adjustment into account in accordance with their interests in us during the tax year under audit, there can be no assurance that such election will be practical, permissible or effective in all circumstances. As a result, our current Unitholders may bear some or all of the tax liability resulting from such audit adjustment, even if such Unitholders did not own units in us during the tax year under audit. If, as a result of any such audit adjustment, we are required to make payments of taxes, penalties and interest, our cash available for distribution to our Unitholders might be substantially reduced. These rules are not applicable for tax years beginning on or prior to December 31, 2017.
We treat each purchaser of Common Units as having the same tax benefits without regard to the actual Common Units purchased. The IRS may challenge this treatment, which could result in a Unitholder owing more tax and may adversely affect the value of the Common Units.
Because we cannot match transferors and transferees of Common Units and because of other reasons, we will adopt depreciation, depletion and amortization positions that may not conform to all aspects of existing Treasury Regulations. A successful IRS challenge to those positions could adversely affect the amount of tax benefits available to our Unitholders. It also could affect the timing of these tax benefits or the amount of gain from the sale of Common Units and could have a negative impact on the value of our Common Units or result in audit adjustments to tax returns of our Unitholders. Moreover, because we have subsidiaries that are organized as C corporations for federal income tax purposes owns units in us, a successful IRS challenge could result in this subsidiary having a greater tax liability than we anticipate and, therefore, reduce the cash available for distribution to our partnership and, in turn, to our Unitholders.
We prorate our items of income, gain, loss and deduction between transferors and transferees of our units each month based upon the ownership of our units on the first business day of each month, instead of on the basis of the date a particular unit is transferred. The IRS may challenge this treatment, which couldaspects of our proration method, and if successful, we would be required to change the allocation of items of income, gain, loss and deduction among our Unitholders.
We generally prorate our items of income, gain, loss and deduction between transferors and transferees of our units each month based upon the ownership of our units on the first business day of each month (the “Allocation Date”), instead of on the basis of the date a particular unit is transferred. The useSimilarly, we generally allocate certain deductions for depreciation of this proration method may not be permitted under existing Treasury Regulations. Recently, however,capital additions,

gain or loss realized on a sale or other disposition of our assets and, in the Departmentdiscretion of the Treasury andgeneral partner, any other extraordinary item of income, gain, loss or deduction based upon ownership on the IRS issued proposedAllocation Date. Treasury Regulations that provide a safe harbor pursuant to which a publicly traded partnership may useallow a similar monthly simplifying convention, to allocate tax items among transferor and transferee unitholders. Nonetheless, the proposedbut such regulations do not specifically authorize the useall aspects of the proration method we have adopted. If the IRS were to challenge our proration method, or new Treasury Regulations were issued, we may be required to change the allocation of items of income, gain, loss and deduction among our unitholders.Unitholders.

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A Unitholder whose units are the subject of a securities loan (e.g. a loan to a “short seller”) to cover a short sale of units may be considered as having disposed of those units. If so, the Unitholder would no longer be treated for tax purposes as a partner with respect to those units during the period of the loan and may recognize gain or loss from the disposition.
Because there are no specific rules governing the federal income tax consequences of loaning a partnership interest, a Unitholder whose units are the subject of a securities loan may be considered as having disposed of the loaned units. In that case, the Unitholder may no longer be treated for tax purposes as a partner with respect to those units during the period of the loan and may recognize gain or loss from such disposition. Moreover, during the period of the loan, any of our income, gain, loss or deduction with respect to those units may not be reportable by the Unitholder and any cash distributions received by the Unitholder as to those units could be fully taxable as ordinary income. Unitholders desiring to assure their status as partners and avoid the risk of gain recognition from a loan of their units are urged to modify any applicable brokerage account agreements to prohibit their brokers from borrowing their units.
ETP and RegencySunoco LP have adopted certain valuation methodologies that may result in a shiftdetermining unitholder’s allocations of income, gain, loss and deduction between us and the public Unitholders of ETP and Regency.deduction. The IRS may challenge this treatment, whichthese methods or the resulting allocations, and such a challenge could adversely affect the value of ETP’s or Regency’sand Sunoco LP’s Common Units and our Common Units.
WhenIn determining the items of income, gain, loss and deduction allocable to our, Sunoco LP’s or ETP’s unitholders, we ETP or Regency issue additional units or engage in certain other transactions, we, ETP or Regencymust routinely determine the fair market value of the assets and allocate any unrealized gain or loss attributable to such assets to the capital accounts of ETP’s and Regency’s Unitholders and us.our respective assets. Although ETP and Regencywe may from time to time consult with professional appraisers regarding valuation matters, including the valuation of its assets, ETP and Regencywe make many of the fair market value estimates of their assets themselves using a methodology based on the market value of their Common Unitsour, Sunoco LP’s or ETP’s common units as a means to measure the fair market value of their assets. ETP’s or Regency’s methodology may be viewed as understating the value of ETP’s or Regency’s assets. In that case, there may be a shift of income, gain, loss and deduction between certain ETP or Regency Unitholders and us, which may be unfavorable to such ETP or Regency Unitholders. Moreover, under our current valuation methods, subsequent purchasers of our Common Units may have a greater portion of their Internal Revenue Code Section 743(b) adjustment allocated to ETP’s or Regency’s tangible assets and a lesser portion allocated to ETP’s or Regency’s intangiblerespective assets. The IRS may challenge ETP’s or Regency’sthese valuation methods or our, ETP’s or Regency’s allocation of Section 743(b) adjustment attributable to ETP’s or Regency’s tangible and intangible assets, andthe resulting allocations of income, gain, loss and deduction between us and certain of ETP’s or Regency’s Unitholders.deduction.
A successful IRS challenge to these methods or allocations could adversely affect the amount, character, and timing of taxable income or loss being allocated to our Unitholders, the ETPSunoco LP’s Unitholders or the RegencyETP Unitholders. It also could affect the amount of gain on the sale of Common Units by our Unitholders, ETP’sSunoco LP’s Unitholders or Regency’sETP’s Unitholders and could have a negative impact on the value of our Common Units or those of Sunoco LP and ETP or Regency or result in audit adjustments to the tax returns of our, ETP’sSunoco LP’s or Regency’sETP’s Unitholders without the benefit of additional deductions.
The sale or exchange of 50% or more of our capital and profits interests during any twelve month period will result in the termination of our partnership for federal income tax purposes.
We will be considered to have technically terminated as a partnership for federal income tax purposes if there is a sale or exchange of 50% or more of the total interests in our capital and profits within a twelve-month period. For purposes of determining whether the 50% threshold has been met, multiple sales of the same unit during the applicable twelve-month period will be counted only once. Our technical termination would, among other things, result in the closing of our taxable year for all Unitholders which would require us to file two federal partnership tax returns (and our Unitholders could receive two Schedules K-1 if relief was not available, as described below) for one fiscal year, and could result in a deferral of depreciation deductions allowable in computing our taxable income. In the case of a Unitholder reporting on a taxable year other than a calendar year, the closing of our taxable year may also result in more than twelve months of our taxable income or loss being includable in such Unitholder’s taxable income for the year of termination. A technical termination currently would not affect our classification as a partnership for federal income tax purposes. Wepurposes, but it would beresult in our being treated as a new partnership for tax purposes on the technical termination date, and would be required to make new tax elections and could be subject to penalties if we were unable to determine in a timely manner that a termination occurred. The IRS has recently announced a relief procedure whereby a publicly traded partnership that has technically terminated requests and the IRS grants special relief, among other things, the partnership may be permitted to provide only a single Schedule K-1 to unitholders for the two tax years within the fiscal year in which the termination occurs.

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Unitholders will likely be subject to state and local taxes and return filing requirements in states where they do not live as a result of investing in our Common Units.
In addition to federal income taxes, the Unitholders may be subject to other taxes, including state and local taxes, unincorporated business taxes and estate, inheritance or intangible taxes that are imposed by the various jurisdictions in which we ETP or RegencyETP conduct business or own property now or in the future, even if they do not live in any of those jurisdictions. We currently own property or conduct business in many states, most of which impose an income tax on individuals, corporations and other entities. As we make acquisitions or expand our business, we may control assets or conduct business in additional states that impose a personal

or corporate income tax. Unitholders may be required to file state and local income tax returns and pay state and local income taxes in some or all of the jurisdictions. Further, Unitholders may be subject to penalties for failure to comply with those requirements. It is the responsibility of each Unitholder to file all federal, state and local tax returns.
Risks Related to the Pending MLP Merger
The completion of the MLP Merger is subject to the satisfaction of certain conditions to closing, and the date that the MLP Merger would be consummated is uncertain.
The completion of the MLP Merger is subject to the absence of a material adverse change to the business or results of operation of Sunoco Logistics and ETP, the receipt of necessary regulatory approvals, the approval of the MLP Merger by a majority of the outstanding ETP common units and the satisfaction or waiver of other conditions specified in the merger agreement related to the MLP Merger. In the event those conditions to closing are not satisfied or waived, we would not complete the MLP Merger.
Failure to complete the MLP Merger, or significant delays in completing the MLP Merger, could negatively affect the trading price of our common units and our future business and financial results.
Completion of the MLP Merger is not assured and is subject to risks, including the risks that approval of the merger by ETP’s unitholders or governmental agencies is not obtained or that other closing conditions are not satisfied. If the merger is not completed, or if there are significant delays in completing the merger, it could negatively affect the trading price of Sunoco Logistics’ and ETP’s respective common units and their future business and financial results, and Sunoco Logistics and ETP will be subject to several risks, including the following:
liability for damages under the terms and conditions of the merger agreement;
negative reactions from the financial markets, including declines in the price of Sunoco Logistics’ and ETP’s common units due to the fact that current prices may reflect a market assumption that the merger will be completed; and
the attention of Sunoco Logistics’ and ETP’s management will have been diverted to the merger rather than its own operations and pursuit of other opportunities that could have been beneficial to Sunoco Logistics or ETP.
Sunoco Logistics and ETP may have difficulty attracting, motivating and retaining executives and other employees in light of the merger.
Uncertainty about the effect of the merger on Sunoco Logistics’ and ETP’s respective employees may have an adverse effect on us and the combined organization. This uncertainty may impair Sunoco Logistics’ and ETP’s ability to attract, retain and motivate personnel until the merger is completed. Employee retention may be particularly challenging during the pendency of the merger, as employees may feel uncertain about their future roles with the combined organization. In addition, Sunoco Logistics and ETP may have to provide additional compensation in order to retain employees. If employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to become employees of the combined organization, the ability of Sunoco Logistics and ETP to realize the anticipated benefits of the merger could be reduced. Also, if the MLP merger is not completed, it may be difficult and expensive for Sunoco Logistics and ETP to recruit and hire replacements for such employees.
Sunoco Logistics and ETP are each subject to contractual restrictions while the merger is pending, which could materially and adversely affect their respective business and operations, and, pending the completion of the transaction, our business and operations could be materially and adversely affected.
Under the terms of the merger agreement for the MLP Merger, each of Sunoco Logistics and ETP is subject to certain restrictions on the conduct of business prior to completing the transaction, which may adversely affect its respective ability to execute certain business strategies without first obtaining consent from the other party, including its ability in certain cases to enter into contracts, incur capital expenditures or grow its business. The merger agreement also restricts ETP’s ability to solicit, initiate or encourage alternative acquisition proposals with any third party and may deter a potential acquirer from proposing an alternative transaction or may limit our ability to pursue any such proposal. Such limitations could negatively affect our business and operations prior to the completion of the proposed transaction.
Furthermore, the process of planning to integrate two businesses and organizations for the post-merger period can divert management attention and resources and could ultimately have an adverse effect on us.
In connection with the pending merger, it is possible that some customers, suppliers and other persons with whom ETP has business relationships may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationship as a result of the transaction, which could negatively affect our revenues, earnings and cash flows, as well as the market price of our common units, regardless of whether the transaction is completed.

Sunoco Logistics and ETP will incur substantial transaction-related costs in connection with the merger.
Sunoco Logistics and ETP expects to incur a number of non-recurring merger-related costs associated with completing the merger, combining the operations of the two companies, and achieving desired synergies. These fees and costs will be substantial. Non-recurring transaction costs include, but are not limited to, fees paid to legal, financial and accounting advisors, filing fees and printing costs. Additional unanticipated costs may be incurred in the integration of Sunoco Logistics’ and ETP’s businesses. There can be no assurance that the elimination of certain duplicative costs, as well as the realization of other efficiencies related to the integration of the two businesses, will offset the incremental transaction-related costs over time. Thus, any net benefit may not be achieved in the near term, the long term or at all.
The number of outstanding Sunoco Logistics common units will increase as a result of the merger, which could make it more difficult for Sunoco Logistics to pay the current level of quarterly distributions.
As of February 22, 2017, there were more than 322 million Sunoco Logistics common units outstanding. Sunoco Logistics will issue approximately 827 million common units in connection with the merger. Accordingly, the aggregate dollar amount required to pay the current per unit quarterly distribution on all Sunoco Logistics common units will increase, which could increase the likelihood that Sunoco Logistics will not have sufficient funds to pay the current level of quarterly distributions to all Sunoco Logistics unitholders. Using a $0.52 per Sunoco Logistics common unit distribution (the amount Sunoco Logistics paid with respect to the fourth fiscal quarter of 2016 on February 14, 2017 to holders of record as of February 7, 2017), the aggregate cash distribution paid to Sunoco Logistics unitholders totaled approximately $272 million, including a distribution of $105 million to Sunoco Logistics GP in respect of its general partner interest and ownership of incentive distribution rights. Using the same $0.52 per Sunoco Logistics common unit distribution, the combined pro forma Sunoco Logistics distribution with respect to the fourth fiscal quarter of 2016, had the merger been completed prior to such distribution, would have resulted in total cash distributions of approximately $796 million, including a distribution of $233 million to Sunoco Logistics GP in respect of its general partner interest and incentive distribution rights. Through our ownership of ETP Class H units and a 0.1% interest in Sunoco Logistics’ general partner, we are entitled to receive 90.15% of the cash distributions related to the IDRs of Sunoco Logistics, while ETP is entitled to receive the remaining 9.85% of such cash distributions.

ITEM 1B. UNRESOLVED STAFF COMMENTS
None.

ITEM 2. PROPERTIES
A description of our properties is included in “Item 1. Business.” In addition, we andown office buildings for our subsidiaries own an executive office buildingoffices in Dallas, Texas and office buildings in Newton Square, Pennsylvania and Houston, Corpus Christi and San Antonio, Texas. While we may require additional office space as our business expands, we believe that our existing facilities are adequate to meet our needs for the immediate future, and that additional facilities will be available on commercially reasonable terms as needed.
We believe that we have satisfactory title to or valid rights to use all of our material properties. Although some of our properties are subject to liabilities and leases, liens for taxes not yet due and payable, encumbrances securing payment obligations under non-competition agreements and immaterial encumbrances, easements and restrictions, we do not believe that any such burdens will materially interfere with our continued use of such properties in our business, taken as a whole. In addition, we believe that we have, or are in the process of obtaining, all required material approvals, authorizations, orders, licenses, permits, franchises and consents of, and have obtained or made all required material registrations, qualifications and filings with, the various state and local government and regulatory authorities which relate to ownership of our properties or the operations of our business.
Substantially all of our subsidiaries’ pipelines, which are described in “Item 1. Business” are constructed on rights-of-way granted by the apparent record owners of the property. Lands over which pipeline rights-of-way have been obtained may be subject to prior liens that have not been subordinated to the right-of-way grants. Our subsidiaries have obtained, where necessary, easement agreements from public authorities and railroad companies to cross over or under, or to lay facilities in or along, watercourses, county roads, municipal streets, railroad properties and state highways, as applicable. In some cases, properties on which our subsidiaries’ pipelines were built were purchased in fee. ETP also owns and operates multiple natural gas and NGL storage facilities and owns or leases other processing, treating and conditioning facilities in connection with its midstream operations.

ITEM 3. LEGAL PROCEEDINGS
Sunoco, Inc. and/or Sunoco, Inc. (R&M), along with other refiners, manufacturers and sellers of gasoline, is a defendantare defendants in lawsuits alleging MTBE contamination of groundwater. The plaintiffs typically include water purveyors and municipalities responsible for supplying drinking water and governmental authorities. The plaintiffs are asserting primarily assert product liability claims and additional claims

including nuisance, trespass, negligence, violation of environmental laws and deceptive business practices. The plaintiffs in all of the cases are seekingseek to recover compensatory damages, and in some cases also seek natural resource damages, injunctive relief, punitive damages and attorneys’ fees.
As of December 31, 2013,2016, Sunoco, Inc. is a defendant in sevensix cases, one of which wasincluding cases initiated by the StateStates of New Jersey, Vermont, Pennsylvania, Rhode Island, and two others by the Commonwealth of Puerto Rico with the more recent Puerto Rico action being a companion case alleging damages for additional sites beyond those at issue in the initial Puerto Rico action. SixFour of these cases are venued in a multidistrict litigation (“MDL”) proceeding in a New York federal court. The most recently filedNew Jersey, Puerto Rico, action is expected to be transferred to the MDL. The New JerseyVermont, and Puerto RicoPennsylvania cases assert natural resource damage claims. In addition, Sunoco has received notice from another state that it intends to file an MTBE lawsuit in the near future asserting natural resource damage claims.
Fact discovery has concluded with respect to an initial set of fewer than 2019 sites each that will be the subject of the first trial phase in the New Jersey case and the initial Puerto Rico case. Insufficient information has been developed aboutThe initial set of 19 New Jersey trial sites are now pending before the plaintiffs’ legal theories orUnited States District Judge for the factsDistrict of New Jersey, the Hon. Freda L. Wolfson for the pre-trial and trial phases. Judge Wolfson then referred the case to United States Magistrate Judge for the District of New Jersey, the Hon. Lois H. Goodman. Judge Goodman conducted a status conference with respect to statewide natural resource damage claims to provide an analysisall of the ultimate potential liabilityparties and inquired whether the parties will engage in a global mediation and instructed the parties to exchange possible mediator names. All parties agreed to participate in global settlement discussions in a global mediation forum before Hon. Garrett Brown (Ret.), a Judicial Arbitration Mediation Service mediator. The remaining portion of the New Jersey case remains in the multidistrict litigation. The first mediation session with Judge Brown is scheduled for November 2 through November 3, 2016. In early 2017, Sunoco, Inc. and two other co-defendants reached a settlement in these matters; however, itprinciple with the State of New Jersey, subject to the parties agreeing on the terms and conditions of a Settlement and Release agreement. It is reasonably possible that a loss may be realized.realized in the remaining cases; however, we are unable to estimate the possible loss or range of loss in excess of amounts accrued. Management believes that an adverse determination with respect to one or more of the MTBE cases could have a significant impact on results of operations during the period in which any said adverse determination occurs, but does not believe that any such adverse determination would have a material adverse effect on the Partnership’s consolidated financial position.

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In January 2012, Sunoco Logistics experienced a release on its refined products pipeline in Wellington, Ohio. In connection with this release, the PHMSA issued a Corrective Action Order under which Sunoco Logistics is obligated to follow specific requirements in the investigation of the release and the repaidrepair and reactivation of the pipeline. Sunoco Logistics also entered into an Order on Consent with the EPA regarding the environmental remediation of the release site. All requirements of the Order ofon Consent with the EPA have been fulfilled and the Order has been satisfied and closed. Sunoco Logistics has also received a “No"No Further Action”Action" approval from the Ohio EPA for all soil and groundwater remediation requirements. In May 2016, Sunoco Logistics has not received anya proposed penaltiespenalty from the EPA and U.S. Department of Justice associated with this release, and continues to cooperatework with both PHMSAthe involved parties to bring this matter to closure. The timing and the EPAoutcome of this matter cannot be reasonably determined at this time. However, Sunoco Logistics does not expect there to complete the investigationbe a material impact to its results of the incident and repair of the pipeline.operations, cash flows or financial position.
In 2012, the EPA issued a proposed consent agreement related to the releases that occurred at Sunoco Logistics’ pump station/tank farm in Barbers Hill, Texas and pump station/tank farm located in Cromwell, Oklahoma in 2010 and 2011, respectively. These matters were referred to the U.S. Department of Justice (“DOJ”)DOJ by the EPA. In November 2012, Sunoco Logistics received an initial assessment of $1.4 million associated with these releases. Sunoco Logistics is in discussions with the EPA and the DOJ on this matter and hopes to resolve the issue during 2014.
In September 2013, the Pennsylvania Department of Environmental Protection (“PADEP”) issued a Notice of Violation and proposed penalties in excess of $0.1 million based on alleged violations of various safety regulations relating to the November 2008 products release by Sunoco Pipeline L.P., a subsidiary of Sunoco Logistics, in Murrysville, Pennsylvania. Sunoco Logistics is currently in discussions with the PADEP.issue. The timing or outcome of this matter cannot be reasonably determined at this time. However, we doSunoco Logistics does not expect there to be a material impact to the Partnership’sits results of operations, cash flows or financial position.
In April 2015 and October 2016, the PHMSA issued separate Notices of Probable Violation ("NOPVs") and a Proposed Compliance Order ("PCO") related to Sunoco Logistics’ West Texas Gulf pipeline in connection with repairs being carried out on the pipeline and other administrative and procedural findings. The proposed penalties are in excess of $100,000. Sunoco Logistics does not expect there to be a material impact to its results of operations, cash flows or financial position.
In April 2016, the PHMSA issued a NOPV, PCO and Proposed Civil Penalty related to certain procedures carried out during construction of Sunoco Logistics’ Permian Express 2 pipeline system in Texas.  The proposed penalties are in excess of $100,000. Sunoco Logistics does not expect there to be a material impact to its results of operations, cash flows or financial position.
In June 2016, the PHMSA issued NOPVs and a PCO in connection with alleged violations on Sunoco Logistics’ Texas crude oil pipeline system. The proposed penalties are in excess of $100,000. Sunoco Logistics does not expect there to be a material impact to its results of operations, cash flows or financial position.
In July 2016, the PHMSA issued a NOPV and PCO in connection with inspection and maintenance activities related to a 2013 incident on Sunoco Logistics' crude oil pipeline near Wortham, Texas. The proposed penalties are in excess of $100,000, and Sunoco Logistics is currently in discussions with PHMSA to resolve these matters. The timing or outcome of these matters cannot be reasonably determined at this time, however, Sunoco Logistics does not expect there to be a material impact to its results of operations, cash flows, or financial position.

Additionally, we have received notices of violations and potential fines under various federal, state and local provisions relating to the discharge of materials into the environment or protection of the environment. While we believe that even if any one or more of the environmental proceedings listed belowabove were decided against us, it would not be material to our financial position, results of operations or cash flows, we are required to report environmental governmental proceedings if we reasonably believe that such proceedings will result in monetary sanctions in excess of $0.1 million.
On April 6, 2016, WMB filed a complaint against ETE and LE GP in the Delaware Court of Chancery (the “First Delaware WMB Litigation”). This lawsuit is styled The Williams Companies, Inc. v. Energy Transfer Equity, L.P., C.A. No. 12168-VCG. WMB alleged that Defendants breached the merger agreement between WMB, ETE, and several of ETE’s affiliates (the “Merger Agreement”) by issuing ETE’s Series A Convertible Preferred Units. According to WMB, the issuance of Convertible Units (the “Issuance”) violates various contractual restrictions on ETE’s actions between the execution and closing of the merger. WMB sought, among other things, to (a) rescind the Issuance and (b) invalidate an amendment to ETE’s partnership agreement that was adopted on March 8, 2016 as part of the Issuance.
On May 3, 2016, ETE and LE GP filed an answer and counterclaim in the First Delaware WMB Litigation. The counterclaim asserts in general that WMB materially breached its obligations under the Merger Agreement by (a) blocking ETE’s attempts to complete a public offering of the Convertible Units, including, among other things, by declining to allow WMB’s independent registered public accounting firm to provide the auditor consent required to be included in the registration statement for a public offering and (b) bringing the Texas WMB Litigation against Mr. Warren in the District Court of Dallas County, Texas.
On May 13, 2016, WMB filed a second lawsuit in the Delaware Court of Chancery against ETE and LE GP and added Energy Transfer Corp LP, ETE Corp GP, LLC, and Energy Transfer Equity GP, LLC as additional defendants (the “Second Delaware WMB Litigation”). This lawsuit is styled The Williams Companies, Inc. v. Energy Transfer Equity, L.P., et al., C.A. No. 12337-VCG. In general, WMB alleged that the defendants breached the Merger Agreement by (a) failing to use commercially reasonable efforts to obtain from Latham & Watkins LLP (“Latham”) the delivery of a tax opinion under Section 721 of the Tax Code (“721 Opinion”), a condition precedent to the closing of the merger, and (b) taking actions that allegedly delayed the SEC in declaring the Form S-4 filed in connection with the merger (the “Form S-4”) effective. WMB asked the Court, in general, to (a) issue a declaratory judgment that ETE breached the Merger Agreement, (b) enjoin ETE from terminating the Merger Agreement on the basis that it failed to obtain a 721 Opinion, (c) enjoin ETE from terminating the Merger Agreement on the basis that the transaction failed to close by the outside date, and (d) force ETE to close the merger or take various other affirmative actions. WMB sought to expedite the second lawsuit, and ETE agreed to expedite both Delaware actions.
ETE also filed an answer and counterclaim in the Second Delaware WMB Litigation. In addition to the counterclaims previously asserted, ETE asserted that WMB materially breached the Merger Agreement by, among other things, (a) modifying or qualifying the WMB board of directors’ recommendation to its stockholders regarding the merger, (b) failing to provide material information to ETE for inclusion in the Form S-4 related to the merger necessary to prevent the Form S-4 from being materially misleading, (c) failing to facilitate the financing of the merger, (d) failing to be reasonable with respect to its withholding of its consent to ETE’s offering of Series A Convertible Preferred Units, and (e) failing to use its reasonable best efforts to consummate the merger. ETE sought, among other things, a declaration that it could validly terminate the Merger Agreement after June 28, 2016 in the event that Latham was unable to deliver the 721 Opinion on or prior to June 28, 2016.
After expedited discovery and a two-day trial on June 20 and 21, 2016, the Court ruled in favor of ETE and issued a declaratory judgment that ETE could terminate the merger after June 28, 2016 because of Latham’s inability to provide the required 721 Opinion. The Court also denied WMB’s requests for injunctive relief. WMB filed a notice of appeal to the Supreme Court of Delaware on June 27, 2016. The appeal is styled The Williams Companies, Inc. v. Energy Transfer Equity, L.P., No. 330, 2016.
Williams filed an amended complaint on September 16, 2016. In the amended complaint, Williams abandons its request for injunctive relief, including its request that the Court order the ETE Defendants to consummate the merger. Instead, Williams seeks a $410 million termination fee and additional damages of up to $10 billion based on the purported lost value of the merger consideration. These damages claims are based on the alleged breaches of the Merger Agreement detailed above, as well as new allegations that the ETE Defendants breached an additional representation and warranty in the Merger Agreement.
The ETE Defendants filed amended counterclaims and affirmative defenses on September 23, 2016. In the amended counterclaim, the ETE Defendants seek a $1.48 billion termination fee under the Merger Agreement and additional damages caused by Williams’ misconduct. These damages claims are based on the alleged breaches of the Merger Agreement detailed above, as well as new allegations that Williams breached the Merger Agreement by failing to disclose material information that was required to be disclosed in the Form S-4. On September 29, 2016, Williams filed a motion to dismiss the ETE Defendants’ amended counterclaims and to strike certain of the ETE Defendants’ affirmative defenses. Following briefing by the parties on Williams’ motion, the Delaware Court of Chancery held oral arguments on November 30, 2016. The parties are awaiting the Court’s decision.

On January 11, 2017, the Delaware Supreme Court held oral arguments on Williams’ appeal of the June 2016 trial. The parties are awaiting the Court’s decision.
The parties are currently engaging in discovery in connection with their amended claims and counterclaims.
For a description of legal proceedings, see Note 11 to our consolidated financial statements.
ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.


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PART II

ITEM 5.  MARKET FOR REGISTRANT’S COMMON UNITS, RELATED UNITHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Parent Company
Market Price of and Distributions on Common Units and Related Unitholder Matters
The Parent Company’s common units are listed on the NYSE under the symbol “ETE.” The following table sets forth, for the periods indicated, the high and low sales prices per ETE Common Unit, as reported on the NYSE Composite Tape, and the amount of cash distributions paid per ETE Common Unit for the periods indicated.
Price Range (1)
 
Cash
Distribution (2)
Price Range (1)
 
Cash
Distribution (2)
High Low High Low 
Fiscal Year 2013:     
Fiscal Year 2016:     
Fourth Quarter$42.58
 $32.01
 $0.346
$19.99
 $13.77
 $0.2850
Third Quarter34.20
 29.47
 0.336
19.44
 13.45
 0.2850
Second Quarter31.25
 26.56
 0.328
15.13
 6.40
 0.2850
First Quarter29.54
 23.04
 0.323
14.39
 4.00
 0.2850
          
Fiscal Year 2012:     
Fiscal Year 2015:     
Fourth Quarter$24.10
 $20.86
 $0.318
$25.36
 $10.84
 $0.2850
Third Quarter23.04
 19.96
 0.313
33.05
 18.62
 0.2850
Second Quarter21.56
 17.00
 0.313
35.44
 31.41
 0.2650
First Quarter22.24
 19.43
 0.313
33.08
 24.84
 0.2450

(1) 
Prices and distributions have been adjusted to reflect the effect of the two-for-one splitsplits of ETE Common Units completed on January 27, 2014.in July 2015. See Note 8 to our consolidated financial statements.
(2) 
Distributions are shown in the quarter with respect to which they relate. For each of the indicated quarters for which distributions have been made, an identical per unit cash distribution was paid on any units subordinated to our Common Units outstanding at such time. Please see “Cash Distribution Policy” below for a discussion of our policy regarding the payment of distributions.
For a description of cash distributions paid by ETE dating back to the fourth quarter of 2013, see “Cash Distributions Paid by the Parent Company” in Item 7 below.
Description of Units
As of January 31, 2014,February 17, 2017, there were approximately 138,204255,000 individual common unitholders, which includes common units held in street name. Common units represent limited partner interest in us that entitle the holders to the rights and privileges specified in the Parent Company’s Third Amended and Restated Agreement of Limited Partnership, as amended to date (the “Partnership Agreement”).
As of December 31, 20132016, common units representlimited partners owns an aggregate 99.48%97.7% limited partner interest in us. Our General Partner owns an aggregate 0.25%0.3% General Partner interest in us. Our common units are registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are listed for trading on the NYSE. Each holder of a common unit is entitled to one vote per unit on all matters presented to the limited partners for a vote. In addition, if at any time any person or group (other than our General Partner and its affiliates) owns beneficially 20% or more of all common units, any Common Units owned by that person or group may not be voted on any matter and are not considered to be outstanding when sending notices of a meeting of unitholders (unless otherwise required by law), calculating required votes, determining the presence of a quorum or for other similar purposes under our Partnership Agreement. The common units are entitled to distributions of Available Cash as described below under “Cash Distribution Policy.”
Cash Distribution Policy
General.  The Parent Company will distribute all of its “Available Cash” to its unitholders and its General Partner within 50 days following the end of each fiscal quarter.

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Definition of Available Cash.  Available Cash is defined in the Parent Company’s Partnership Agreement and generally means, with respect to any calendar quarter, all cash on hand at the end of such quarter less the amount of cash reserves that are necessary or appropriate in the reasonable discretion of the General Partner to:
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.
The total amount of distributions declared is reflected in Note 8 to our consolidated financial statements.
Recent Sales of Unregistered Securities
None.

Issuer Purchases of Equity Securities
62None.
Securities Authorized for Issuance Under Equity Compensation Plans

For information on the securities authorized for issuance under ETE’s equity compensation plans, see Item 12.

ITEM 6.  SELECTED FINANCIAL DATA
The selected historical financial data should be read in conjunction with “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical consolidated financial statements and accompanying notes thereto included elsewhere in this report. The amounts in the table below, except per unit data, are in millions.
In 2013, Southern Union disposed of the assets of MGE and NEG. The results of continuing operations of the distribution operations were reflected as income from discontinued operations. In 2012, ETP sold Canyon and the results of continuing operations of Canyon were reflected as discontinued operations.
Years Ended December 31,
Years Ended December 31,2016 2015 2014 2013 2012
Statement of Operations Data:2013 2012 2011 2010 2009         
Total revenues$48,335
 $16,964
 $8,190
 $6,556
 $5,378
$37,504
 $42,126
 $55,691
 $48,335
 $16,964
Operating income1,551
 1,360
 1,237
 1,044
 1,047
1,499
 2,399
 2,470
 1,551
 1,360
Income from continuing operations282
 1,383
 531
 345
 692
41
 1,093
 1,060
 282
 1,383
Basic income from continuing operations per limited partner unit0.33
 0.59
 0.69
 0.44
 0.99
0.94
 1.11
 0.58
 0.17
 0.29
Diluted income from continuing operations per limited partner unit0.33
 0.59
 0.69
 0.44
 0.99
0.92
 1.11
 0.57
 0.17
 0.29
Cash distribution per unit1.33
 1.26
 1.22
 1.08
 1.07
1.14
 1.08
 0.80
 0.67
 0.63
Balance Sheet Data (at period end):                  
Total assets50,330
 48,904
 20,897
 17,379
 12,161
79,011
 71,189
 64,279
 50,330
 48,904
Long-term debt, less current maturities22,562
 21,440
 10,947
 9,346
 7,751
42,608
 36,837
 29,477
 22,562
 21,440
Total equity16,279
 16,350
 7,388
 6,248
 3,220
22,517
 23,598
 22,314
 16,279
 16,350

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(Tabular dollar and unit amounts, except per unit data, are in millions)
Energy Transfer Equity, L.P. is a Delaware limited partnership whose common units are publicly traded on the NYSE under the ticker symbol “ETE.” ETE was formed in September 2002 and completed its initial public offering in February 2006.
The following is a discussion of our historical consolidated financial condition and results of operations, and should be read in conjunction with our historical consolidated financial statements and accompanying notes thereto included in “Item 8. Financial Statements and Supplementary Data” of this report. This discussion includes forward-looking statements that are subject to risk and uncertainties. Actual results may differ substantially from the statements we make in this section due to a number of factors that are discussed in “Item 1A. Risk Factors” of this report.

Unless the context requires otherwise, references to “we,” “us,” “our,” the “Partnership” and “ETE” mean Energy Transfer Equity, L.P. and its consolidated subsidiaries, which include ETP, ETP GP, ETP LLC, Regency, Regency GP, Regency LLC, Panhandle (or Southern Union prior to its merger into Panhandle in January 2014), Sunoco Logistics, Sunoco LogisticsLP, Lake Charles LNG and ETP Holdco. References to the “Parent Company” mean Energy Transfer Equity, L.P. on a stand-alone basis.
OVERVIEW
Energy Transfer Equity, L.P. directly and indirectly owns equity interests in ETP and Regency,Sunoco LP, both publicly traded master limited partnerships engaged in diversified energy-related services.
At December 31, 2013,2016, our interests in ETP and RegencySunoco LP consisted of 100% of the respective general partner interests and IDRs, as well as approximately 2.6 million ETP common units, approximately 81.0 million ETP Class H units and approximately 2.3 million Sunoco LP common units.
We also own 0.1% of the following:
 ETP Regency
Units held by wholly-owned subsidiaries:   
Common units49.6 26.3
ETP Class H units50.2 
Units held by less than wholly-owned subsidiaries:   
Common units 31.4
Regency Class F units 6.3
general partner interests of Sunoco Logistics, while ETP owns the remaining general partner interests and IDRs. Additionally, ETE owns 100 ETP Class I Units, the distributions from which offset a portion of IDR subsidies ETE has previously provided to ETP.
The Parent Company’s principal sources of cash flow are derived from its direct and indirect investments in the limited partner and general partner interests in ETP and Regency,Sunoco LP, both of which are publicly traded master limited partnerships engaged in diversified energy-related services.services, and the Partnership’s ownership of Lake Charles LNG. The Parent Company’s primary cash requirements are for distributions to its partners, general and administrative expenses, debt service requirements and at ETE’s election, capital contributions to ETP and RegencySunoco LP in respect of ETE’s general partner interests in ETP and Regency.Sunoco LP. The Parent Company-only assets and liabilities are not available to satisfy the debts and other obligations of subsidiaries.
In order to fully understand the financial condition and results of operations of the Parent Company on a stand-alone basis, we have included discussions of Parent Company matters apart from those of our consolidated group.
General
Our primary objective is to increase the level of our distributable cash flow to our unitholders over time by pursuing a business strategy that is currently focused on growing our subsidiaries’ natural gas and NGLliquids businesses through, among other things, pursuing certain construction and expansion opportunities relating to our subsidiaries’ existing infrastructure and acquiring certain strategic operations and businesses or assets. The actual amounts of cash that we will have available for distribution will primarily depend on the amount of cash our subsidiaries generate from their operations.
As a result of the Holdco Acquisition in April 2013, ourOur reportable segments were re-evaluated and currently reflect the following reportable segments:are as follows:
Investment in ETP, including the consolidated operations of ETP;
Investment in Regency,Sunoco LP, including the consolidated operations of Regency;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

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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.
Each of the respective general partners of ETP and RegencySunoco LP have separate operating management and boards of directors. We control ETP and RegencySunoco LP through our ownership of their respective general partners.
Recent Developments
SUGS ContributionETE January 2017 Private Placement and ETP Unit Purchase
On April 30, 2013, Southern Union completed its contribution to Regency of all of theIn January 2017, ETE issued and outstanding membership interest in Southern Union Gathering Company, LLC, and its subsidiaries, including SUGS (the “SUGS Contribution”). The consideration paid by Regency in connection with this transaction consisted of (i) the issuance of approximately 31.432.2 million Regency common units to Southern Union, (ii) the issuance of approximately 6.3 million Regency Class F units to Southern Union, (iii) the distribution of $463 million in cash to Southern Union, net of closing adjustments, and (iv) the payment of $30 million in cash to a subsidiary of ETP.
ETP Note Exchange
On June 24, 2013, ETP completed the exchange of approximately $1.09 billion aggregate principal amount of Southern Union’s outstanding senior notes, comprising 77% of the principal amount of the 7.6% Senior Notes due 2024, 89% of the principal amount of the 8.25% Senior Notes due 2029 and 91% of the principal amount of the Junior Subordinated Notes due 2066.  These notes were exchanged for new notes issued by ETP with the same coupon rates and maturity dates.  In conjunction with this transaction, Southern Union entered into intercompany notes payable to ETP, which provide for the reimbursement by Southern Union of ETP’s payments under the newly issued notes.
Sale of AmeriGas Common Units
On July 12, 2013, ETP sold 7.5 million AmeriGas common units for net proceeds of $346 million. Net proceeds from this sale were used to repay borrowings under the ETP Credit Facility. In January 2014, ETP sold 9.2 million AmeriGas common units for net proceeds of $381 million. Net proceeds from these sales were used to repay borrowings under the ETP Credit Facility and for general partnership purposes.
Class H Units
Pursuant to an Exchange and Redemption Agreement previously entered into between ETP, ETE and ETE Holdings, ETP redeemed and cancelled 50.2 million of its Common Units representing limited partner interests (the “Redeemed Units”) owned byin the Partnership to certain institutional investors in a private transaction for gross proceeds of approximately $580 million, which ETE Holdings on October 31, 2013 in exchange for the issuance byused to purchase 15.8 million newly issued ETP to ETE Holdingscommon units.
ETP Series A Preferred Units Redemption
In January 2017, ETP repurchased all of a new class of limited partner interest in ETP (the “Class H Units”), which are generally entitled to (i) allocations of profits, losses and other items from ETP corresponding to 50.05% of the profits, losses, and other items allocated to ETP by Sunoco Partners with respect to the IDRs and general partner interest in Sunoco Logistics held by Sunoco Partners, (ii) distributions from available cash at ETP for each quarter equal to 50.05% of the cash distributed to ETP by Sunoco Partners with respect to the IDRs and general partner interest in Sunoco Logistics held by Sunoco Partners for such quarter and, to the extent not previously distributed to holders of the Class Hits 1.91 million outstanding Series A Preferred Units for any previous quarters and (iii) incremental additional cash distributions in the aggregate amount of $329 million, to be payable by $53 million.

ETP to ETE Holdings over 15 quarters, commencing with the quarter ended September 30, 2013 and ending with the quarter ending March 31, 2017. The incremental cash distributions referred to in clause (iii) of the previous sentence are intended to offset a portion of the IDR subsidies previously granted by ETE toSunoco Logistics Merger
In November 2016, ETP in connection with the Citrus Merger, the Holdco Transaction and the Holdco Acquisition. In connection with the issuance of the Class H Units, ETE and ETP also agreed to certain adjustments to the prior IDR subsidies in order to ensure that the IDR subsidies are fixed amounts for each quarter to which the IDR subsidies are in effect. For a summary of the net IDR subsidy amounts resulting from this transaction, see “Liquidity and Capital Resources — Cash Distributions — Cash Distributions Paid by ETP” below.
LNG Export Project
On August 7, 2013, Lake Charles Exports, LLC, an entity owned by BG LNG Services, LLC and Trunkline LNG Holdings, LLC, received an order from the Department of Energy conditionally granting authorization to export up to 15 million metric tonnes per annum of LNG to non-free trade agreement countries from the existing LNG import terminal owned by Trunkline LNG Company, LLC, which is located in Lake Charles, Louisiana.  Lake Charles Exports, LLC previously received approval to export LNG from the Lake Charles facility to free trade agreement countries on July 22, 2011. In October 2013, Trunkline and BG Group announced their entry into a project development agreement to jointly develop the LNG export project at the existing Trunkline LNG import terminal.

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Sale of Southern Union’s Distribution Operations
In September 2013, Southern Union completed its sale of the assets of MGE for an aggregate purchase price of $975 million, net of customary post-closing adjustments. In December 2013, Southern Union completed its sale of the assets of NEG for cash proceeds of $40 million, subject to customary post-closing adjustments, and the assumption of $20 million of debt.
Regency’s Pending Acquisition of PVR
In October 2013, RegencySunoco Logistics entered into a merger agreement with PVR pursuant to which Regency intends to merge with PVR. Thisproviding for the acquisition of ETP by Sunoco Logistics in a unit-for-unit transaction. Under the terms of the transaction, ETP unitholders will receive 1.5 common units of Sunoco Logistics for each common unit of ETP they own. Under the terms of the merger agreement, Sunoco Logistics’ general partner will be a unit-for-unitmerged with and into ETP GP, with ETP GP surviving as an indirect wholly-owned subsidiary of ETE. The transaction plus a one-time $37 million cash payment to PVR unitholders which represents total consideration of $5.6 billion, including the assumption of net debt of $1.8 billion. The PVR Acquisition is expected to enhance our geographic diversity with a strategic presence in the Marcellus and Utica shales in the Appalachian Basin and the Granite Wash in the Mid-Continent region. The PVR Acquisition is expected to close in late March 2014, subjectApril 2017.
PennTex Acquisition
On November 1, 2016, ETP acquired certain interests in PennTex from various parties for total consideration of approximately $627 million in ETP units and cash. Through this transaction, ETP acquired a controlling financial interest in PennTex, whose assets complement ETP’s existing midstream footprint in northern Louisiana.
Sunoco Logistics’ Vitol Acquisition
In November 2016, Sunoco Logistics completed an acquisition from Vitol, Inc. (“Vitol”) of an integrated crude oil business in West Texas for $760 million plus working capital. The acquisition provides Sunoco Logistics with an approximately 2 million barrel crude oil terminal in Midland, Texas, a crude oil gathering and mainline pipeline system in the Midland Basin, including a significant acreage dedication from an investment-grade Permian producer, and crude oil inventories related to receiptVitol's crude oil purchasing and marketing business in West Texas. The acquisition also included the purchase of a 50% interest in SunVit Pipeline LLC ("SunVit"), which increased Sunoco Logistics' overall ownership of SunVit to 100%. The $769 million purchase price, net of cash received, consisted primarily of net working capital of $13 million largely attributable to inventory and receivables; property, plant and equipment of $286 million primarily related to pipeline and terminalling assets; intangible assets of $313 million attributable to customer relationships; and goodwill of $251 million.
Sunoco Logistics’ Permian Express Partners
In February 2017, Sunoco Logistics formed Permian Express Partners LLC ("PEP"), a strategic joint venture, with ExxonMobil Corp. Sunoco Logistics contributed its Permian Express 1, Permian Express 2 and Permian Longview and Louisiana Access pipelines. ExxonMobil Corp. contributed its Longview to Louisiana and Pegasus pipelines; Hawkins gathering system; an idle pipeline in southern Oklahoma; and its Patoka, Illinois terminal. Sunoco Logistics’ ownership percentage is approximately 85%. Upon commencement of operations on the Bakken Pipeline, Sunoco Logistics will contribute its investment in the project, with a corresponding increase in its ownership percentage in PEP. Sunoco Logistics maintains a controlling financial and voting interest in PEP and is the operator of all of the affirmative voteassets. As such, PEP will be reflected as a consolidated subsidiary of Sunoco Logistics. ExxonMobil Corp.’s interest will be reflected as noncontrolling interest in Sunoco Logistics’ consolidated balance sheet.
Bakken Equity Sale
On August 2, 2016, Bakken Holdings Company LLC, an entity in which ETP indirectly owns a majority60% membership interest and Sunoco Logistics indirectly owns a 40% membership interest, agreed to sell a 49% interest in its wholly-owned subsidiary, Bakken Pipeline Investments LLC, to MarEn Bakken Company LLC, an entity jointly owned by Marathon Petroleum Corporation and Enbridge Energy Partners, L.P. for $2.00 billion in cash. This transaction closed in February 2017. Bakken Pipeline Investments LLC indirectly owns a 75% interest in each of Dakota Access, LLC (“Dakota Access”) and Energy Transfer Crude Oil Company, LLC (“ETCO”). The remaining 25% of each of Dakota Access and ETCO is owned by wholly-owned subsidiaries of Phillips 66. ETP will continue to consolidate Dakota Access and ETCO subsequent to this transaction. Upon closing, ETP and Sunoco Logistics collectively own a 38.25% interest in the Dakota Access Pipeline and Energy Transfer Crude Oil Pipeline projects (collectively, the "Bakken Pipeline"), and MarEn Bakken Company owns 36.75% and Phillips 66 owns 25.00% in the Bakken Pipeline.
Bakken Financing
In August 2016, ETP, Sunoco Logistics and Phillips 66 announced the completion of the PVR common units outstanding at a meeting scheduled to be held on March 20, 2014 and subject to the satisfaction of other customary closing conditions.
Regency’s Pending Acquisition of Eagle Rock’s Midstream Business
In December 2013, Regency entered into an agreement to purchase Eagle Rock’s midstream business for $1.3 billion. This acquisition is expected to complement Regency’s core gathering and processing business and further diversify Regency’s basin exposure in the Texas Panhandle, East Texas and South Texas. The Eagle Rock Midstream Acquisition is expected to close in the second quarter of 2014, subject to receiptproject-level financing of the affirmation vote of a majorityBakken Pipeline. The $2.50 billion credit facility is anticipated to provide substantially all of the remaining capital necessary to complete the projects. As of December 31, 2016, $1.10 billion was outstanding Eagle Rock common units and subject to the satisfaction of other customary closing conditions, including anti-trust clearance under Hart-Scott Rodino Antitrust Improvements Act.
Regency’s Acquisition of Hoover Energy
On February 3, 2014, Regency completed its previously announced acquisition of the midstream assets of Hoover Energy. The consideration paid by Regency in exchange for the acquired Hoover entities was valued at $282 million (subject to customary post-closing adjustments) and consisted of (i) 4.0 million Regency Common Units issued to Hoover Energy and (ii) $184 million in cash. A portion of the consideration is being held in escrow as security for certain indemnification claims. Regency financed the cash portion of the purchase price through borrowings under its revolvingthis credit facility.
ETP’sBayou Bridge
In April 2016, Bayou Bridge Pipeline, LLC (“Bayou Bridge”), a joint venture among ETP, Sunoco Logistics and Phillips 66 Partners LP, began commercial operations on the 30-inch segment of the pipeline from Nederland, Texas to Lake Charles, Louisiana. ETP and Sunoco Logistics each hold a 30% interest in the entity and Sunoco Logistics is the operator of the system.

Sunoco Retail Acquisitionto Sunoco LP
In October 2013, La Grange Acquisition, L.P., an indirectMarch 2016, ETP contributed to Sunoco LP its remaining 68.42% interest in Sunoco, LLC and 100% interest in the legacy Sunoco, Inc. retail business for $2.23 billion. Sunoco LP paid $2.20 billion in cash, including a working capital adjustment and issued 5.7 million Sunoco LP common units to Retail Holdings, a wholly-owned subsidiary of ETP, acquired convenience store operator MACS with a network of approximately 300 company-owned and dealer locations. These operations are reflected in ETP’s retail marketing operations, along with the retail marketing operations owned by Holdco, beginning in the fourth quarter of 2013.
Second Fractionator at Lone Star’s Mont Belvieu Facility
In November 2013, ETP announced that Lone Star has placed in service a second 100,000 barrel-per-day NGL fractionator at its facility in Mont Belvieu, Texas, bringing Lone Star’s total fractionation capacity at Mont Belvieu to 200,000 barrels per day.
ETE Refinancing Activities
In December 2013, ETE completed a tender offer for a portion of its outstanding 7.50% Senior Notes due 2020. In conjunction with the tender offer, ETE completed a comprehensive refinancing of its existing debt, which included the public offering of $450 million aggregate principal amount of its 5.875% Senior Notes due 2024, a new $1 billion term loan facility, and a new $600 million revolving credit facility. In February 2014, ETE increased the capacity on the ETE Revolving Credit Facility to $800 million and expects to utilize the additional capacity to fund the purchase of $400 million of Regency common units in connection with Regency’s pending Eagle Rock acquisition.
Panhandle Merger
On January 10, 2014, Panhandle consummated a merger with Southern Union, the indirect parent of Panhandle, and PEPL Holdings, the sole limited partner of Panhandle, pursuant to which each of Southern Union and PEPL Holdings were merged with and into Panhandle (the “Panhandle Merger”), with Panhandle surviving the Panhandle Merger. In connection with the Panhandle Merger, Panhandle assumed Southern Union’s obligations under its 7.6% Senior Notes due 2024, 8.25% Senior Notes due 2029 and the Junior Subordinated Notes due 2066. At the time of the Panhandle Merger, Southern Union did not have operations of its own, other than its ownership of Panhandle and noncontrolling interest in PEI Power II, LLC, Regency (31.4 million Regency Common Units and 6.3 million Regency Class F Units), and ETP (2.2 million ETP Common Units). In connection with the Panhandle Merger, Panhandle also assumed PEPL Holdings’ guarantee of $600 million of Regency senior notes.

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Trunkline LNG Transaction
On February 19, 2014, ETE and ETP completed the transfer to ETE of Trunkline LNG, the entity that owns a LNG regasification facility in Lake Charles, Louisiana, from ETP in exchange for the redemption by ETP of 18.7 million ETP Common Units held by ETE.Partnership. The transaction was effective as of January 1, 2014.2016. In connection with this transaction, the Partnership deconsolidated the legacy Sunoco, Inc. retail business, including goodwill of $1.29 billion and intangible assets of $294 million. The results of Sunoco, LLC and the legacy Sunoco, Inc. retail business’ operations have not been presented as discontinued operations and Sunoco, Inc.’s retail business assets and liabilities have not been presented as held for sale in the Partnership’s consolidated financial statements.
Results of Operations
Year Ended December 31, 2013 Compared to the Year Ended December 31, 2012
ETP’s contribution of SUGS to Regency on April 30, 2013 was recorded by Regency as a reorganization of entities under common control. Accordingly, Regency retrospectively adjusted its consolidated financial statements to reflect the consolidation of SUGS beginning March 26, 2012 (the date ETE acquired Southern Union, the previous parent of SUGS). Amounts reflected herein for Regency reflect its retrospective consolidation of SUGS.
ETP maintains continuing involvement with SUGS through its affiliation with Regency, including ETP’s investment in Regency common and Class F units received as partial consideration for the SUGS contribution. Accordingly, ETP did not record the results of SUGS as discontinued operations; therefore, the results of ETP included herein reflected consolidation of SUGS from March 26, 2012 through April 30, 2013.
As a result, the results of SUGS for March 26, 2012 through April 30, 2013 are included in segment results for both the investment in ETP and the investment in Regency segments in the “Segment Operating Results” section below and inWe report Segment Adjusted EBITDA for both segments in the consolidated results table below. The resultsas a measure of SUGS during that period are separately eliminated in the consolidated results below in order to reconcile to ETE’s consolidated net income.
segment performance. We define Segment Adjusted EBITDA as earnings before interest, taxes, depreciation, depletion, amortization and other non-cash items, such as non-cash compensation expense, gains and losses on disposals of assets, the allowance for equity funds used during construction, unrealized gains and losses on commodity risk management activities, non-cash impairment charges, losslosses on extinguishmentextinguishments of debt gain on deconsolidation and other non-operating income or expense items. Unrealized gains and losses on commodity risk management activities includesinclude unrealized gains and losses on commodity derivatives and inventory fair value adjustments (excluding lower of cost or market adjustments). Segment Adjusted EBITDA reflects amounts for unconsolidated affiliates based on the Partnership’s proportionate ownership and amounts for less than wholly owned subsidiaries basedownership.
When presented on 100%a consolidated basis, Adjusted EBITDA is a non-GAAP measure. Although we include Segment Adjusted EBITDA in this report, we have not included an analysis of the subsidiaries’ results of operations.

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Consolidated Results
 Years Ended December 31,  
 2013 2012 Change
Segment Adjusted EBITDA:     
Investment in ETP$3,953
 $2,744
 $1,209
Investment in Regency608
 517
 91
Corporate and Other(43) (52) 9
Adjustments and eliminations(151) (104) (47)
Total4,367
 3,105
 1,262
Depreciation and amortization(1,313) (871) (442)
Interest expense, net of interest capitalized(1,221) (1,018) (203)
Bridge loan related fees
 (62) 62
Gain on deconsolidation of Propane Business
 1,057
 (1,057)
Gain on sale of AmeriGas common units87
 
 87
Goodwill impairment(689) 
 (689)
Gains (losses) on interest rate derivatives53
 (19) 72
Non-cash unit-based compensation expense(61) (47) (14)
Unrealized gains on commodity risk management activities48
 10
 38
LIFO valuation adjustments3
 (75) 78
Losses on extinguishments of debt(162) (123) (39)
Adjusted EBITDA related to discontinued operations(76) (99) 23
Adjusted EBITDA related to unconsolidated affiliates(727) (647) (80)
Equity in earnings of unconsolidated affiliates236
 212
 24
Non-operating environmental remediation(168) 
 (168)
Other, net(2) 14
 (16)
Income from continuing operations before income tax expense375
 1,437
 (1,062)
Income tax expense93
 54
 39
Income from continuing operations282
 1,383
 (1,101)
Income (loss) from discontinued operations33
 (109) 142
Net income$315
 $1,274
 $(959)
See the detailed discussionconsolidated measure, Adjusted EBITDA. We have included a total of Segment Adjusted EBITDA for all segments, which is reconciled to the GAAP measure of net income in the Segment Operating Results section below.consolidated results sections that follow.
Based on the following changes in our reportable segments, we have adjusted the presentation of our segment results for the prior years to be consistent with the current year presentation. We previously presented reportable segments for our investments in ETP and Regency. ETP completed its acquisition of Regency in April 2015; therefore, the Investment in ETP segment amounts have been retrospectively adjusted to reflect ETP’s consolidation of Regency for the periods presented. The Investment in Regency is no longer presented as a separate reportable segment.
The year ended December 31, 2012 was impacted by multiple transactions. Additional information has been providedInvestment in “Supplemental Pro Forma Information” below, which provides pro forma information assumingSunoco LP segment reflects the transactions had occurred atresults of Sunoco LP beginning August 29, 2014, the beginning of the period.
Depreciation and Amortization. Depreciation and amortization increased primarily as a result of acquisitions and growth projects including:
depreciation and amortization related to Sunoco Logistics of $265 million in 2013 compared to $63 million from October 5, 2012 through December 31, 2012;
depreciation and amortization related to Sunoco of $113 million in 2013 compared to $32 million from October 5, 2012 through December 31, 2012;
depreciation and amortization related to Southern Union of $189 million in 2013 compared to $179 million from March 26, 2012 through December 31, 2012; and
additional depreciation and amortization recorded from assets placed in service in 2013 and 2012.

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Interest Expense, Net of Interest Capitalized. Interest expense increased primarily due to the following:
interest expense related to Sunoco Logistics of $76 million in 2013 compared to $14 million from October 5, 2012 through December 31, 2012;
interest expense related to Sunoco of $33 million in 2013 compared to $9 million from October 5, 2012 through December 31, 2012;
incremental interest expense due to ETP’s issuance of $1.25 billion of senior notes in January 2013 and $1.5 billion of senior notes in September 2013; and
an increase of $42 million related to Regency primarily due to its issuance of $700 million of senior notes in October 2012, $600 million of senior notes in April 2013 and $400 million of senior notes in September 2013; partially offset by
a reduction of $25 million for the Parent Company primarily related to a $1.1 billion principal paydown of the Parent Company’s $2 billion term loan in April 2013.
Bridge Loan Related Fees. The bridge loan commitment fee recognized during the year ended December 31, 2012 was incurred in connection with the Southern Union Merger. The Parent Company obtained permanent financing for the transaction through a $2 billion senior secured term loan which was funded upon closing of the Southern Union Merger on March 26, 2012.
Gain on Deconsolidation of Propane Business. ETP recognized a gain on deconsolidation related to the contribution of its Propane Business to AmeriGas in January 2012.
Gain on Sale of AmeriGas Common Units. In July 2013, ETP sold 7.5 million of the AmeriGas common unitsdate that ETP originally received in connection withobtained control of Sunoco LP. ETE’s consolidated results reflect the contributionelimination of its Propane Business to AmeriGas in January 2012. ETP recorded a gain based onMACS, Sunoco, LLC, Susser and Sunoco Retail LLC for the sale proceeds in excess of the carrying amount of the units sold.
Goodwill Impairment. In 2013, Trunkline LNG recorded a $689 million goodwill impairment. The decline in the estimated fair value was primarily due to changes related to (i) the structure and capitalization of the planned LNG export project at Trunkline LNG’s Lake Charles facility, (ii) an analysis of current macroeconomic factors, including global natural gas prices and relative spreads, as of the date of our assessment (iii) judgments regarding the prospect of obtaining regulatory approval for a proposed LNG export project and the uncertainty associated with the timing of such approvals, and (iv) changes in assumptions related to potential future revenues from the import facility and the proposed export facility.  An assessment of these factors in the fourth quarter of 2013 led to a conclusion that the estimated fair value of the Trunkline LNG reporting unit was less than its carrying amount. 
Gains (Losses) on Interest Rate Derivatives. Gains on interest rate derivativesperiods during the year ended December 31, 2013 resulted from increases in forward interest rates, which caused our forward-starting swaps to increase in value. These swaps are marked to fair value for accounting purposes with changes in value recorded in earnings each period. Conversely, decreases in forward interest rates resulted in losses on interest rate derivatives during the year ended December 31, 2012.
Unrealized Gains on Commodity Risk Management Activities. See discussion of the unrealized gains on commodity risk management activitiesthose entities were included in the discussionconsolidated results of segment results below.
LIFO Valuation Adjustments. LIFO valuation reserve adjustments were recorded for the inventory associated with Sunoco’s retail marketing operations as a result of commodity price changes between periods.
Losses on Extinguishments of Debt. For the year ended December 31, 2013, the loss on extinguishment of debt was primarily related to ETE’s refinancing transactions completed in December 2013. For the year ended December 31, 2012,both ETP recognized a loss on extinguishment of debt in connection with its repurchase of approximately $750 million in aggregate principal amount of senior notes in January 2012.and Sunoco LP. In addition, Regency recognized a $7 million loss on extinguishment of debtsubsequent to July 2015, ETP holds an equity method investment in connection with its repurchase of senior notes in June 2013Sunoco, LLC (through December 2015) and an $8 million loss in connection with its repurchases of senior notes in May 2012.
Adjusted EBITDA Related to Discontinued Operations. For the year ended December 31, 2013, amounts reflected Southern Union’s distribution operations through the date of sale. Southern Union completed the sales of the assets of MGE in September 2013 and the assets of NEG in December 2013. For the year ended December 31, 2012, amounts reflected the operations of Canyon, which was sold in October 2012, and, for the period from March 26, 2012 to December 31, 2012, Southern Union’s distribution operations. See additional discussion of results in “Segment Operating Results” below.
Adjusted EBITDA Related to Unconsolidated Affiliates and Equity in Earnings of Unconsolidated Affiliates. Amounts reflected primarily include our proportionate share of such amounts related to AmeriGas, FEP, HPC and MEP, as well as Citrus beginning March 26, 2012. See additional discussion of results in “Segment Operating Results” below.

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Non-Operating Environmental Remediation. Non-operating environmental remediation was primarily related to Sunoco’s recognition of environmental obligations related to closed sites.
Other, net. Includes amortization of regulatory assets and other income and expense amounts.
Income Tax Expense. Income tax expense increased primarily due to the acquisitions of Southern Union and Sunoco in 2012, both of which are taxable corporations.

Supplemental Pro Forma Financial Information

The following unaudited pro forma consolidated financial information of ETP has been prepared in accordance with Article 11 of Regulation S-X and reflects the pro forma impacts of the Propane Transaction, Sunoco Merger and Holdco Transaction for the years ended December 31, 2012 and 2011, giving effect that each occurred on January 1, 2011. This unaudited pro forma financial information is provided to supplement the discussion and analysis of the historical financial information and should be read in conjunction with such historical financial information. This unaudited pro forma information is for illustrative purposes only and is not necessarily indicative of the financial results that would have occurred if the Sunoco Merger and Holdco Transaction had been consummated on January 1, 2011.

The following table presents the pro forma financial information for the year ended December 31, 2012:
 ETE Historical 
Propane Transaction(a)
 
Sunoco Historical(b)
 
Southern Union Historical(c)
 
Holdco Pro Forma Adjustments(d)
 Pro Forma
REVENUES$16,964
 $(93) $35,258
 $443
 $(12,174) $40,398
COSTS AND EXPENSES:           
Cost of products sold and operating expenses14,204
 (80) 33,142
 302
 (11,193) 36,375
Depreciation and amortization871
 (4) 168
 49
 76
 1,160
Selling, general and administrative529
 (1) 459
 11
 (119) 879
Impairment charges
   124
   (22) 102
Total costs and expenses15,604
 (85) 33,893
 362
 (11,258) 38,516
OPERATING INCOME1,360
 (8) 1,365
 81
 (916) 1,882
OTHER INCOME (EXPENSE):           
Interest expense, net of interest capitalized(1,080) (24) (123) (50) 2
 (1,275)
Equity in earnings of affiliates212
 19
 41
 16
 5
 293
Gain on deconsolidation of Propane Business1,057
 (1,057) 
 
 
 
Gain on formation of Philadelphia Energy Solutions
 
 1,144
 
 (1,144) 
Loss on extinguishment of debt(123) 115
 
 
 
 (8)
Losses on interest rate derivatives(19) 
 
 
 
 (19)
Other, net30
 2
 118
 (2) (2) 146
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAX EXPENSE (BENEFIT)1,437
 (953) 2,545
 45
 (2,055) 1,019
Income tax expense (benefit)54
 
 956
 12
 (871) 151
INCOME FROM CONTINUING OPERATIONS$1,383
 $(953) $1,589
 $33
 $(1,184) $868

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The following table presents the pro forma financial information for the year ended December 31, 2011:
 ETE Historical 
Propane Transaction(a)
 
Sunoco Historical(b)
 
Southern Union Historical(c)
 
Holdco Pro Forma Adjustments(d)
 Pro Forma
REVENUES$8,190
 $(1,427) $45,328
 $1,997
 $(16,528) $37,560
COSTS AND EXPENSES:           
Cost of products sold and operating expenses6,114
 (1,174) 44,119
 1,338
 (16,677) 33,720
Depreciation and amortization586
 (78) 335
 204
 (2) 1,045
Selling, general and administrative253
 (47) 598
 42
 (56) 790
Impairment charges
 
 2,629
 
 (2,569) 60
Total costs and expenses6,953
 (1,299) 47,681
 1,584
 (19,304) 35,615
OPERATING INCOME1,237
 (128) (2,353) 413
 2,776
 1,945
OTHER INCOME (EXPENSE):           
Interest expense, net of interest capitalized(740) (40) (172) (218) 29
 (1,141)
Equity in earnings of affiliates117
 148
 15
 99
 (158) 221
Gains (losses) on non-hedged interest rate derivatives(78) 
 
 
 
 (78)
Impairment charges(5) 
 
 
 
 (5)
Other, net17
 2
 44
 
 (2) 61
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAX EXPENSE (BENEFIT)548
 (18) (2,466) 294
 2,645
 1,003
Income tax expense (benefit)17
 (4) (1,063) 80
 1,070
 100
INCOME FROM CONTINUING OPERATIONS$531
 $(14) $(1,403) $214
 $1,575
 $903

(a) Propane Transaction adjustments reflect the following:
The adjustments reflect the deconsolidation of ETP’s propane operations in connection with the Propane Transaction.
The adjustments reflect the pro forma impacts from the consideration received in connection with the Propane Transaction, including ETP’s receipt of AmeriGas common units and ETP’s use of cash proceeds from the transaction to redeem long-term debt.
The 2012 adjustments include the elimination of (i) the gain recognized by ETP in connection with the deconsolidation of the Propane Business and (ii) ETP’s loss on extinguishment of debt recognized in connection with the use of proceeds to redeem of long-term debt.
(b) Sunoco historical amounts in 2012 include only the period from January 1, 2012 through September 30, 2012.
(c) Southern Union historical amounts in 2012 include only the period from January 1, 2012 through March 25, 2012.
(d) Substantially all of the Holdco pro forma adjustments relate to Sunoco’s exit from its Northeast refining operations and formation of the PES joint venture, except for the following:
The adjustment to depreciation and amortization reflects incremental amounts for estimated fair values recorded in purchase accounting related to Sunoco and Southern Union.
The adjustment to selling, general and administrative expenses includes the elimination of merger-related costs incurred, because such costs would not have a continuing impact on results of operations.
The adjustment to interest expense includes incremental amortization of fair value adjustments to debt recordedinvestment in purchase accounting.
The adjustment toSunoco LP, the equity in earnings of affiliates reflects the reversal of amounts related to Citrus Corp. recordedfrom which are also eliminated in Southern Union’s historical incomeETE’s consolidated financial statements.

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The adjustment to income tax expense includes the pro forma impact resulting from the pro forma adjustments to pre-tax income of Sunoco and Southern Union.
Segment Operating Results
Investment in ETP
 Years Ended December 31,  
 2013 2012 Change
Revenues$46,339
 $15,702
 $30,637
Cost of products sold41,204
 12,266
 28,938
Gross margin5,135
 3,436
 1,699
Unrealized (gains) losses on commodity risk management activities(51) 9
 (60)
Operating expenses, excluding non-cash compensation expense(1,376) (949) (427)
Selling, general and administrative, excluding non-cash compensation expense(448) (406) (42)
Adjusted EBITDA related to discontinued operations76
 99
 (23)
Adjusted EBITDA related to unconsolidated affiliates629
 480
 149
Other, net(12) 75
 (87)
Segment Adjusted EBITDA$3,953
 $2,744
 $1,209
Gross Margin. For the year ended December 31, 2013 compared to the prior year, ETP’s gross margin increased primarily as a result of the net impact of the following:
The year ended December 31, 2013 reflected a full year of operations of Sunoco Logistics and ETP’s retail marketing operations which were acquired October 5, 2012. Gross margin included in our consolidated results related to Sunoco Logistics and ETP’s retail marketing operations increased $761 million and $693 million, respectively, between periods.
Revenues from ETP’s interstate transportation and storage operations increased $200 million primarily as a result of ETP’s consolidation of Southern Union’s transportation and storage operations beginning March 26, 2012.
Gross margin related to ETP’s NGL transportation and services operations increased $183 million as a result of (i) increases in transportation margin as a result of higher volumes transported out of West Texas due to the completion expansion projects and (ii) higher processing and fractionation margin due to the completion of Lone Star’s fractionators in December 2012 and December 2013.
These increases were partially offset by a decrease of $82 million in gross margin related to ETP’s intrastate transportation and storage operations primarily due to the cessation of long-term transportation contracts.
These increases were further offset by a decrease of $10 million in gross margin related to ETP’s midstream operations primarily related to the deconsolidation of SUGS.
Unrealized (Gains) Losses on Commodity Risk Management Activities. Unrealized (gains) losses on commodity risk management activities primarily reflected the net impact from unrealized gains and losses on natural gas storage and non-storage derivatives, as well as fair value adjustments to inventory. The increase in unrealized gains on commodity risk management activities for 2013 compared to 2012 was primarily attributable to natural gas storage inventory and related derivatives.
Operating Expenses, Excluding Non-Cash Compensation Expense. For the year ended December 31, 2013 compared to the prior year, ETP’s operating expense increased primarily as a result of a full year of operations related to Sunoco Logistics and ETP’s retail marketing operations which were acquired on October 5, 2012. Operating expenses included in our consolidated results related to Sunoco Logistics and ETP’s retail marketing operations increased $69 million and $316 million, respectively, between periods. In addition, ETP’s interstate transportation and storage’s operating expenses increased $77 million primarily as a result of ETP’s consolidation of Southern Union. Operating expenses for ETP’s NGL transportation and services operations increased approximately $49 million primarily due to additional expenses from assets being placed in service. These increases were partially offset by decreases in ETP’s operating expenses due to its deconsolidation of certain operations during the periods, including ETP’s retail propane operations in January 2012 and SUGS in April 2013.
Selling, General and Administrative, Excluding Non-Cash Compensation Expense. For the year ended December 31, 2013 compared to the prior year, ETP’s selling, general and administrative expenses increased primarily as a result of a full year of operations related to Sunoco Logistics and ETP’s retail marketing operations which were acquired on October 5, 2012. Selling,

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general and administrative expenses included in our consolidated results related to Sunoco Logistics and ETP’s retail marketing operations increased $78 million and $84 million, respectively, between periods. These increases were partially offset by decreases in ETP’s interstate transportation and storage operations and midstream operations of $65 million and $36 million, respectively, primarily as a result of merger-related expenses recorded in 2012 and cost reduction initiatives in 2013.
Adjusted EBITDA Related to Discontinued Operations. In 2013, amounts reflect Southern Union’s distribution operations through the date of sale. Southern Union completed the sales of the assets of MGE in September 2013 and the assets of NEG in December 2013. In 2012, amounts reflect the operations of Canyon, which was sold in October 2012, and, for the period from March 26, 2012 to December 31, 2012, Southern Union’s distribution operations.
Adjusted EBITDA Related to Unconsolidated Affiliates. ETP’s Adjusted EBITDA related to unconsolidated affiliates for the years ended December 31, 2013 and 2012 consisted of the following:
 Years Ended December 31,  
 2013 2012 Change
AmeriGas$175
 $139
 $36
Citrus296
 228
 68
FEP75
 77
 (2)
Regency66
 
 66
Other17
 36
 (19)
Total Adjusted EBITDA related to unconsolidated affiliates$629
 $480
 $149
Amounts reflected above include a partial period for Citrus and AmeriGas in 2012 and a partial period for Regency in 2013.
Other. Other amounts in 2013 were primarily related to Sunoco’s recognition of environmental obligations related to closed sites. Other amounts in 2012 were primarily related to Sunoco’s LIFO valuation adjustments.
Investment in Regency
 Years Ended December 31,  
 2013 2012 Change
Revenues$2,521
 $2,000
 $521
Cost of products sold1,793
 1,387
 406
Gross margin728
 613
 115
Unrealized (gains) losses on commodity risk management activities9
 (5) 14
Operating expenses, excluding non-cash compensation expense(289) (228) (61)
Selling, general and administrative, excluding non-cash compensation expense(81) (95) 14
Adjusted EBITDA related to unconsolidated affiliates250
 222
 28
Other, net(9) 10
 (19)
Segment Adjusted EBITDA$608
 $517
 $91

Gross Margin. Regency’s gross margin increased for the year ended December 31, 2013 compared to the prior year primarily due to increased volumes in Regency’s South and West Texas gathering and processing operations.
Operating Expenses, Excluding Non-Cash Compensation Expense. Regency’s operating expenses increased primarily due to the consolidation of SUGS beginning March 26, 2012 and increased pipeline and plant operating activity from organic growth.
Selling, General and Administrative, Excluding Non-Cash Compensation Expense. Regency’s selling, general and administrative expenses decreased due to the elimination of the amount allocated to SUGS assets by the previous parent and the decrease in management fees paid to ETE, partially offset by an increase in legal and consulting fees.
Adjusted EBITDA Related to Unconsolidated Affiliates. Regency’s adjusted EBITDA related to unconsolidated affiliates increased $30 million primarily due to the impact from Lone Star.

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Other. Regency’s other decreased primarily as the result of recognition of a one-time producer payment received in March 2012 related to an assignment of certain contracts.
Year Ended December 31, 20122016 Compared to the Year Ended December 31, 2011 (tabular dollar amounts are expressed in millions)2015
Consolidated Results
 Years Ended December 31,  
 2012 2011 Change
Segment Adjusted EBITDA:     
Investment in ETP$2,744
 $1,781
 $963
Investment in Regency517
 420
 97
Corporate and Other(52) (29) (23)
Adjustments and Eliminations(104) (41) (63)
Total3,105
 2,131
 974
Depreciation and amortization(871) (586) (285)
Interest expense, net of interest capitalized(1,018) (740) (278)
Bridge loan related fees(62) 
 (62)
Gain on deconsolidation of Propane Business1,057
 
 1,057
Losses on non-hedged interest rate derivatives(19) (78) 59
Non-cash unit-based compensation expense(47) (42) (5)
Unrealized gains on commodity risk management activities10
 7
 3
LIFO valuation adjustments(75) 
 (75)
Losses on extinguishments of debt(123) 
 (123)
Adjusted EBITDA related to discontinued operations(99) (23) (76)
Adjusted EBITDA related to unconsolidated affiliates(647) (231) (416)
Equity in earnings of unconsolidated affiliates212
 117
 95
Other, net14
 (7) 21
Income from continuing operations before income tax expense1,437
 548
 889
Income tax expense54
 17
 37
Income from continuing operations1,383
 531
 852
Loss from discontinued operations(109) (3) (106)
Net income$1,274
 $528
 $746
 Years Ended December 31,  
 2016 2015 Change
Segment Adjusted EBITDA:     
Investment in ETP$5,605
 $5,714
 $(109)
Investment in Sunoco LP665
 719
 (54)
Investment in Lake Charles LNG179
 196
 (17)
Corporate and other(170) (104) (66)
Adjustments and eliminations(272) (590) 318
Total6,007
 5,935
 72
Depreciation, depletion and amortization(2,359) (2,079) (280)
Interest expense, net of interest capitalized(1,832) (1,643) (189)
Gains on acquisitions83
 
 83
Impairment losses(1,487) (339) (1,148)
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 adjustments273
 (249) 522
Losses on extinguishments of debt
 (43) 43
Impairment of investment in affiliate(308) 
 (308)
Adjusted EBITDA related to unconsolidated affiliates(675) (713) 38
Equity in earnings of unconsolidated affiliates270
 276
 (6)
Other, net70
 22
 48
Income before income tax benefit(176) 993
 (1,169)
Income tax benefit(217) (100) (117)
Net income$41
 $1,093
 $(1,052)
See the detailed discussion of Segment Adjusted EBITDA in the Segment Operating Results section below.
Depreciation, Depletion and Amortization. Depreciation, depletion and amortization increased primarily due to:
depreciation and amortization related to Southern Union of $179 million from March 26, 2012 to December 31, 2012;
depreciation and amortization related to Sunoco Logistics and Sunoco of $63 million and $32 million, respectively, from October 5, 2012 through December 31, 2012; and
additional depreciation and amortization recorded from assets recently placed in service in 2012 and 2011; partially offset by
the deconsolidation of ETP’s Propane Business in January 2012, which had recognized depreciation of $4 million and $82 million for years ended December 31, 2012 and 2011, respectively.service.
Interest Expense, Net of Interest Capitalized. Interest expense increased primarily due to:
interest expense of $130 million recorded by Southern Union from March 26, 2012 through December 31, 2012;

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interest expense related to Sunoco Logistics and Sunoco of $14 million and $9 million, respectively, from October 5, 2012 to December 31, 2012;
incremental interest expense recorded by ETP primarily due to the issuance of $1.5 billion of senior notes in May 2011 and $2.0 billion of notes in January 2012 to fund acquisitions; andfollowing:
an increase of $71$101 million forof 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 Parent Company’s $2.0May 2015 issuance of $1 billion Senior Secured Term Loan whichaggregate 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.
Impairment Losses. In 2016, ETP recorded goodwill impairments of $638 million related to its interstate transportation and storage operations and $32 million related to its midstream operations. These goodwill impairments were primarily due to decreases in projected future revenues and cash flows driven by declines in commodity prices and changes in the markets that these assets serve. Sunoco LP recognized goodwill impairments of $642 million primarily due to changes in assumptions related to projected future revenues and cash flows from the dates the goodwill was usedoriginally recorded. In addition, impairment losses for 2016 also include a $133 million impairment to fundproperty, plant and equipment in ETP’s interstate transportation and storage operations due to a portiondecrease in projected future cash flows as well as a $10 million impairment to property, plant and equipment in ETP’s midstream

operations. In 2016, Sunoco LP recorded intangible asset impairment losses of $32 million related to Laredo Taco Company trade name primarily due to decreases in projected future revenues and cash flows from the date the intangible asset was originally recorded. In 2015, ETP recorded impairments of (i) $99 million related to Transwestern due primarily to the market declines in current and expected future commodity prices in the fourth quarter of 2015, (ii) $106 million related to Lone Star Refinery Services due primarily to changes in assumptions related to potential future revenues as well as the market declines in current and expected future commodity prices, (iii) $110 million of fixed asset impairments related to Lone Star NGL Refinery Services primarily due to the economic obsolescence identified as a result of low utilization and expected decrease in future cash flows, and (iv) $24 million of intangible asset impairments related to Lone Star NGL Refinery Services primarily due to the economic obsolescence identified as a result of expected decrease in future cash flows.
Gains on acquisitions. The Partnership recorded gains of $83 million in connection with recent acquisitions during 2016, including $41 million related to Sunoco Logistics’ acquisition of the cash consideration for the Southern Union Merger; partially offset by
a reduction ofremaining interest due to ETP’s repurchase of $750 million of its senior notes in January 2012.
Gain on Deconsolidation of Propane Business. ETP recognized a gain on deconsolidation related to the contribution of its Propane Business to AmeriGas in January 2012.SunVit.
Losses on Non-Hedged Interest Rate Derivatives. Losses on non-hedgedOur interest rate derivatives decreased due to the recognition of lossesare not designated as hedges for accounting purposes; therefore, changes in 2011 resulting from significant forward rate decreases during 2011.
LIFO Valuation Adjustments. LIFO valuation reserve adjustments were recorded for the inventory associated with Sunoco’s retail marketing operations as a result of commodity price changes subsequent to the inventory being recorded at fair value are recorded in connection with purchase accounting.earnings each period. Losses on interest rate derivatives during the year ended December 31, 2016 and 2015 resulted from decreases in forward interest rates, which caused our forward-starting swaps to decrease in value.
Unrealized Gains (Losses)Losses on Commodity Risk Management Activities. See additional discussion of the unrealized gains (losses) on commodity risk management activities included in the discussion of segment results below.
Losses on Extinguishments of Debt. Inventory Valuation Adjustments.ETP recognized a loss on extinguishment of debt Inventory valuation reserve adjustments were recorded for the year ended December 31, 2012 in connectioninventory associated with its repurchaseSunoco LP and Sunoco Logistics as a result of approximately $750 million in aggregate principal amount of senior notes in January 2012.
Adjusted EBITDA Related to Discontinued Operations. Amounts reflect the operations of Canyon, which was sold in October 2012, and, for the period from March 26, 2012 to December 31, 2012, Southern Union’s distribution operations.commodity price changes between periods.
Adjusted EBITDA Related to Unconsolidated Affiliates and Equity in Earnings of Unconsolidated Affiliates. Amounts reflectedSee additional information in “Supplemental Information on Unconsolidated Affiliates” and “Segment Operation Results” below.
Impairment of Investment in an Unconsolidated Affiliate. In 2016, the Partnership impaired its investment in MEP and recorded a non-cash impairment loss of $308 million based on commercial discussions with current and potential shippers on MEP regarding the outlook for 2012 primarily include our proportionate share of such amounts related to AmeriGas, Citrus, FEP, HPC and MEP. The 2011 amounts primarily represented our proportionate share of such amounts and do not include AmeriGas and Citrus.long-term transportation contract rates.
Other, net. Other, net increased in 20122016 and 2015 primarily due to Southern Union’s recognitionincludes amortization of a net curtailment gain of $15 million related to its postretirement benefit plans.regulatory assets and other income and expense amounts.
Income Tax Expense.Benefit. The increase inFor the years ended December 31, 2016 and 2015, the Partnership recorded an income tax expense for thebenefit due to pre-tax losses at its corporate subsidiaries. The year ended December 31, 2012 compared2015 also reflected a benefit of $24 million of net state tax benefit attributable to statutory state rate changes resulting from the same periods last year were primarilyRegency Merger and sale of Susser to Sunoco LP, as well as a favorable impact of $11 million due to our acquisitiona reduction in the statutory Texas franchise tax rate which was enacted by the Texas legislature during the second quarter of Southern Union in March 2012 which has a higher overall effective rate as Southern Union is subject to federal and state income taxes.2015.
Segment Operating Results
Investment in ETP
Years Ended December 31,  Years Ended December 31,  
2012 2011 Change2016 2015 Change
Revenues$15,702
 $6,799
 $8,903
$21,827
 $34,292
 $(12,465)
Cost of products sold12,266
 4,175
 8,091
15,394
 27,029
 (11,635)
Gross margin3,436
 2,624
 812
6,433
 7,263
 (830)
Unrealized losses on commodity risk management activities9
 11
 (2)131
 65
 66
Operating expenses, excluding non-cash compensation expense(949) (798) (151)(1,485) (2,265) 780
Selling, general and administrative, excluding non-cash compensation expense(406) (135) (271)
Adjusted EBITDA related to discontinued operations99
 23
 76
Selling, general and administrative expenses, excluding non-cash compensation expense(351) (468) 117
Inventory valuation adjustments(170) 104
 (274)
Adjusted EBITDA related to unconsolidated affiliates480
 56
 424
946
 937
 9
Other, net75
 
 75
101
 78
 23
Segment Adjusted EBITDA$2,744
 $1,781
 $963
$5,605
 $5,714
 $(109)

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Gross Margin.Segment Adjusted EBITDA. For the year ended December 31, 20122016 compared to the prior year, Segment Adjusted EBITDA related to the Investment in ETP decreased primarily as a result of the following:
a decrease of $341 million in ETP’s all other operations caused by deconsolidation of the retail marketing operations as a result of the dropdown from ETP to Sunoco LP;
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 $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; partially offset by
an increase of $224 million in ETP’s liquids transportation and services operations caused by an increase of 125,000 Bbls/d on our NGL pipelines, higher NGL volumes from the major producing regions including the Permian, North Texas, and Southeast Texas, the crude transportation pipeline in the Eagle Ford region transported approximately 41,000 Bbls/d, and the crude pipeline originating in Nederland and delivering into Lake Charles, also began transporting volumes in April 2016, and transported approximately 50,000 Bbls/d. Average daily fractionated volumes increased approximately 125,000 Bbls/d for the year ended December 31, 2011, gross margin2016 compared to the prior year primarily due to the ramp-up of the third 100,000 Bbls/d fractionator at Mont Belvieu, Texas, which was commissioned in late December 2015, as well as increased $812producer volumes as mentioned above. Additionally, ETP placed its fourth fractionator in-service in November 2016, providing an additional 18,000 Bbls/d of throughput volume for the year;
an increase of $80 million from ETP’s investment in Sunoco Logistics, primarily due to an increase of $65 million as a result of ETP’s acquisitionSunoco Logistics’ improved refined products operations and higher volumes on Sunoco Logistics’ Allegheny Access pipeline, an increase of $31 million from Sunoco including Sunoco Logistics and retail marketingLogistics’ crude oil operations which benefited from the expansion capital projects commenced operations in conjunction with2016 and 2015 as well as the Holdco Transaction in October 2012.fourth quarter 2016 acquisition from Vitol, offset by a decrease of $16 million from Sunoco Logistics’ gross margin was $304 million for October 5, 2012NGLs operations, primarily attributable to December 31, 2012,lower volumes and retail marketing gross margin was $169 million for October 5, 2012 to December 31, 2012. In addition, NGL transportation and services gross margin increased $110 million, as the NGL transportation and services operations gross margin reflected twelve months of activitymargins compared to only eight monthsthe prior year; and
an increase of activity in 2011. Midstream gross margin increased $185$70 million primarily due to increased volumes and the consolidation of Southern Union’s gathering and process business from March 26, 2012 to December 31, 2012. These increases were partially offset by decreases in ETP’s intrastate transportation and storage operations, caused by an increase of $20 million in gross margin of $103 million over the period, primarily duerelated to the cessation of certain long-term transportation contractshigher storage margin and a continued unfavorablehigher natural gas price environment.sales as well as increases in unrealized losses on commodity risk management activities of $45 million.
Unrealized Losses on Commodity Risk Management Activities. Unrealized losses on commodity risk management activities primarily reflected the net impact from unrealized gains and losses on natural gas storage and non-storage derivatives, as well as fair value adjustments to inventory. The decreasechange in unrealized gains and losses on commodity risk management activities for 20122016 compared to 20112015 was primarily attributable to natural gas storage inventory and related derivatives.
Operating Expenses, Excluding Non-Cash Compensation Expense. Operating expenses related to ETP’s all other operations decreased by $817 million primarily as a result of the transfer and contribution of ETP’s retail marketing assets to Sunoco LP.
Selling, General and Administrative Expenses, Excluding Non-Cash Compensation Expense. Selling, general and administrative expenses related to ETP’s all other operations decreased by $168 million primarily resulting from lower transaction-related expenses.

Adjusted EBITDA Related to Unconsolidated Affiliates. ETP’s Adjusted EBITDA related to unconsolidated affiliates for the years ended December 31, 2016 and 2015 consisted of the following:
 Years Ended December 31,  
 2016 2015 Change
Citrus$329
 $315
 $14
FEP75
 75
 
PES10
 86
 (76)
MEP90
 96
 (6)
HPC61
 61
 
Sunoco, LLC
 91
 (91)
Sunoco LP271
 137
 134
Other110
 76
 34
Total Adjusted EBITDA related to unconsolidated affiliates$946
 $937
 $9
These amounts represent ETP’s proportionate share of the Adjusted EBITDA of its unconsolidated affiliates and are based on ETP’s equity in earnings or losses of its unconsolidated affiliates adjusted for its proportionate share of the unconsolidated affiliates’ interest, depreciation, amortization, non-cash items and taxes.
Investment in Sunoco LP
 Years Ended December 31,  
 2016 2015 Change
Revenues$15,698
 $18,460
 $(2,762)
Cost of products sold13,479
 16,476
 (2,997)
Gross margin2,219
 1,984
 235
Unrealized losses on commodity risk management activities5
 2
 3
Operating expenses, excluding non-cash compensation expense(1,199) (1,155) (44)
Selling, general and administrative, excluding non-cash compensation expense(256) (209) (47)
Inventory fair value adjustments(104) 98
 (202)
Other, net
 (1) 1
Segment Adjusted EBITDA$665
 $719
 $(54)
The Investment in Sunoco LP segment reflects the results of Sunoco LP beginning August 29, 2014, the date that ETP originally obtained control of Sunoco LP. Sunoco LP obtained control of MACS in October 2014, Sunoco, LLC in April 2015, Susser in July 2015, and Sunoco Retail LLC in March 2016. Because these entities were under common control, Sunoco LP recast its financial statements to retrospectively consolidate each of the entities beginning September 1, 2014. The segment results above are presented on the same basis as Sunoco LP’s standalone financial statements; therefore, the segment results above also include MACS, Sunoco, LLC, Susser and Sunoco Retail LLC beginning September 1, 2014. MACS, Sunoco, LLC, Susser and Sunoco Retail LLC were also consolidated by ETP until October 2014, April 2015, July 2015 and March 2016, respectively; therefore, the results from those entities are reflected in both the Investment in ETP and the Investment in Sunoco LP segments for the respective periods in 2014 and 2015. ETE’s consolidated results reflect the elimination of 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. In addition, subsequent to July 2015, ETP holds an equity method investment in Sunoco, LLC (through December 2015) and a continuing investment in Sunoco LP, the equity in earnings from which are also eliminated in ETE’s consolidated financial statements.
Segment Adjusted EBITDA. For the year ended December 31, 20122016 compared to the prior year, Segment Adjusted EBITDA related to the Investment in Sunoco LP decreased primarily as a result of the following:
a change of $202 million in the fair value adjustment to inventory resulting from changes in fuels prices during the year ended December 31, 2011,2016;

an increase of $44 million in other operating expenses caused by expansion of Sunoco LP’s retail business which has expanded through third-party acquisitions as well as through the construction of new-to-industry sites, resulting in a $30 million increase in personnel expense and a $24 million increase of maintenance, property tax, advertising and licenses and permits, slightly offset by lower dealer incentives; and
an increase of $47 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 $235 million in gross margin primarily caused by an increase in wholesale motor fuel gross profit of $206 million due to a 28.9%, or $0.55, decrease in the cost per wholesale motor fuel gallon, an increase in merchandise gross profit of $36 million due to the increase in the number of retail sites, and an increase in rental and other gross profit of $17 million due to increased other retail income, offset by a decrease in the gross profit on retail motor fuel of $24 million due to an 11.8%, or $0.28, decrease in the price per retail motor fuel gallon.
Investment in Lake Charles LNG
 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)
Lake Charles LNG derives all of its revenue from a contract with a non-affiliated gas marketer.

Year Ended December 31, 2015 Compared to the Year Ended December 31, 2014
Consolidated Results
 Years Ended December 31,  
 2015 2014 Change
Segment Adjusted EBITDA:     
Investment in ETP$5,714
 $5,710
 $4
Investment in Sunoco LP719
 332
 387
Investment in Lake Charles LNG196
 195
 1
Corporate and other(104) (97) (7)
Adjustments and eliminations(590) (300) (290)
Total5,935
 5,840
 95
Depreciation, depletion and amortization(2,079) (1,724) (355)
Interest expense, net of interest capitalized(1,643) (1,369) (274)
Gain on sale of AmeriGas common units
 177
 (177)
Impairment losses(339) (370) 31
Losses on interest rate derivatives(18) (157) 139
Non-cash compensation expense(91) (82) (9)
Unrealized gains (losses) on commodity risk management activities(65) 116
 (181)
Inventory valuation adjustments(249) (473) 224
Losses on extinguishments of debt(43) (25) (18)
Adjusted EBITDA related to discontinued operations
 (27) 27
Adjusted EBITDA related to unconsolidated affiliates(713) (748) 35
Equity in earnings of unconsolidated affiliates276
 332
 (56)
Other, net22
 (73) 95
Income from continuing operations before income tax expense993
 1,417
 (424)
Income tax expense (benefit) from continuing operations(100) 357
 (457)
Income from continuing operations1,093
 1,060
 33
Income from discontinued operations
 64
 (64)
Net income$1,093
 $1,124
 $(31)
See the detailed discussion of Segment Adjusted EBITDA in the Segment Operating Results section below.
Depreciation, Depletion and Amortization. Depreciation, depletion and amortization increased primarily as a result of acquisitions and growth projects, including an increase of $260 million primarily due to assets recently placed in service and recent acquisitions from ETP, and an increase of $141 million primarily due to a full year of Sunoco LP depreciation expense in 2015 as well as recent acquisitions.
Interest Expense, Net of Interest Capitalized. Interest expense increased primarily due to the following:
an increase of $126 million related to ETP primarily due to ETP’s operatingissuance of senior notes.
an increase of $59 million of expense recognized by Sunoco LP primarily due to the recognition of a partial period in 2014.
an increase of $89 million of expense recognized by the Parent Company primarily related to recent issuances of senior notes.
Gain on Sale of AmeriGas Common Units. During the year ended December 31, 2014, ETP sold 18.9 million of the AmeriGas common units that were originally received in connection with the contribution of its propane business to AmeriGas in January 2012. ETP recorded a gain based on the sale proceeds in excess of the carrying amount of the units sold. As of December 31, 2015, ETP’s remaining interest in AmeriGas common units consisted of 3.1 million units held by a wholly-owned captive insurance company.

Impairment Losses. In 2015, ETP recorded goodwill impairments of (i) $99 million related to Transwestern due primarily to the market declines in current and expected future commodity prices in the fourth quarter of 2015, (ii) $106 million related to Lone Star Refinery Services due primarily to changes in assumptions related to potential future revenues as well as the market declines in current and expected future commodity prices, (iii) $110 million of fixed asset impairments related to Lone Star NGL Refinery Services primarily due to the economic obsolescence identified as a result of low utilization and expected decrease in future cash flows, and (iv) $24 million of intangible asset impairments related to Lone Star NGL Refinery Services primarily due to the economic obsolescence identified as a result of expected decrease in future cash flows. In 2014, a $370 million goodwill impairment was recorded at ETP related to the Permian Basin gathering and processing operations. The decline in estimated fair value of that reporting unit was primarily driven by a significant decline in commodity prices in the fourth quarter of 2014, and the resulting impact to future commodity prices as well as increases in future estimated operations and maintenance expenses.
Losses on Interest Rate Derivatives. Our interest rate derivatives are not designated as hedges for accounting purposes; therefore, changes in fair value are recorded in earnings each period. Losses on interest rate derivatives during the year ended December 31, 2015 and 2014 resulted from decreases in forward interest rates, which caused our forward-starting swaps to decrease in value.
Unrealized Gains (Losses) on Commodity Risk Management Activities. See discussion of $48 millionthe unrealized gains (losses) on commodity risk management activities included in the discussion of segment results below.
Inventory Valuation Adjustments. Inventory valuation reserve adjustments were attributable torecorded for the inventory associated with Sunoco LP, Sunoco Logistics and $119 million were attributable to ETP’s retail marketing operations. As discussed above, Sunoco Logisticsoperations as a result of commodity price changes between periods.
Adjusted EBITDA Related to Discontinued Operations. In 2014, amounts were related to a marketing business that was sold effective April 1, 2014.
Adjusted EBITDA Related to Unconsolidated Affiliates and Equity in Earnings of Unconsolidated Affiliates. See additional information in “Supplemental Information on Unconsolidated Affiliates” and “Segment Operation Results” below.
Other, net. Other, net in 2015 and 2014 primarily includes amortization of regulatory assets and other income and expense amounts.
Income Tax Expense (Benefit) from Continuing Operations. Income tax expense is based on the retail marketing operations were acquired in Octoberearnings of 2012.our taxable subsidiaries. For the year ended December 31, 2012,2015, the Partnership’s income tax expense decreased from the prior year primarily due to lower earnings among the Partnership’s consolidated corporate subsidiaries. The year ended December 31, 2015 also reflected a benefit of $24 million of net state tax benefit attributable to statutory state rate changes resulting from the Regency Merger and sale of Susser to Sunoco LP, as well as a favorable impact of $11 million due to a reduction in the statutory Texas franchise tax rate which was enacted by the Texas legislature during the second quarter of 2015. For the year ended December 31, 2014, the Partnership’s income tax expense from continuing operations included unfavorable income tax adjustments of $87 million related to the Lake Charles LNG Transaction, which was treated as a sale for tax purposes.
Segment Operating Results
Investment in ETP
 Years Ended December 31,  
 2015 2014 Change
Revenues$34,292
 $55,475
 $(21,183)
Cost of products sold27,029
 48,414
 (21,385)
Gross margin7,263
 7,061
 202
Unrealized (gains) losses on commodity risk management activities65
 (112) 177
Operating expenses, excluding non-cash compensation expense(2,265) (2,065) (200)
Selling, general and administrative expenses, excluding non-cash compensation expense(468) (508) 40
Inventory valuation adjustments104
 473
 (369)
Adjusted EBITDA related to discontinued operations
 27
 (27)
Adjusted EBITDA related to unconsolidated affiliates937
 748
 189
Other, net78
 86
 (8)
Segment Adjusted EBITDA$5,714
 $5,710
 $4

Segment Adjusted EBITDA. For the year ended December 31, 2015 compared to the prior year, Segment Adjusted EBITDA related to the Investment in ETP increased primarily as a result of the following:
an increase of $182 million from Sunoco Logistics due to:
an increase of $130 million from Sunoco Logistics’ NGL operations, primarily due to improved results from Sunoco Logistics’ NGL acquisition and marketing activities of $103 million, higher contributions from Sunoco Logistics’ NGL pipelines of $36 million, and an increase from NGLs terminalling activities at Sunoco Logistics’ Marcus Hook Industrial Complex of $8 million;
an increase of $65 million from Sunoco Logistics’ refined products pipelines, primarily attributable to higher results from the refined products pipelines driven by the commencement of operations on the Allegheny Access project in 2015; offset by
a decrease of $13 million from Sunoco Logistics’ crude oil operations, primarily attributable to lower results from Sunoco Logistics’ crude oil acquisition and marketing activities driven by reduced margins which were negatively impacted by contracted crude differential compared to the prior period; and
an increase of $153 million in ETP’s liquids transportation and services operations, primarily attributable to higher volumes transported out of West Texas and the Eagle Ford region, as well as increased processing and fractionation margin of $50 million due to the ramp-up of Lone Star’s second 100,000 Bbls/d fractionator at Mont Belvieu, Texas, and the additional volumes from producers in the West Texas and Eagle Ford regions. Additionally, the commissioning of the of the Mariner South LPG export project during February 2015 contributed an additional $50 million for the twelve months ended December 31, 2015. This was partially offset by a $17 million decrease in margin associated with the off-gas fractionator in Geismar, Louisiana, as NGL and olefin market prices decreased significantly for the comparable period.
These increases were partially offset by the following:
a decrease of $148 million in ETP’s retail marketing operations, caused by decreases of $124 million due to the deconsolidation of Sunoco LP as a result of the sale of Sunoco LP’s general partner interest to ETE, $121 million due to unfavorable fuel margins, and $9 million due to unfavorable volumes in the retail and wholesale channels, partially offset by favorable impact of $112 million from the acquisition of Susser in August 2014 and $43 million from other recent acquisitions;
a decrease of $81 million in ETP’s midstream operations, primarily due to a decrease of $88 million in non-fee based margins for natural gas and a $200 million decrease in non-fee based margins for crude oil and NGL due to lower natural gas prices and lower crude oil and NGL prices as well as an increase of $135 million in operating expenses also reflects primarily due to assets recently placed in service, including Rebel system in West Texas and King Ranch system in South Texas as well as the acquisition of Eagle Rock midstream assets in July 2014, partially offset by an increase of $120 million in fee-based margin from the acquisitions of the Eagle Rock, PVR, and King Ranch midstream assets;
a $154decrease of $57 million increase in ETP’s interstate transportation and storage operations, primarily due to lower revenues of $47 million as a result of higher basis differentials in 2014 driven by colder weather, lower revenues of $22 million and $7 million due to the consolidationexpiration of Southern Union beginning March 26, 2012. In addition, midstream operationa transportation rate schedule and lower sales of gas due to lower prices, respectively, on the Transwestern pipeline, and $15 million due to a managed contract roll off to facilitate the transfer of a line from Trunkline to an affiliate for its conversion from natural gas to crude oil service. These decreases were partially offset by sales of capacity at higher rates of $13 million on the Panhandle and Transwestern pipelines, as well as higher usage rates and volumes on the Transwestern pipeline;
a decrease of $16 million in ETP’s intrastate transportation and storage operations, primarily due to a decrease of $17 million in storage margin;
a decrease in Adjusted EBITDA related to discontinued operations of $27 million related to a marketing business that was sold effective April 1, 2014; and
a decrease of $29 million in ETP’s other operations due to a decrease of $56 million related to its investment in AmeriGas common units due to the sale of AmeriGas common units in 2014.
Unrealized Gains and Losses on Commodity Risk Management Activities. Unrealized gains on commodity risk management activities primarily reflected the net impact from unrealized gains and losses on natural gas storage and non-storage derivatives, as well as fair value adjustments to inventory. The change in unrealized gains and losses on commodity risk management activities for 2015 compared to 2014 was primarily attributable to natural gas storage inventory and related derivatives.

Operating Expenses, Excluding Non-Cash Compensation Expense. Operating expenses related to ETP’s retail marketing operations increased $78$69 million, primarily due to the consolidation of Southern Union. These amounts were partially offset by a $298 million decrease in operating expense attributablerecent acquisitions. Operating expenses related to ETP’s all othermidstream operations increased $135 million primarily due to a primarily due to assets recently placed in service, including Rebel system in West Texas and King Ranch system in South Texas, as well as the acquisition of Eagle Rock midstream assets in July 2014. Operating expenses also increased $24 million for ETP’s liquids transportation and services operations, primarily due to the contribution of ETP’s propane business to AmeriGas in January 2012.a higher employee expenses, ad valorem taxes, utilities expense, project costs and materials and supplies expense.
Selling, General and Administrative Expenses, Excluding Non-Cash Compensation Expense. For the year ended December 31, 2012 compared to the year ended December 31, 2011, ETP’s selling,Selling, general and administrative increased $119expenses related to ETP’s investment in Sunoco Logistics operations decreased $15 million, dueexpenses related to the consolidation of Southern Union’s transportation and storage operations in ETP’s interstate transportation and storage operations decreased by $10 million, and $46 million dueexpenses related to the consolidation of Southern Union’s gathering and processing operations in ETP’s midstream operations beginning March 26, 2012, $32 million due to the consolidation of Sunoco Logistics, and $17 million due to the consolidation of ETP’s retail marketing operations. As discussed above, Sunoco Logistics and the retail marketing operations were acquired in October of 2012.decreased $10 million.
Adjusted EBITDA Related to Discontinued Operations. Amounts reflected the operations of Canyon, whichIn 2014, amounts were related to a marketing business that was sold in October 2012, and Southern Union’s distribution operations beginning March 26, 2012.effective April 1, 2014.
Adjusted EBITDA Related to Unconsolidated Affiliates. ETP’s Adjusted EBITDA related to unconsolidated affiliates for the years ended December 31, 20122015 and 20112014 consisted of the following:
Years Ended December 31,  Years Ended December 31,  
2012 2011 Change2015 2014 Change
AmeriGas$139
 $
 $139
Citrus228
 
 228
$315
 $305
 $10
FEP77
 53
 24
75
 75
 
PES86
 86
 
MEP96
 102
 (6)
HPC61
 53
 8
AmeriGas
 56
 (56)
Sunoco, LLC91
 
 91
Sunoco LP137
 
 137
Other36
 3
 33
76
 71
 5
Total Adjusted EBITDA related to unconsolidated affiliates$480
 $56
 $424
$937
 $748
 $189
AmountsThese amounts represent ETP’s proportionate share of the Adjusted EBITDA of its unconsolidated affiliates and are based on ETP’s equity in earnings or losses of its unconsolidated affiliates adjusted for its proportionate share of the unconsolidated affiliates’ interest, depreciation, amortization, non-cash items and taxes.
Investment in Sunoco LP
 Years Ended December 31,  
 2015 2014 Change
Revenues$18,460
 $7,343
 $11,117
Cost of products sold16,476
 6,767
 9,709
Gross margin1,984
 576
 1,408
Unrealized losses (gains) on commodity risk management activities2
 (1) 3
Operating expenses, excluding non-cash compensation expense(1,155) (361) (794)
Selling, general and administrative, excluding non-cash compensation expense(209) (86) (123)
Inventory fair value adjustments98
 205
 (107)
Other, net(1) (1) 
Segment Adjusted EBITDA$719
 $332
 $387
The Investment in Sunoco LP segment reflects the results of Sunoco LP beginning August 29, 2014, the date that ETP originally obtained control of Sunoco LP. Sunoco LP obtained control of MACS in October 2014, Sunoco, LLC in April 2015, Susser in July 2015, and Sunoco Retail LLC in March 2016. Because these entities were under common control, Sunoco LP recast its financial statements to retrospectively consolidate each of the entities beginning September 1, 2014. The segment results above

are presented on the same basis as Sunoco LP’s standalone financial statements; therefore, the segment results above also include MACS, Sunoco, LLC, Susser and Sunoco Retail LLC beginning September 1, 2014. MACS, Sunoco, LLC, Susser and Sunoco Retail LLC were also consolidated by ETP until October 2014, April 2015, July 2015 and March 2016, respectively; therefore, the results from those entities are reflected above includein both the Investment in ETP and the Investment in Sunoco LP segments for the respective periods in 2014 and 2015. ETE’s consolidated results reflect the elimination of 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. In addition, subsequent to July 2015, ETP holds an equity method investment in Sunoco, LLC (through December 2015) and a partial period for Citrus and AmeriGascontinuing investment in 2012.Sunoco LP, the equity in earnings from which are also eliminated in ETE’s consolidated financial statements.
Other.Segment Adjusted EBITDA. Amounts reflected $75 millionThe increase in LIFO valuation adjustments in ETP’s retail marketing operationsSegment Adjusted EBITDA for the year ended December 31, 2012.

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Investment in Regency
 Years Ended December 31,  
 2012 2011 Change
Revenues$2,000
 $1,434
 $566
Cost of products sold1,387
 1,013
 374
Gross margin613
 421
 192
Unrealized gains on commodity risk management activities(5) 
 (5)
Operating expenses, excluding non-cash compensation expense(228) (147) (81)
Selling, general and administrative, excluding non-cash compensation expense(95) (64) (31)
Adjusted EBITDA related to unconsolidated affiliates222
 213
 9
Other, net10
 (3) 13
Segment Adjusted EBITDA$517
 $420
 $97

Gross Margin. Regency’s gross margin increased approximately $145 million for the year ended December 31, 2012 compared to the prior year due to the consolidation of SUGS beginning March 26, 2012, with the remaining of the change being attributable to increased volumes in Regency’s South and West Texas and North Louisiana gathering and processing operations.

Unrealized Gains on Commodity Risk Management Activities. Regency’s gains on commodity risk management activities increased primarily due to mark-to-market adjustments on its non-hedged commodity derivatives during the year ended December 31, 2012.
Operating Expenses, Excluding Non-Cash Compensation Expense. Regency’s operating expenses, excluding non-cash compensation expenses, increased approximately $62 million due to the consolidation of SUGS beginning March 26, 2012, with the remaining change attributable to increased pipeline and plant operating activity in South and West Texas, increased compressor maintenance expense primarily due to increases in maintenance and materials costs, and increases in ad valorem taxes related to organic growth projects.
Selling, General and Administrative, Excluding Non-Cash Compensation Expense. Regency’s selling, general and administrative expenses, excluding non-cash compensation expense, increased for the year ended December 31, 2012 compared to the prior year2015 is primarily due to the consolidationpresentation of SUGS beginning March 26, 2012, which was partially offset byonly a decreasepartial period of approximately $4 millionresults for Sunoco LP in 2014, as a result of lower professional fees and lower rent expense.discussed above.
Adjusted EBITDA Related to Unconsolidated Affiliates. Regency’s adjusted EBITDA related to unconsolidated affiliates increased for the year ended December 31, 2012 compared to the prior year primarily due to the impactInvestment in Lake Charles LNG
 Years Ended December 31,  
 2015 2014 Change
Revenues$216
 $216
 $
Operating expenses, excluding non-cash compensation expense(17) (17) 
Selling, general and administrative, excluding non-cash compensation expense(3) (4) 1
Segment Adjusted EBITDA$196
 $195
 $1
Lake Charles LNG derives all of its revenue from Lone Star, which was formed in May 2011.a contract with a non-affiliated gas marketer.
Other. Regency’s other increased primarily as the result of recognition of a one-time producer payment received in March 2012 related to an assignment of certain contracts.
LIQUIDITY AND CAPITAL RESOURCES
Overview
Parent Company Only
The Parent Company’s principal sources of cash flow are derived from its direct and indirect investments in the limited partner and general partner interests in ETP and Regency. Effective with the Parent Company’s acquisition of 100% of Trunkline LNG on February 19, 2014, the Parent Company will also generateSunoco LP and cash flows through Trunkline LNG’s wholly-owned subsidiaries.from the operations of Lake Charles LNG. The amount of cash that ETP and RegencySunoco LP distribute to their respective partners, including the Parent Company, each quarter is based on earnings from their respective business activities and the amount of available cash, as discussed below. In connection with certainprevious transactions, we have relinquished a portion of our incentive distributions to be received from ETP and Regency in future quarters,Sunoco LP, see additional discussion under “Cash Distributions.”
The Parent Company’s primary cash requirements are for general and administrative expenses, debt service requirements and distributions to its partners and holders of the Preferred Units.partners. The Parent Company currently expects to fund its short-term needs for such items with cash flows from its direct and indirect investments in ETP, RegencySunoco LP and Holdco.Lake Charles LNG. The Parent Company distributes its available cash remaining after satisfaction of the aforementioned cash requirements to its Unitholders on a quarterly basis.

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We expectThe Parent Company expects ETP, RegencySunoco LP and TrunklineLake Charles LNG and their respective subsidiaries to utilize their resources, along with cash from their operations, to fund their announced growth capital expenditures and working capital needs; however, the Parent Company may issue debt or equity securities from time to time, as we deemit deems prudent to provide liquidity for new capital projects of ourits subsidiaries or for other partnership purposes.

ETP
ETP’s ability to satisfy its obligations and pay distributions to its Unitholders will depend on its future performance, which will be subject to prevailing economic, financial, business and weather conditions, and other factors, many of which are beyond the control of ETP’s management.
ETP currently expects capital expenditures in 20142017 to be within the following ranges:
 Growth Maintenance
 Low High Low High
Intrastate transportation and storage$30
 $40
 $25
 $30
Interstate transportation and storage20
 30
 115
 135
Midstream275
 300
 10
 15
NGL transportation and services(1)300
 330
 20
 25
Investment in Sunoco Logistics1,250
 1,350
 65
 75
Retail Marketing125
 155
 50
 60
All other (including eliminations)60
 80
 10
 15
Total projected capital expenditures$2,060
 $2,285
 $295
 $355
 Growth Maintenance
 Low High Low High
Direct(1):
       
Intrastate transportation and storage$30
 $40
 $20
 $25
Interstate transportation and storage(2)
1,750
 1,790
 100
 110
Midstream935
 985
 120
 130
Liquids transportation and services:       
NGL370
 390
 20
 25
Crude(2)
200
 230
 
 5
All other (including eliminations)70
 80
 65
 70
Total direct capital expenditures3,355
 3,515
 325
 365
        Less: Project level non-recourse financing(600) (600) 
 
Partnership level capital funding$2,755
 $2,915
 $325
 $365
(1) 
ETP expects to receive
Direct capital contributions from Regencyexpenditures exclude those funded by ETP’s publicly-traded subsidiary.
(2)
Includes capital expenditures related to their 30% shareour proportionate ownership of Lone Star of between $75 millionthe Bakken, Rover and $100 million.Bayou Bridge pipeline projects.
The assets used in ETP’s natural gas and liquids operations, including pipelines, gathering systems and related facilities, are generally long-lived assets and do not require significant maintenance capital expenditures. Accordingly, ETP does not have any significant financial commitments for maintenance capital expenditures in its businesses. From time to time it experiences increases in pipe costs due to a number of reasons, including but not limited to, delays from steel mills, limited selection of mills capable of producing large diameter pipe in a timely manner, higher steel prices and other factors beyond ETP’s control. However, ETP includes these factors in its anticipated growth capital expenditures for each year.
ETP generally funds its maintenance capital expenditures and distributions with cash flows from operating activities. ETP generally funds growth capital expenditures with proceeds from borrowings under credit facilities, long-term debt, the issuance of additional Common Units or a combination thereof.
As of December 31, 2013,2016, in addition to $549$360 million of cash on hand, ETP had available capacity under its revolving credit facilities of $2.34 billion.$813 million. Based on ETP’s current estimates, it expects to utilize capacity under the ETP Credit Facility, along with cash from operations, to fund its announced growth capital expenditures and working capital needs forthrough the next 12 months;end of 2017; however, ETP may issue debt or equity securities prior to that time as it deems prudent to provide liquidity for new capital projects, to maintain investment grade credit metrics or other partnership purposes.
In August 2016, ETP, Sunoco Logistics and Phillips 66 announced the completion of the project-level financing of the Dakota Access Pipeline and Energy Transfer Crude Oil Pipeline projects (collectively, the “Bakken Pipeline”). The $2.50 billion credit facility is anticipated to provide substantially all of the remaining capital necessary to complete the projects.
Sunoco Logistics’ primary sources of liquidity consist of cash generated from operating activities and borrowings under its $1.50$2.50 billion credit facility and $1.0 billion credit facility. At December 31, 2013,2016, Sunoco Logistics had available borrowing capacity of $1.30$1.58 billion under its revolving credit facility. Sunoco Logistics’ capital position reflects crude oil and refined products inventories based on historical costs under the last-in, first-out (“LIFO”) method of accounting.facilities. Sunoco Logistics periodically supplements its cash flows from operations with proceeds from debt and equity financing activities.
RegencySunoco LP
Regency expects itsSunoco LP’s primary sources of liquidity to include:consist of cash generated from operations and occasional asset sales;operating activities, borrowings under its $1.50 billion credit facility and the Regency Credit Facility; distributions received from unconsolidated affiliates; debt offerings; and issuance of additional long-term debt or partnership units.units as appropriate given market conditions. At December 31, 2016, Sunoco LP had available borrowing capacity of $469 million under its revolving credit facility and $119 million of cash and cash equivalents on hand.

In 2014, Regency2017, Sunoco LP expects to invest $540approximately $200 million in growth capital expenditures of which $230and approximately $90 million is expected to be invested in organic growth projects in the gathering and processing operations; $110 million is expected to be invested in Regency’s portion

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of growth capital expenditures in its NGL services operations; and $200 million is expected to be invested in growth capital expenditures in its contract services operations. In addition, Regency expects to invest $60 million inon maintenance capital expenditures in 2014, including its proportionate share related to joint ventures.
Regencyexpenditures. Sunoco LP may revise the timing of these expenditures as necessary to adapt to economic conditions. Regency expects to fund its growth capital expenditures with borrowings under its revolving credit facility and a combination of debt and equity issuances.
Cash Flows
Our cash flows may change in the future due to a number of factors, some of which we cannot control. These factors include regulatory changes, the price of our subsidiaries’ products and services, the demand for such products and services, margin requirements resulting from significant changes in commodity prices, operational risks, the successful integration of our acquisitions, and other factors.
Operating Activities
Changes in cash flows from operating activities between periods primarily result from changes in earnings (as discussed in “Results of Operations” above), excluding the impacts of non-cash items and changes in operating assets and liabilities. Non-cash items include recurring non-cash expenses, such as depreciation, depletion and amortization expense and non-cash compensation expense. The increase in depreciation, depletion and amortization expense during the periods presented primarily resulted from construction and acquisition of assets, while changes in non-cash unit-based compensation expense resulted from changes in the number of units granted and changes in the grant date fair value estimated for such grants. Cash flows from operating activities also differ from earnings as a result of non-cash charges that may not be recurring, such as impairment charges and allowance for equity funds used during construction. The allowance for equity funds used during construction increases in periods when ETP has a significant amount of interstate pipeline construction in progress. Changes in operating assets and liabilities between periods result from factors such as the changes in the value of price risk management assets and liabilities, timing of accounts receivable collection, payments on accounts payable, the timing of purchases and sales of inventories, and the timing of advances and deposits received from customers.
Following is a summary of operating activities by period:
Year Ended December 31, 20132016
Cash provided by operating activities in 20132016 was $2.42$3.42 billion and net income was $315 million.$41 million. The difference between net income and cash provided by operating activities in 20132016 primarily consisted of net non-cash items totaling $1.94$3.17 billion and changes in operating assets and liabilities of $149 million.$61 million. The non-cash activity in 2016 consisted primarily of depreciation, depletion and amortization of $1.31$2.36 billion,, goodwill impairment losses of $689 million,$1.80 billion, deferred income taxestax benefit of $43$201 million, losses on extinguishmentsinventory valuation adjustments of debt of $162$273 million and non-cash compensation expense of $61 million.$70 million.
Year Ended December 31, 20122015
Cash provided by operating activities in 20122015 was $1.08$3.07 billion and net income was $1.27$1.09 billion. The difference between net income and cash provided by operating activities in 20122015 primarily consisted of net non-cash items totaling $85 million$2.73 billion and changes in operating assets and liabilities of $551 million.$1.16 billion. The non-cash activity in 2015 consisted primarily of a gain on the deconsolidation of ETP’s propane business of $1.06 billion, which was offset by depreciation, depletion and amortization of $871$2.08 billion, impairment losses of $339 million, deferred income tax expense of $242 million, inventory valuation adjustments of 249 million, losses on extinguishments of debt of $123$43 million and non-cash compensation expense of $47$91 million.
Year Ended December 31, 20112014
Cash provided by operating activities in 20112014 was $1.38$3.18 billion and net income was $528 million.$1.12 billion. The difference between net income and cash provided by operating activities in 20112014 consisted of net non-cash items totaling $566 million$1.99 billion and changes in operating assets and liabilities of $158$231 million. The non-cash activity in 2014 consisted primarily of depreciation, depletion and amortization of $586$1.72 billion, impairment losses of $370 million, inventory valuation adjustments of $473 million, losses on extinguishments of debt of $25 million and non-cash compensation expense of $42$82 million, partially offset by the gain on the sale of AmeriGas common units of $177 million and a deferred income tax benefit of $50 million.
Investing Activities
Cash flows from investing activities primarily consist of cash amounts paid for acquisitions, capital expenditures, and cash contributions to ETP’s and Regency’sour joint ventures. Changes in capital expenditures between periods primarily result from increases or decreases in ETP’s or Regency’s growth capital expenditures to fund their respective construction and expansion projects.

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Following is a summary of investing activities by period:
Year Ended December 31, 2013
Cash used in investing activities in 2013 of $2.35 billion was comprised primarily of capital expenditures of $3.51 billion (excluding the allowance for equity funds used during construction). ETP invested $2.11 billion for growth capital expenditures and $343 million for maintenance capital expenditures during 2013. Regency invested $948 million for growth capital expenditures and $48 million for maintenance capital expenditures during 2013. These expenditures were partially offset by $1.01 billion and $346 million of cash received from the sale of the MGE and NEG assets and the sale of AmeriGas common units, respectively. In addition, ETP paid net cash of $405 million for acquisitions.
Year Ended December 31, 20122016
Cash used in investing activities in 20122016 of $4.20$9.47 billion was comprised primarily of capital expenditures of $3.27$8.09 billion (excluding the allowance for equity funds used during construction)construction and net of contributions in aid of construction costs). ETP invested $2.74$5.44 billion for growth capital expenditures and $313$368 million for maintenance capital expenditures during 2012. Regency invested $945 million2016. We paid net cash for growth capital expenditures and $58 million for maintenance capital during 2012 (including amounts related to SUGS). Cash paid foracquisitions of $1.57 billion, including the acquisition of Southern Union was $2.97 billion and ETP received $1.44 billion in proceeds from the contribution of propane.a noncontrolling interest.
Year Ended December 31, 20112015
Cash used in investing activities in 20112015 of $3.87$10.09 billion was comprised primarily of capital expenditures of $1.81$9.31 billion (excluding the allowance for equity funds used during construction)construction and net of contributions in aid of construction costs). ETP invested $1.35$7.68 billion for growth capital expenditures and $134$485 million for maintenance capital expenditures during 2011. Regency2015. We paid net cash for acquisitions of $900 million, including the acquisition of a noncontrolling interest.
Year Ended December 31, 2014
Cash used in investing activities in 2014 of $6.80 billion was comprised primarily of capital expenditures of $5.34 billion (excluding the allowance for equity funds used during construction and net of contributions in aid of construction costs). ETP invested $354 million$5.05 billion for growth capital expenditures and $22$444 million for maintenance capital expenditures during 2011. In addition, our subsidiaries2014. Regency invested $1.20 billion for growth capital expenditures and $98 million for maintenance capital expenditures during 2014. We paid cash for acquisitions of $1.97$2.37 billion which primarily consistedand received $814 million in cash received from the sale of the acquisition of Lone Star and made net advances to joint ventures of $150 million.AmeriGas common units.
Financing Activities
Changes in cash flows from financing activities between periods primarily result from changes in the levels of borrowings and equity issuances, which are primarily used to fund ETP’s and Regency’s acquisitions and growth capital expenditures. Distributions increase between the periods based on increases in the number of common units outstanding or increases in the distribution rate.
Following is a summary of financing activities by period:
Year Ended December 31, 20132016
Cash provided by financing activities was $146 million$5.93 billion in 2013.2016. We had a consolidated increase in our debt level of $983 million,$6.71 billion, primarily due to ETP’sthe issuance of $1.25 billionParent Company and $1.50 billion in aggregate principal amount ofsubsidiary senior notes, as well as increases in January 2013 and September 2013, respectively, and Sunoco Logistics’ issuance of $700 million in aggregate principal amount of senior notes in January 2013 (see Note 6 to our consolidated financial statements).revolving credit facilities during 2015. Our subsidiaries also received $1.76$2.56 billion in proceeds from common unit offerings, which consisted of $1.61including $1.10 billion from the issuance of ETP Common Units and $149 million$1.46 billion from the issuance of Regency Common Units.other subsidiary common units. We paid distributions to partners of $733 million,$1.02 billion, and our subsidiaries paid $1.43 billion on limited partner interests other than those held by the Parent Company. We also paid $340 million to redeem our Preferred Units.
Year Ended December 31, 2012
Cash provided by financing activities was $3.36 billion in 2012. We had a consolidated increase in our debt level of $4.02 billion, which primarily consisted of borrowings to fund our acquisitions of Southern Union and Sunoco. Our subsidiaries also received $1.10 billion in proceeds from common unit offerings, which consisted of $791 million from the issuance of ETP Common Units and $312 million from the issuance of Regency Common Units. We paid distributions to partners of $666 million and $24 million to the holders of our Preferred Units. In addition, our subsidiaries paid $1.02$2.77 billion on limited partner interests other than those held by the Parent Company.
Year Ended December 31, 20112015
Cash provided by financing activities was $2.54$6.79 billion in 2011. ETP received $1.47 billion in net proceeds from offerings of ETP Common Units, including $96 million under its equity distribution program (see Note 8 to our consolidated financial statements). In addition, Regency received $436 million in net proceeds from offerings of Regency Common Units.2015. We had a consolidated net increase in our debt level of $2.00$6.63 billion, and paid distributions of $526 million to our common unitholders and $24 millionprimarily due to the holdersissuance of our Preferred Units. In addition, ETP paid distributions of $562 million on limited partner interests

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other than those held by the Parent Company and Regencysubsidiary senior notes, as well as increases in our revolving credit facilities during 2015. Our subsidiaries also received $3.89 billion in proceeds from common unit offerings, including $1.43 billion from the issuance of ETP Common Units and $2.46 billion from the issuance of other subsidiary common units. We paid $217 milliondistributions to partners of $1.09 billion, and our subsidiaries paid $2.34 billion on limited partner interests other than those held by the Parent Company. These distributions are reflected asWe also paid $1.06 billion to repurchase common units during the year ended December 31, 2015.
Year Ended December 31, 2014
Cash provided by financing activities was $3.88 billion in 2014. We had a consolidated increase in our debt level of $4.49 billion, primarily due to Regency’s issuance of senior notes and assumption and debt, and Sunoco Logistics’ issuance of $2.00 billion in aggregate principal amount of senior notes in April 2014 and November 2014 (see Note 6 to our consolidated financial statements) and an increase of the Parent Company’s debt of $1.88 billion. Our subsidiaries also received $3.06 billion in proceeds from common unit offerings, including $1.38 billion from the issuance of ETP Common Units, $428 million from the issuance of Regency Common Units and $1.25 billion from the issuance of other subsidiary common units. We paid distributions to noncontrollingpartners of $821 million, and our subsidiaries paid $1.91 billion on limited partner interests on our consolidated statements of cash flows.other than those held by the Parent Company. We also paid $1.00 billion to repurchase common units during the year ended December 31, 2014.

Description of Indebtedness
Our outstanding consolidated indebtedness at December 31, 2013 and 2012 was as follows:
 December 31,
 2013 2012
Parent Company Indebtedness:   
ETE Senior Notes$1,637
 $1,800
ETE Senior Secured Term Loan
 2,000
ETE Senior Secured Revolving Credit Facility1,171
 60
Subsidiary Indebtedness:   
ETP Senior Notes11,182
 7,692
Regency Senior Notes2,800
 1,962
Transwestern Senior Unsecured Notes870
 870
Southern Union Senior Notes169
 1,260
Panhandle Senior Notes916
 1,621
Sunoco Senior Notes965
 965
Sunoco Logistics Senior Notes2,150
 1,450
Revolving Credit Facilities:   
ETP $2.5 billion Revolving Credit Facility due October 27, 201665
 1,395
Regency $1.2 billion Revolving Credit Facility due May 21, 2018510
 192
Southern Union $700 million Revolving Credit Facility due May 20, 2016
 210
Sunoco Logistics $200 million Revolving Credit Facility due August 21, 2014
 26
Sunoco Logistics $35 million Revolving Credit Facility due April 30, 201535
 20
Sunoco Logistics $350 million Revolving Credit Facility due August 22, 2016
 93
Sunoco Logistics $1.50 billion Revolving Credit Facility due November 1, 2018200
 
Other long-term debt228
 51
Unamortized premiums and fair value adjustments, net301
 386
Total debt23,199
 22,053
Less: current maturities637
 613
Long-term debt, less current maturities$22,562
 $21,440
 December 31,
 2016 2015
Parent Company Indebtedness:   
ETE Senior Notes due October 2020$1,187
 $1,187
ETE Senior Notes due January 20241,150
 1,150
ETE Senior Notes due June 20271,000
 1,000
ETE Senior Secured Term Loan, due December 20192,190
 2,190
ETE Senior Secured Revolving Credit Facility due December 2018875
 860
Subsidiary Indebtedness:   
ETP Senior Notes19,440
 19,439
Panhandle Senior Notes1,085
 1,085
Sunoco, Inc. Senior Notes465
 465
Sunoco Logistics Senior Notes5,350
 4,975
Transwestern Senior Notes657
 782
Sunoco LP Senior Notes, Term Loan and lease-related obligations3,561
 1,526
Revolving Credit Facilities:   
ETP $3.75 billion Revolving Credit Facility due November 20192,777
 1,362
Sunoco Logistics $2.50 billion Revolving Credit Facility due March 20201,292
 562
Sunoco Logistics $1.0 billion 364-Day Credit Facility, due December 2017(1)
630
 
Sunoco LP $1.5 billion Revolving Credit Facility due September 20191,000
 450
Bakken Project $2.50 billion Credit Facility due August 20191,100
 
PennTex $275 million MLP Revolving Credit Facility due December 2019168
 
Other long-term debt31
 31
Unamortized premiums and fair value adjustments, net101
 141
Deferred debt issuance costs(257) (237)
Total debt43,802
 36,968
Less: current maturities of long-term debt1,194
 131
Long-term debt, less current maturities$42,608
 $36,837
(1)
Sunoco Logistics’ $1.0 billion 364-Day Credit Facility, including its $630 million term loan, were classified as long-term debt as of December 31, 2016 as Sunoco Logistics has the ability and intent to refinance such borrowings on a long-term basis.
The terms of our consolidated indebtedness and our subsidiaries are described in more detail below and in Note 6 to our consolidated financial statements.
Parent Company Indebtedness
On December 2, 2013, the Parent Company completed a public offering of $450 million aggregate principal amount of its 5.875% Senior Notes due 2024. The Parent Company used net proceeds from this offering, together with a portion of the net proceeds from the Revolver Credit Agreement and the ETE Term Loan Facility, discussed below, to fund the Parent Company’s tender offer for a portion of its 7.500% Senior Notes due 2020 (together with the 5.875% Senior Notes due 2024, the “ETE Senior Notes”).
The ETE Senior Notes are the Parent Company’s senior obligations, ranking equally in right of payment with our other existing and future unsubordinated debt and senior to any of its future subordinated debt. The Parent Company’s obligations under the ETE Senior Notes are secured on a first-priority basis with its obligations under the Revolver Credit Agreement and the ETE Term Loan Facility, by a lien on substantially all of the Parent Company’s and certain of its subsidiaries’ tangible and intangible assets, subject to certain exceptions and permitted liens. The ETE Senior Notes are not guaranteed by any of the Parent Company’s subsidiaries.

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The covenants related to the ETE Senior Notes include a limitation on liens, a limitation on transactions with affiliates, a restriction on sale-leaseback transactions and limitations on mergers and sales of all or substantially all of the Parent Company’s assets.
ETE Term Loan Facility
OnAs of December 31, 2016, the Parent Company had outstanding a Senior Secured Term Loan Agreement, dated as of March 5, 2015, both with scheduled maturities on December 2, 2013,2019. In connection with the Parent Company’s entry into a Senior Secured Term loan Agreement on February 2, 2017, as discussed below, the Parent Company terminated both agreements.
On February 2, 2017, the Partnership entered into a Senior Secured Term Loan Agreement (the “ETE“2024 Term Credit Agreement”), which with Credit Suisse AG, Cayman Islands Branch, as administrative agent, and the other lenders party thereto (the “Term Lenders”). The Term Credit Agreement has a scheduled maturity date of DecemberFebruary 2, 2019,2024, with an option for the Partnership to extend the term subject to the terms and conditions set forth therein. The Term Credit Agreement contains an accordion feature, under which the total commitments may be increased, subject to the terms thereof. In connection with the entry into the 2024 Term Credit Agreement, ETE terminated the 2019 Term Credit Agreements.

Pursuant to the ETE2024 Term Credit Agreement, the lendersTerm Lenders have provided senior secured financing in an aggregate principal amount of $1.0$2.2 billion (the “ETE Term“Term Loan Facility”). The Parent Company shall not be required to make any amortization payments with respect to the term loans under the 2024 Term Credit Agreement. Under certain circumstances, the PartnershipParent Company is required to repayprepay the term loanTerm Loan Facility in connection with dispositions, in the case of (a) incentive distribution rights in ETP or Regency, (b) general partnership interests in Regency or (c) equity interestseach of any Person which owns, directly or indirectly, incentive distribution rights in ETP or Regency or general partnership interests in Regency, in each case,the following, yielding net proceeds in excess of $50$50 million. of (a) IDRs in (i) prior to the consummation of the MLP Merger, ETP, and (ii) upon and after the consummation of the MLP Merger, Sunoco Logistics ; or (b) equity interests of any person which owns, directly or indirectly, IDRs in (i) prior to the consummation of the MLP Merger, ETP, and (ii) upon and after the consummation of the MLP Merger, Sunoco Logistics, in each case, with a percentage ranging from 50% to 75% of such net proceeds in excess of $50 million.
Under the 2024 Term Credit Agreement, the obligations of the Parent Company are secured by a lien on substantially all of the Parent Company’s and certain of its subsidiaries’ tangible and intangible assets subjectincluding (i) approximately 18.4 million common units representing limited partner interests in ETP and approximately 81.0 million Class H units of ETP owned by the Partnership; and (ii) the Partnership’s 100% equity interest in Energy Transfer Partners, L.L.C. and Energy Transfer Partners GP, L.P., through which the Partnership indirectly holds all of the outstanding general partnership interests and IDRs in, immediately prior to certain exceptionsthe consummation of the MLP Merger, ETP and, permitted liens.immediately after the consummation of the MLP Merger, Sunoco Logistics. The ETE2024 Term Loan Facility initially is not guaranteed by any of the Parent Company’sPartnership’s subsidiaries.
Interest accrues on advances at a LIBOR rate or a base rate, plus an applicable margin based on the election of the Parent Company for each interest period.period, plus an applicable margin. The applicable margin for LIBOR rate loans is 2.50%2.75% and the applicable margin for base rate loans is 1.50%1.75%. Proceeds of the borrowings under the 2024 Term Credit Agreement were used to partially fund a tender offer for ETE Senior Notes completed in December 2013, to repayrefinance amounts outstanding under the Parent Company’s existingPartnership’s two senior secured term loan credit facility,facilities and to pay transaction fees and expenses related to the tender offer, the ETE Term Loan Facility and other transactions incidental thereto.
ETE Revolving Credit Facility
On December 2, 2013, theThe Parent Company entered intohas a credit agreement (the “Revolving“Revolver Credit Agreement”), which has a scheduled maturity date of December 2, 2018, with an option for the PartnershipParent Company to extend the term subject to the terms and conditions set forth therein.
Pursuant to the Revolver Credit Agreement, the lenders have committed to provide advances up to an aggregate principal amount of $600 million$1.50 billion at any one time outstanding (the “ETE Revolvingoutstanding. The Revolver Credit Facility”), andAgreement contains an accordion feature, under which the Parent Company hastotal commitment may be increased, subject to the option to request increases in the aggregate commitments provided that the aggregate commitments never exceed $1.0 billion. In February 2014, the Partnership increased the capacity on the ETE Revolving Credit Facility to $800 million and expects to utilize the additional capacity to fund the purchase of $400 million of Regency common units in connection with Regency’s pending Eagle Rock acquisition.terms thereof.
As part of the aggregate commitments under the facility, the Revolver Credit Agreement provides for letters of credit to be issued at the request of the Parent Company in an aggregate amount not to exceed a $150$150 million sublimit.
Under the Revolver Credit Agreement, the obligations of the Parent Company are secured by a lien on substantially all of the Parent Company’s and certain of its subsidiaries’ tangible and intangible assets. Borrowings under the Revolver Credit Agreement are not guaranteed by any of the Parent Company’s subsidiaries.
Interest accrues on advances at a LIBOR rate or a base rate, plus an applicable margin based on the election of the Parent Company for each interest period.period, plus an applicable margin. The issuing fees for all letters of credit are also based on an applicable margin. The applicable margin used in connection with interest rates and fees is based on the then applicable leverage ratio of the Parent Company. The applicable margin for LIBOR rate loans and letter of credit fees ranges from 1.75% to 2.50% and the applicable margin for base rate loans ranges from 0.75% to 1.50%. The Parent Company will also pay a commitment fee based on its leverage ratio on the actual daily unused amount of the aggregate commitments.
Subsidiary Indebtedness
ETP January 2013 Senior Notes OfferingOfferings
In January 2013,2017, ETP issued $800$600 million aggregate principal amount of 3.6% Senior Notes4.20% senior notes due February 2023April 2027 and $450$900 million aggregate principal amount of 5.15% Senior Notes5.30% senior notes due February 2043.April 2047. ETP used the $1.48 billion net proceeds of $1.24 billion from the offering to refinance current maturities and to repay borrowings outstanding under the ETP Credit Facility and for general partnership purposes.Facility.

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Sunoco Logistics 2013 Senior Notes OfferingOfferings
In January 2013,July 2016, Sunoco Logistics issued $350 million aggregate principal amount of 3.45% Senior Notes due January 2023 and $350 million aggregate principal amount of 4.95% Senior Notes due January 2043. Sunoco Logistics’ used the net proceeds of $691 million from the offering to repay borrowings outstanding under the Sunoco Logistics’ Credit Facilities and for general partnership purposes.
ETP September 2013 Senior Notes Offering
In September 2013, ETP issued $700$550 million aggregate principal amount of 4.15% Senior Notes3.90% senior notes due October 2020, $350 million aggregate principal amount of 4.90% Senior Notes due February 2024 and $450 million aggregate principal amount of 5.95% Senior Notes due October 2043. ETP used thein July 2026. The net proceeds of $1.47 billion from thethis offering were used to repay $455 million inoutstanding credit facility borrowings outstanding under the term loan of Panhandle’s wholly-owned subsidiary, Trunkline LNG Holdings, LLC, to repay borrowings outstanding under the ETP Credit Facility and for general partnership purposes.
Note Exchange
On June 24, 2013, ETP completed the exchange of approximately $1.09 billionSunoco LP Term Loan and Senior Notes
In March 2016, Sunoco LP entered into a term loan agreement which provides secured financing in an aggregate principal amount of Southern Union’s outstanding senior notes, comprising 77%up to $2.035 billion due 2019. Amounts borrowed under the term loan bear interest at either LIBOR or base rate, based on Sunoco LP’s election for each interest period, plus an applicable margin. The proceeds were used to fund a portion of the ETP dropdown and to pay fees and expenses incurred in connection with the ETP dropdown and the term loan. In December, 2016, Sunoco LP entered into an amendment to the term loan to, among other matters, increase the maximum applicable margin for LIBOR rate loans, increase the maximum ratio of funded debt, and add new obligations to maintain a maximum ratio of secured funded debt to EBITDA of the Sunoco LP. As of December 31, 2016, the balance on the term loan was $1.24 billion. In January 2017, Sunoco LP entered into a limited waiver to its term loan, under which the agents and lenders party thereto waived and deemed remedied the miscalculations of Sunoco LP’s leverage ratio as set forth in its previously delivered compliance certificates and the resulting failure to pay incremental interest owed under the term loan.
In April 2016, Sunoco LP issued $800 million aggregate principal amount of the 7.6%6.25% Senior Notes due 2024, 89%2021. The net proceeds of $789 million were used to repay a portion of the principal amount of the 8.25% Senior Notes due 2029borrowings under its term loan facility.
Subsidiary Credit Facilities and 91% of the principal amount of the Junior Subordinated Notes due 2066.  These notes were exchanged for new notes issued by ETP with the same coupon rates and maturity dates.  In conjunction with this transaction, Southern Union entered into intercompany notes payable to ETP, which provide for the reimbursement by Southern Union of ETP’s payments under the newly issued notes.
Credit FacilitiesCommercial Paper
ETP Credit Facility
The ETP Credit Facility allows for borrowings of up to $2.5$3.75 billion and expires in October 2017.matures on November 18, 2019. The indebtedness under the ETP Credit Facility is unsecured and not guaranteed by any of ETP’s subsidiaries and has equal rights to holders of ETP’s current and future unsecured debt. The indebtedness under the ETP Credit Facility has the same priority of payment as our other current and future unsecured debt.
ETP uses the ETP Credit Facility to provide temporary financing for its growth projects, as well as for general partnership purposes. ETP typically repays amounts outstanding under the ETP Credit Facility with proceeds from common unit offerings or long-term notes offerings. The timing of borrowings depends on ETP’s activities and the cash available to fund those activities. The repayments of amounts outstanding under the ETP Credit Facility depend on multiple factors, including market conditions and expectations of future working capital needs, and ultimately are a financing decision made by management. Therefore, the balance outstanding under the ETP Credit Facility may vary significantly between periods. ETP does not believe that such fluctuations indicate a significant change in its liquidity position, because it expects to continue to be able to repay amounts outstanding under the ETP Credit Facility with proceeds from common unit offerings or long-term note offerings.
In November 2013, ETP amendedAs of December 31, 2016, the ETP Credit Facility to, among other things, (i) extend the maturity date for one additional year to October 2017, (ii) remove the restriction prohibiting unrestricted subsidiaries from owning debt or equity interests in ETP or any restricted subsidiaries of ETP, (iii) amend the covenant limiting fundamental changes to remove the restrictions on mergers or other consolidations of restricted subsidiaries of ETP and to permit ETP to merge with another person and not be the surviving entity provided certain requirements are met, and (iv) amend certain other provisions more specifically set forth in the amendment.
As of December 31, 2013, ETP had a balance of $65 million$2.78 billion outstanding, under the ETP Credit Facility and the amount available for future borrowingborrowings was $2.34 billion$813 million taking into account letters of credit of $93$160 million. and commercial paper of $777 million. The weighted average interest rate on the total amount outstanding as of December 31, 20132016 was 1.67%2.20%.
Regency Revolving Credit Facility
The Regency Credit Facility has aggregate revolving commitments of $1.20 billion, with a $300 million incremental facility. The maturity date of the Regency Credit Facility is May 21, 2018.
The outstanding balance of revolving loans under the Regency Credit Facility bears interest at LIBOR plus a margin or an alternate base rate. The alternate base rate used to calculate interest on base rate loans will be calculated using the greater of a base rate, a federal funds effective rate plus 0.50% and an adjusted one-month LIBOR rate plus 1.00%. The applicable margin ranges from 0.625% to 1.50% for base rate loans and 1.625% to 2.50% for Eurodollar loans.

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Regency pays (i) a commitment fee ranging between 0.30% and 0.45% per annum for the unused portion of the revolving loan commitments; (ii) a participation fee for each revolving lender participating in letters of credit ranging between 1.625% and 2.50% per annum of the average daily amount of such lender’s letter of credit exposure and; (iii) a fronting fee to the issuing bank of letters of credit equal to 0.20% per annum of the average daily amount of its letter of credit exposure. In December 2011, Regency amended its credit facility to allow for additional investments in its joint ventures.
As of December 31, 2013, Regency had a balance outstanding of $510 million under the Regency Credit Facility in revolving credit loans and approximately $14 million in letters of credit. The total amount available under the Regency Credit Facility, as of December 31, 2013, which is reduced by any letters of credit, was approximately $676 million. The weighted average interest rate on the total amount outstanding as of December 31, 2013 was 2.17%.
Southern Union Credit Facilities
Proceeds from the SUGS Contribution were used to repay borrowings under the Southern Union Credit Facility and the facility was terminated during 2013.
Sunoco Logistics Credit Facilities
In November 2013, Sunoco Logistics replaced its existing $350 million and $200 million unsecured credit facilities withmaintains a new $1.50$2.50 billion unsecured revolving credit facilityagreement (the “$1.50 billion“Sunoco Logistics Credit Facility”)., which matures in March 2020. The $1.50 billionSunoco Logistics Credit Facility contains an accordion feature, under which the total aggregate commitment may be extendedincreased to $2.25$3.25 billion under certain conditions. Outstanding borrowings under the $350 million and $200 million credit facilities of $119 million at December 31, 2012 were repaid during the first quarter of 2013.
The $1.50 billionSunoco Logistics Credit Facility which matures in November 2018, is available to fund Sunoco Logistics’ working capital requirements, to finance acquisitions and capital projects, to pay distributions and for general partnership purposes. The $1.50 billionSunoco Logistics Credit Facility bears interest at LIBOR or the Base Rate, based on Sunoco Logistics’ election for each interest period, plus an applicable margin. The credit facility may be prepaid at any time. OutstandingAs of December 31, 2016, the Sunoco Logistics Credit Facility had $1.29 billion of outstanding borrowings, under thiswhich included commercial paper of $50 million. The weighted average interest rate on the total amount outstanding as of December 31, 2016 was 1.76%.
In December 2016, Sunoco Logistics entered into an agreement for a 364-day maturity credit facility were $200("364-Day Credit Facility"), due to mature in December 2017, with a total lending capacity of $1.00 billion, including a $630 million at term loan. The terms of the 364-Day Credit Facility are similar to those of the $2.50 billion Sunoco Logistics Credit Facility, including limitations on the creation of indebtedness, liens and financial covenants. The 364-Day Credit Facility is expected to be terminated and repaid in connection with the completion of the ETP and Sunoco Logistics merger.
Bakken Credit Facility
In August 2016, ETP, Sunoco Logistics and Phillips 66 announced the completion of the project-level financing of the Dakota Access Pipeline and Energy Transfer Crude Oil Pipeline projects (collectively, the “Bakken Pipeline”). The $2.50 billion credit facility is anticipated to provide substantially all of the remaining capital necessary to complete the projects and matures in August

2019 (the “Bakken Credit Facility”). As of December 31, 20132016, $1.10 billion of outstanding borrowings. The weighted average interest rate on the total amount outstanding as of December 31, 2016 was 2.13%.
West Texas Gulf Pipe Line Company,Sunoco LP Credit Facility
Sunoco LP maintains a subsidiary$1.50 billion revolving credit agreement (the “Sunoco LP Credit Facility”), which was amended in April 2015 from the initially committed amount of $1.25 billion and matures in September 2019. As of December 31, 2016, the Sunoco Logistics, hasLP Credit Facility had $1.00 billion of outstanding borrowings. In January 2017, Sunoco LP entered into a $35 millionlimited waiver to its revolving credit facility, under which expiresthe agents and lenders party thereto waived and deemed remedied the miscalculations of Sunoco LP’s leverage ratio as set forth in its previously delivered compliance certificates and the resulting failure to pay incremental interest owed under the revolving credit facility.
PennTex Revolving Credit Facility
April 2015On December 19, 2014, PennTex entered into a senior secured revolving credit facility with Royal Bank of Canada, as administrative agent, and a syndicate of lenders that became effective upon the closing of PennTex’s initial public offering and matures in December 2019 (the “PennTex Revolving Credit Facility”). The facilityagreement provides for a $275 million commitment that is availableexpandable up to fund West Texas Gulf’s$400 million under certain conditions. The funds have been used for general corporate purposes, including working capital andthe funding of capital expenditures. Outstanding borrowings underPennTex’s assets have been pledged as collateral for this credit facility were $35 million at facility.
As of December 31, 20132016, PennTex had $106 million of available borrowing capacity under the PennTex Revolving Credit Facility. As of December 31, 2016, the weighted average interest rate on outstanding borrowings was 2.90%.
Covenants Related to Our Credit Agreements
Covenants Related to the Parent Company
The ETE Term Loan Facility and ETE Revolving Credit Facility contain customary representations, warranties, covenants, and events of default, including a change of control event of default and limitations on incurrence of liens, new lines of business, merger, transactions with affiliates and restrictive agreements.
The ETE Term Loan Facility and ETE Revolving Credit Facility contain financial covenants as follows:
Maximum Leverage Ratio – Consolidated Funded Debt (as defined therein) of the Parent Company (as defined) to EBITDA (as defined in the agreements)therein) of the Parent Company of not more than 6.0 to 1, with a permitted increase to 77.0 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.
Covenants Related to ETP Credit Agreements

The agreements relating to the ETP Senior Notessenior notes contain restrictive covenants customary for an issuer with an investment-grade rating from the rating agencies, which covenants include limitations on liens and a restriction on sale-leaseback transactions
The credit agreement relating to the ETP Credit Facility contains covenants that limit (subject to certain exceptions) ETP’s and certain of ETP’s subsidiaries’ ability to, among other things:
incur indebtedness;
grant liens;
enter into mergers;
dispose of assets;

84


make certain investments;
make Distributions (as defined in such credit agreement)the ETP Credit Facility) during certain Defaults (as defined in such credit agreement)the ETP Credit Facility) and during any Event of Default (as defined in such credit agreement);
engage in business substantially different in nature than the business currently conducted by ETP and its subsidiaries;
engage in transactions with affiliates; and
enter into restrictive agreements.

The credit agreement relating to the ETP Credit Facility also contains a financial covenant that provides that the Leverage Ratio, as defined in the ETP Credit Facility, shall not exceed 5.0 to 1 as of the end of each quarter, with a permitted increase to 5.5 to 1 during a Specified Acquisition Period, as defined in the ETP Credit Facility.
The agreements relating to the Transwestern senior notes contain certain restrictions that, among other things, limit the incurrence of additional debt, the sale of all or substantially all assets and the payment of dividends and specify a maximum debt to capitalization ratio.
Covenants RelatedFailure to Regency Credit Agreements
The Regency Senior Notes containcomply with the various restrictive and affirmative covenants that limit, among other things, Regency’sof our revolving credit facilities could require us to pay debt balances prior to scheduled maturity and could negatively impact the Operating Companies’ ability and the ability of certain of its subsidiaries, to:
to incur additional indebtedness;
debt and/or our ability to pay distributions on, or repurchase or redeem equity interests;
make certain investments;
incur liens;
enter into certain types of transactions with affiliates; and
sell assets, consolidate or merge with or into other companies.
If the Regency Senior Notes achieve investment grade ratings by both Moody’s and S&P and no default or event of default has occurred and is continuing, Regency will no longer be subject to many of the foregoing covenants. The Regency Credit Facility contains the following financial covenants:
Regency’s consolidated EBITDA ratio for any preceding four fiscal quarter period, as defined in the credit agreement governing the Regency Credit Facility, must not exceed 5.00 to 1.
Regency’s consolidated EBITDA to consolidated interest expense, as defined in the credit agreement governing the Regency Credit Facility, must be greater than 2.50 to 1.
Regency’s consolidated senior secured leverage ratio for any preceding four fiscal quarter period, as defined in the credit agreement governing the Regency Credit Facility, must not exceed 3.25 to 1.
The Regency Credit Facility also contains various covenants that limit, among other things, the ability of Regency and RGS to:
incur indebtedness;
grant liens;
enter into sale and leaseback transactions;
make certain investments, loans and advances;
dissolve or enter into a merger or consolidation;
enter into asset sales or make acquisitions;
enter into transactions with affiliates;

85


prepay other indebtedness or amend organizational documents or transaction documents (as defined in the credit agreement governing the Regency Credit Facility);
issue capital stock or create subsidiaries; or
engage in any business other than those businesses in which it was engaged at the time of the effectiveness of the Regency Credit Facility or reasonable extensions thereof.distributions.
Covenants Related to Southern Union Credit AgreementsPanhandle
Southern UnionPanhandle is not party to any lending agreement that would accelerate the maturity date of any obligation due to a failure to maintain any specific credit rating, nor would a reduction in any credit rating, by itself, cause an event of default under any of Southern Union’sPanhandle’s lending agreements. Financial covenants exist in certain of the Southern Union’sPanhandle’s debt agreements.agreements that require Panhandle to maintain a certain level of net worth, to meet certain debt to total capitalization ratios and to meet certain ratios of earnings before depreciation, interest and taxes to cash interest expense. A failure by Southern UnionPanhandle to satisfy any such covenant would give rise to an event of default under the associated debt, which could become immediately due and payable if Southern UnionPanhandle did not cure such default within any permitted cure period or if Southern UnionPanhandle did not obtain amendments, consents or waivers from its lenders with respect to such covenants.
Southern Union’sPanhandle’s restrictive covenants include restrictions on debt levels, restrictions on liens securing debt and guarantees, restrictions on mergers and on the sales of assets, capitalization requirements, dividend restrictions, cross default and cross-acceleration and prepayment of debt provisions. A breach of any of these covenants could result in acceleration of Southern Union’sPanhandle’s debt and other financial obligations and that of its subsidiaries.
In addition, Southern UnionPanhandle and/or its subsidiaries are subject to certain additional restrictions and covenants. These restrictions and covenants include limitations on additional debt at some of its subsidiaries; limitations on the use of proceeds from borrowing at some of its subsidiaries; limitations, in some cases, on transactions with its affiliates; limitations on the incurrence of liens; potential limitations on the abilities of some of its subsidiaries to declare and pay dividends and potential limitations on some of its subsidiaries to participate in Southern Union’sPanhandle’s cash management program; and limitations on Southern Union’sPanhandle’s ability to prepay debt.
Covenants RelatedForward-Looking Statements
Certain matters discussed in this report, excluding historical information, as well as some statements by Energy Transfer Equity, L.P. (the “Partnership” or “ETE”) in periodic press releases and some oral statements of the Partnership’s officials during presentations about the Partnership, include forward-looking statements. These forward-looking statements are identified as any statement that does not relate strictly to Sunoco Logistics
Sunoco Logistics’ $350 millionhistorical or current facts. Statements using words such as “anticipate,” “project,” “expect,” “plan,” “goal,” “forecast,” “estimate,” “intend,” “continue,” “could,” “believe,” “may,” “will” or similar expressions help identify forward-looking statements. Although the Partnership and $200 million credit facilities contain various covenants limiting its abilityGeneral Partner believe such forward-looking statements are based on reasonable assumptions and current expectations and projections about future events, no assurance can be given that such assumptions, expectations or projections will prove to incur indebtedness; grant certain liens; make certain loans, acquisitions and investments; make any material change to the nature of its business; or enter into a merger or sale of assets, including the sale or transfer of interests in its subsidiaries. The credit facilities also limit Sunoco Logistics, on a rolling four-quarter basis,be correct. Forward-looking statements are subject to a maximum total consolidated debtvariety of risks, uncertainties and assumptions. If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, the Partnership’s actual results may vary materially from those anticipated, estimated, projected, forecasted, expressed or expected in forward-looking statements since many of the factors that determine these results are subject to consolidated EBITDA ratio, as defineduncertainties and risks that are difficult to predict and beyond management’s control. For additional discussion of risks, uncertainties and assumptions, see “Item 1.A Risk Factors” included in this annual report.
Definitions
The following is a list of certain acronyms and terms generally used in the underlying credit agreements, of energy industry and throughout this document:5.0 to 1, which can generally be increased to 5.5 to 1 during an acquisition period. Sunoco Logistics’ ratio of total consolidated debt, excluding net unamortized fair value adjustments, to consolidated Adjusted EBITDA was 2.8 to 1 at December 31, 2013, as calculated in accordance with the credit agreements.
The $35 million credit facility limits West Texas Gulf, on a rolling four-quarter basis, to a minimum fixed charge coverage ratio, as defined in the underlying credit agreement. The ratio for the fiscal quarter ending December 31, 2013 shall not be less than 1.00 to 1. The minimum ratio fluctuates between 0.80 to 1 and 1.00 to 1 throughout the term of the revolver as specified in the credit agreement. In addition, the credit facility limits West Texas Gulf to a maximum leverage ratio of 2.00 to 1. West Texas Gulf’s fixed charge coverage ratio and leverage ratio were 1.12 to 1 and 0.88 to 1, respectively, at December 31, 2013.
Compliance with our Covenants
/dper day
AlohaAloha Petroleum, Ltd
AmeriGasAmeriGas Partners, L.P.
AOCIaccumulated other comprehensive income (loss)
AROsasset retirement obligations
Bblsbarrels
Bcfbillion cubic feet
BtuBritish 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
Capacitycapacity 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
CitrusCitrus, LLC which owns 100% of FGT
CrossCountryCrossCountry Energy, LLC
DOEU.S. Department of Energy
DOTU.S. Department of Transportation
Eagle RockEagle Rock Energy Partners, L.P.
ELGEdwards Lime Gathering, LLC
EPAU.S. Environmental Protection Agency
ETC FEPETC Fayetteville Express Pipeline, LLC
ETC MEPETC Midcontinent Express Pipeline, L.L.C.
ETC OLPLa Grange Acquisition, L.P., which conducts business under the assumed name of Energy Transfer Company
ETGEnergy Transfer Group, L.L.C.
ETE HoldingsETE Common Holdings, LLC, a wholly-owned subsidiary of ETE
ET InterstateEnergy Transfer Interstate Holdings, LLC
ET RoverET Rover Pipeline LLC
We are required to assess compliance quarterly and were in compliance with all requirements, limitations, and covenants relating to ETE’s and its subsidiaries’ debt agreements as of December 31, 2013.
Each of the agreements referred to above are incorporated herein by reference to our, ETP’s and Regency’s reports previously filed with the SEC under the Exchange Act. See “Item 1. Business – SEC Reporting.”
Contingent Residual Support Agreement – AmeriGas
In order to finance the cash portion of the purchase price of the Propane Business described in Note 6 to our consolidated financial statements, AmeriGas Finance LLC (“Finance Company”), a wholly-owned subsidiary of AmeriGas, issued $550 million in aggregate principal amount of 6.75% Senior Notes due 2020 and $1.0 billion in aggregate principal amount of 7.00% Senior Notes due 2022. AmeriGas borrowed $1.5 billion of the proceeds of the Senior Notes issuance from Finance Company through an intercompany borrowing having maturity dates and repayment terms that mirror those of the Senior Notes (the “Supported Debt”).

86iii


In connection with the closing of the contribution of the Propane Business, ETP entered into a Contingent Residual Support Agreement with AmeriGas, Finance Company, AmeriGas Finance Corp. and UGI Corp., pursuant to which ETP will provide contingent, residual support of the Supported Debt.
PEPL Holdings Guarantee of Collection
In connection with the SUGS Contribution, Regency issued $600 million of 4.50% Senior Notes due 2023(the “Regency Debt”), the proceeds of which were used by Regency to fund the cash portion of the consideration, as adjusted, and pay certain other expenses or disbursements directly related to the closing of the SUGS Contribution. In connection with the closing of the SUGS Contribution on April 30, 2013, Regency entered into an agreement with PEPL Holdings, a subsidiary of Southern Union, pursuant to which PEPL Holdings provided a guarantee of collection (on a nonrecourse basis to Southern Union) to Regency and Regency Energy Finance Corp. with respect to the payment of the principal amount of the Regency Debt through maturity in 2023. In connection with the completion of the Panhandle Merger, in which PEPL Holdings was merged with and into Panhandle, the guarantee of collection for the Regency Debt was assumed by Panhandle.
Contractual Obligations
The following table summarizes our long-term debt and other contractual obligations as of December 31, 2013:
  Payments Due by Period
Contractual Obligations Total 
Less Than 1
Year
 1-3 Years 3-5 Years More Than 5 Years
Long-term debt $22,898
 $812
 $1,422
 $3,196
 $17,468
Interest on long-term debt(1)
 15,921
 1,263
 2,340
 2,154
 10,164
Payments on derivatives 74
 35
 39
 
 
Purchase commitments(2)
 25,704
 12,389
 7,883
 2,175
 3,257
Transportation, natural gas storage and fractionation contracts 122
 33
 48
 37
 4
Operating lease obligations 813
 83
 153
 123
 454
Distributions and redemption of preferred units of a subsidiary(3)
 100
 3
 7
 7
 83
Other 246
��77
 89
 56
 24
Total(4)
 $65,878
 $14,695
 $11,981
 $7,748
 $31,454

(1)
ETP
Interest payments on long-term debt are based on the principal amount of debt obligations as of December 31, 2013. With respect to variable rate debt, the interest payments were estimated using the interest rate as of December 31, 2013. 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.
Energy Transfer Partners, L.P.
(2)
We define
ETP Credit FacilityETP’s $3.75 billion revolving credit facility
ETP GPEnergy Transfer Partners GP, L.P., the general partner of ETP
ETP HoldcoETP Holdco Corporation
ETP LLCEnergy Transfer Partners, L.L.C., the general partner of ETP GP
ETP Preferred UnitsETP’s Series A Convertible Preferred Units,
Exchange ActSecurities Exchange Act of 1934
FDOT/FTEFlorida Department of Transportation, Florida’s Turnpike Enterprise
FEPFayetteville Express Pipeline LLC
FERCFederal Energy Regulatory Commission
FGTFlorida Gas Transmission Company, LLC, which owns a purchase commitment as an agreementnatural gas pipeline system that originates in Texas and delivers natural gas 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, 2013 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 shownFlorida peninsula
GAAPaccounting principles generally accepted in the table represent estimated payment obligations under these contracts for the periods indicated. Approximately $5.72 billionUnited States of total purchase commitments relate to production from PES.
America
(3)
Assumes the outstanding Regency Preferred Units are redeemed for cash on September 2, 2029.
(4)
General Partner
Excludes net non-current deferred tax liabilitiesLE GP, LLC, the general partner of $3.87 billion due to uncertaintyETE
HPCRIGS Haynesville Partnership Co. and its wholly-owned subsidiary, Regency Intrastate Gas LP
HOLPHeritage Operating, L.P.
HooverHoover Energy Partners, LP
IDRsincentive distribution rights
KMIKinder Morgan Inc.
Lake Charles LNGLake Charles LNG Company, LLC
LCLLake Charles LNG Export Company, LLC
LIBORLondon Interbank Offered Rate
LNGliquefied natural gas
LNG HoldingsLake Charles LNG Holdings, LLC
LPGliquefied petroleum gas
Lone StarLone Star NGL LLC
MACSMid-Atlantic Convenience Stores, LLC
MEPMidcontinent Express Pipeline LLC
MLP MergerThe merger of Sunoco Logistics with and into ETP, with ETP surviving the timingmerger as a wholly owned subsidiary of future cash flows forSunoco Logistics
MMBtumillion British thermal units
MMcfmillion cubic feet
MTBEmethyl tertiary butyl ether
NGANatural Gas Act of 1938
NGPANatural Gas Policy Act of 1978
NGLnatural gas liquid, such liabilities.as propane, butane and natural gasoline
NYMEXNew York Mercantile Exchange
NYSENew York Stock Exchange
OSHAFederal Occupational Safety and Health Act
OTCover-the-counter

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Cash Distributions
Cash Distributions Paid by the Parent Company
Under the Parent Company Partnership Agreement, the Parent Company will distribute all of its Available Cash, as defined, within 50 days following the end of each fiscal quarter. Available cash generally means, with respect to any quarter, all cash on hand at the end of such quarter less the amount of cash reserves that are necessary or appropriate in the reasonable discretion of the General Partner that is necessary or appropriate to provide for future cash requirements.
Distributions paid are as follows:
Quarter Ended           Record Date  Payment Date  Rate
Year Ended December 31, 2013November 4, 2013 November 19, 2013 $0.33625
 August 5, 2013 August 19, 2013 0.32750
 May 6, 2013 May 17, 2013 0.32250
 February 7, 2013 February 19, 2013 0.31750
      
Year Ended December 31, 2012November 6, 2012 November 16, 2012 $0.31250
 August 6, 2012 August 17, 2012 0.31250
 May 4, 2012 May 18, 2012 0.31250
 February 7, 2012 February 17, 2012 0.31250
      
Year Ended December 31, 2011November 4, 2011 November 18, 2011 $0.31250
 August 5, 2011 August 19, 2011 0.31250
 May 6, 2011 May 19, 2011 0.28000
 February 7, 2011 February 18, 2011 0.27000
PanhandlePanhandle Eastern Pipe Line Company, LP and its subsidiaries
PCBspolychlorinated biphenyls
PEPLPanhandle Eastern Pipe Line Company, LP
PennTexPennTex Midstream Partners, LP
PESPhiladelphia Energy Solutions
PHMSAPipeline Hazardous Materials Safety Administration
PropCoSusser Petroleum Property Company LLC
PVRPVR Partners, L.P.
RIGSRegency Intrastate Gas System
RGSRegency Gas Services, a wholly-owned subsidiary of Regency
Ranch JVRanch Westex JV LLC
RegencyRegency Energy Partners LP
Regency Preferred UnitsRegency’s Series A Convertible Preferred Units, the Preferred Units of a Subsidiary
Retail HoldingsETP Retail Holdings LLC, an indirect wholly-owned subsidiary of ETP
Sea RobinSea Robin Pipeline Company, LLC
SECSecurities and Exchange Commission
Southern UnionSouthern Union Company
Southwest GasPan Gas Storage, LLC
Sunoco GPSunoco GP LLC, the general partner of Sunoco LP
Sunoco LogisticsSunoco Logistics Partners L.P.
Sunoco LPSunoco LP (previously named Susser Petroleum Partners, LP)
Sunoco PartnersSunoco Partners LLC, the general partner of Sunoco Logistics
SusserSusser Holdings Corporation
TCEQTexas Commission on Environmental Quality
TranswesternTranswestern Pipeline Company, LLC
TRRCTexas Railroad Commission
TrunklineTrunkline Gas Company, LLC, a subsidiary of Panhandle
WMBThe Williams Companies, Inc.
WPZWilliams Partners, L.P.
WTIWest Texas Intermediate Crude
On January 28, 2014,Adjusted EBITDA is a term used throughout this document, which we define as earnings before interest, taxes, depreciation, depletion, amortization and other non-cash items, such as non-cash compensation expense, gains and losses on disposals of assets, the Parent Company declared a cash distributionallowance for equity funds used during construction, unrealized gains and losses on commodity risk management activities, non-cash impairment charges, losses on extinguishments of debt and other non-operating income or expense items. Unrealized gains and losses on commodity risk management activities include unrealized gains and losses on commodity derivatives and inventory fair value adjustments (excluding lower of cost or market adjustments). Adjusted EBITDA reflects amounts for less than wholly-owned subsidiaries based on 100% of the three months ended December 31, 2013subsidiaries’ results of $0.34625 per Common Unit, or $1.39 annualized. We paid this distributionoperations and for unconsolidated affiliates based on February 19, 2014 to Unitholders of record at the close of business on February 7, 2014.Partnership’s proportionate ownership.
The total amounts of distributions declared during the periods presented (all from Available Cash from the Parent Company’s operating surplus and are shown in the period to which they relate) are as follows:

 Years Ended December 31,
 2013 2012 2011
Limited Partners$748
 $703
 $543
General Partner interest2
 1
 2
Total Parent Company distributions$750
 $704
 $545

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Cash Distributions Received byPART I

ITEM 1.  BUSINESS
Overview
We were formed in September 2002 and completed our initial public offering in February 2006. We are a Delaware limited partnership with common units publicly traded on the Parent CompanyNYSE under the ticker symbol “ETE.”
Unless the context requires otherwise, references to “we,” “us,” “our,” the “Partnership” and “ETE” mean Energy Transfer Equity, L.P. and its consolidated subsidiaries, which include ETP, ETP GP, ETP LLC, Panhandle (or Southern Union prior to its merger into Panhandle in January 2014), PennTex, Sunoco Logistics, Sunoco LP, and Lake Charles LNG. References to the “Parent Company” mean Energy Transfer Equity, L.P. on a stand-alone basis.
In January 2014 and July 2015, the Partnership completed two-for-one splits of its outstanding common units. All references to units and per unit amounts in this document have been adjusted to reflect the effect of the unit splits for all periods presented.
The Parent Company’s principal sources of cash available for distributions is primarily generatedflow are derived from its direct and indirect investments in the limited partner and general partner interests in ETP and Regency. Effective withSunoco LP, both of which are publicly traded master limited partnerships engaged in diversified energy-related services, and the Parent Company’s acquisitionPartnership’s ownership of 100% of Trunkline LNG on February 19, 2014, Trunkline LNG’s wholly-owned subsidiaries also contribute to the Parent Company’s cash available for distributions. Subsequent to that transaction,Lake Charles LNG.
At December 31, 2016, our interests in ETP and Regency consistSunoco LP consisted of 100% of the respective general partner interests and IDRs, as well as the following:
 ETP Regency 
Units held by wholly-owned subsidiaries:    
Common units30.8
(1) 
26.3
 
ETP Class H units50.2
 
 
Units held by less than wholly-owned subsidiaries:    
Common units
 31.4
 
Regency Class F units
 6.3
 
(1)
On February 19, 2014, ETE closed on its acquisition of TLNG from ETP in exchange for the redemption by ETP of 18.71approximately 2.6 million ETP common units held by ETE. This amount represents the ETP common units owned through wholly-owned subsidiaries subsequent to the transaction.
As the holder of ETP’s and Regency’s IDRs, the Parent Company is entitled to an increasing share of ETP’s and Regency’s total distributions above certain target levels. The following table summarizes the target levels (as a percentage of total distributions on common units, IDRs and the general partner interest). The percentage reflected in the table includes only the percentage related to the IDRs and excludes distributions to which the Parent Company would also be entitled through its direct or indirect ownership of (i) ETP’s general partner interest, Class H units and a portion of the outstanding ETP common units and (ii) Regency’sapproximately 81.0 million ETP Class H units. We also own 0.1% of Sunoco Partners LLC, the entity that owns the general partner interest and a portionIDRs of Sunoco Logistics, while ETP owns the outstanding Regency common units.
 Percentage of Total Distributions to IDRs Quarterly Distribution Rate Target Amounts
  ETP Regency
Minimum quarterly distribution—% $0.25 $0.35
First target distribution—% $0.25 to $0.275 $0.35 to $0.4025
Second target distribution13% $0.275 to $0.3175 $0.4025 to $0.4375
Third target distribution23% $0.3175 to $0.4125 $0.4375 to $0.5250
Fourth target distribution48% Above $0.4125 Above $0.5250

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The total amount of distributionsSunoco Partners LLC. Additionally, ETE owns 100 ETP Class I Units, the Parent Company received from ETP and Regency relating to its limited partner interests, general partner interest and incentive distributions (shown in the period to which they relate) for the periods ended as noted below is as follows:
 Years Ended December 31,
 2013 2012 2011
Distributions from ETP:     
Limited Partners$268
 $180
 $180
Class H Units held by ETE Holdings105
 
 
General Partner interest20
 20
 20
Incentive distributions701
 529
 422
Incentive distribution relinquishments related to previous transactions(199) (90) 
Total distributions from ETP895
 639
 622
Distributions from Regency:     
Limited Partners48
 48
 48
General Partner interest5
 5
 5
Incentive distributions12
 8
 6
Incentive distribution relinquishments related to previous transaction(3) 
 
Total distributions from Regency62
 61
 59
Total distributions received from subsidiaries$957
 $700
 $681

The distributions reflected above for the year ended December 31, 2013 reflect incentive distribution reductions totaling $199 million, which includes four quarters of incentive distribution relinquishments related to the Citrus Merger, four quarters of incentive distribution relinquishments related to the Holdco Transaction and two quarters of incentive distribution relinquishments related to the Holdco Acquisition. The distributions reflected above for the year ended December 31, 2012 reflect incentive distribution reductions totaling $90 million, which includes four quarters of incentive distribution relinquishments related to the Citrus Merger and two quarters of incentive distribution relinquishments related to the Holdco Transaction.
Following are incentive distributions ETE has agreed to relinquish to ETP:
In conjunction with ETP’s Citrus Merger, ETE agreed to relinquish its rights to $220 million of incentive distributions from ETP that ETE would otherwise be entitled to receive over 16 consecutive quarters beginning with the distribution paid on May 15, 2012.
In conjunction with the Holdco Transaction in October 2012, ETE agreed to relinquish its right to $210 million of incentive distributions from ETP that ETE would otherwise be entitled to receive over 12 consecutive quarters beginning with the distribution paid on November 14, 2012.
As discussed in Note 3, in connection with the Holdco Acquisition on April 30, 2013, ETE also agreed to relinquish incentive distributions on the newly issued Common Units for the first eight consecutive quarters beginning with the distribution paid on August 14, 2013, and 50% of the incentive distributions for the following eight consecutive quarters.
In conjunction with Southern Union’s contributions of SUGS to Regency, ETE agreed to relinquish incentive distributions on the 31.4 million Regency Common Units issued for twenty-four months subsequent to the transaction closing.
In addition, the incremental distributions on the Class H Units were intended towhich offset a portion of the incentive distributionIDR subsidies ETE has previously granted by ETEprovided to ETP. In connection with the issuance of the ETP Class H Units, ETE and ETP also agreed to certain adjustments to the incremental distributions on the ETP Class H Units in order to ensure that the net impact of the incentive distribution subsidies (a portion of which is variable) and the incremental distributions on the ETP Class H Units
The Parent Company’s primary cash requirements are fixed amounts for each quarter for which the incentive distribution subsidies and incremental distributions on the ETP Class H Units are in effect.
In connection with the transfer of Trunkline LNG on February 19, 2014, ETE agreed to relinquish incentive distributions of $50 million, $50 million, $45 million, and $35 million during the years ending December 31, 2016, 2017, 2018 and 2019, respectively.

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Following is a summary of the net amounts by which these incentive distribution relinquishments and incremental distributions on Class H Units would reduce the total distributions that would potentially be made to ETE in future quarters:
  Quarters Ending  
  March 31 June 30 September 30 December 31 Total Year
2014 $26.5
 $26.5
 $26.5
 $26.5
 $106.0
2015 12.5
 12.5
 13.0
 13.0
 51.0
2016 18.0
 18.0
 18.0
 18.0
 72.0
2017 12.5
 12.5
 12.5
 12.5
 50.0
2018 11.25
 11.25
 11.25
 11.25
 45.0
2019 8.75
 8.75
 8.75
 8.75
 35.0
Cash Distributions Paid by ETP
ETP expects to use substantially all of its cash provided by operating and financing activities from its operating companies to provide distributions to its Unitholders. Under ETP’s partnership agreement, ETP will distributepartners, general and administrative expenses, debt service requirements and distributions to its partners within 45 dayspartners. The Parent Company-only assets and liabilities are not available to satisfy the debts and other obligations of subsidiaries. The Parent Company distributes its available cash remaining after satisfaction of the end of each calendar quarter, an amount equalaforementioned cash requirements to all of its Available Cash (as defined in ETP’s partnership agreement) for such quarter. Available Cash generally means,unitholders on a quarterly basis.
We expect our subsidiaries to utilize their resources, along with respectcash from their operations, to any quarter of ETP, all cash on hand atfund their announced growth capital expenditures and working capital needs; however, the end of such quarter less the amount of cash reserves established by ETP’s General Partner in its reasonable discretion that is necessaryParent Company may issue debt or appropriateequity securities from time to time, as we deem prudent to provide liquidity for future cash requirements. ETP’s commitment to its Unitholders is to distribute the increase in its cash flow while maintaining prudent reservesnew capital projects of our subsidiaries or for its operations.other partnership purposes.
Distributions paid by ETP are summarized as follows:
 Record Date  Payment Date  Rate
Year Ended December 31, 2013November 4, 2013 November 14, 2013 $0.90500
 August 5, 2013 August 14, 2013 0.89375
 May 6, 2013 May 15, 2013 0.89375
 February 7, 2013 February 14, 2013 0.89375
      
Year Ended December 31, 2012November 6, 2012 November 14, 2012 $0.89375
 August 6, 2012 August 14, 2012 0.89375
 May 4, 2012 May 15, 2012 0.89375
 February 7, 2012 February 14, 2012 0.89375
      
Year Ended December 31, 2011November 4, 2011 November 14, 2011 $0.89375
 August 5, 2011 August 15, 2011 0.89375
 May 6, 2011 May 16, 2011 0.89375
 February 7, 2011 February 14, 2011 0.89375
On January 28, 2014, ETP declared a cash distribution for the three months ended December 31, 2013 of $0.9200 per ETP Common Unit, or $3.68 annualized. ETP paid this distribution on February 14, 2014 to ETP Unitholders of record at the close of business on February 7, 2014.

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The total amounts of distributions declared during the periods presented (all from Available Cash from ETP’s operating surplus and are shown in the period to which they relate) are as follows (in millions):
 Years Ended December 31,
 2013 2012 2011
Limited Partners:     
  Common Units$1,273
 $963
 $762
  Class H Units105
 
 
General Partner interest20
 20
 20
IDRs701
 529
 422
IDR relinquishments related to previous transactions (1)
(199) (90) 
Total ETP distributions$1,900
 $1,422
 $1,204
(1)
In connection with certain prior transactions, the Parent Company has agreed to relinquish its rights to specified amounts of distribution payments for a limited period of time. See discussion above under “Cash Distributions Received by the Parent Company.”
Cash Distributions Paid by Sunoco Logistics
Sunoco Logistics is required by its partnership agreement to distribute all cash on hand at the end of each quarter, less appropriate reserves determined by its general partner.
Following are distributions declared and/or paid by Sunoco Logistics:
Quarter Ended Record Date Payment Date Rate
September 30, 2013 November 8, 2013 November 14, 2013 $0.63000
June 30, 2013 August 8, 2013 August 14, 2013 0.60000
March 31, 2013 May 9, 2013 May 15, 2013 0.57250
December 31, 2012 February 8, 2013 February 14, 2013 0.54500
On January 29, 2014, Sunoco Logistics declared a cash distribution for the three months ended December 31, 2013 of $0.6625 per common unit, or $2.65 annualized. Sunoco Logistics paid this distribution on February 14, 2014 to unitholders of record at the close of business on February 10, 2014.
The total amounts of Sunoco Logistics distributions declared during the period presented were as follows (all from Available Cash from Sunoco Logistics’ operating surplus and are shown in the period with respect to which they relate):
 Year Ended December 31, 2013
Limited Partners$255
General Partner interest4
Incentive distributions118
Total distributions declared$377
On January 24, 2013, Sunoco Logistics declared a cash distribution for the three months ended December 31, 2012 of $0.5450 per common unit, or $2.18 annualized. The $80 million distribution, including $23 million to the general partner, was paid on February 14, 2013 to unitholders of record at the close of business on February 8, 2013.
Cash Distributions Paid by Regency
Regency’s partnership agreement requires that Regency distribute all of its Available Cash to its Unitholders and its General Partner within 45 days after the end of each quarter to unitholders of record on the applicable record date, as determined by the general partner. The term Available Cash generally consists of all cash and cash equivalents on hand at the end of that quarter less the amount of cash reserves established by the general partner to: (i) provide for the proper conduct of the Partnership’s business; (ii) comply with applicable law, any debt instruments or other agreements; or (iii) provide funds for distributions to the unitholders

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and to the General Partner for any one or more of the next four quarters and plus, all cash on hand on that date of determination of available cash for the quarter resulting from working capital borrowings made after the end of the quarter for which the determination is being made.
Distributions paid by Regency since the date of acquisition are summarized as follows:
Quarter Ended  Record Date  Payment Date  Rate
September 30, 2013 November 4, 2013 November 14, 2013 $0.470
June 30, 2013 August 5, 2013 August 14, 2013 0.465
March 31, 2013 May 6, 2013 May 13, 2013 0.460
December 31, 2012 February 7, 2013 February 14, 2013 0.460
       
September 30, 2012 November 6, 2012 November 14, 2012 $0.460
June 30, 2012 August 6, 2012 August 14, 2012 0.460
March 31, 2012 May 7, 2012 May 14, 2012 0.460
December 31, 2011 February 6, 2012 February 13, 2012 0.460
       
September 30, 2011 November 7, 2011 November 14, 2011 $0.455
June 30, 2011 August 5, 2011 August 12, 2011 0.450
March 31, 2011 May 6, 2011  May 13, 2011  0.445
December 31, 2010 February 7, 2011  February 14, 2011  0.445
On January 28, 2014, Regency declared a cash distribution for the three months ended December 31, 2013 of $0.475 per Regency Common Unit, or $1.90 annualized. Regency paid this distribution on February 14, 2014 to Regency Unitholders of record at the close of business on February 7, 2014.
The total amounts of Regency distributions declared since the date of acquisition (all from Regency’s operating surplus and are shown in the period with respect to which they relate) are as follows:
 Years Ended December 31,
2013 2012
Limited Partners$390
 $314
General Partner Interest5
 5
Incentive Distribution Rights12
 8
IDR relinquishments related to previous transactions (1)
(3) 
Total Regency distributions$407
 $327
(1)
In connection with certain prior transactions, the Parent Company has agreed to relinquish its rights to specified amounts of distribution payments for a limited period of time. See discussion above under “Cash Distributions Received by the Parent Company.”
New Accounting Standards
None.
Estimates and Critical Accounting Policies
The selection and application of accounting policies is an important process that has developed as our business activities have evolved and as the accounting rules have developed. Accounting rules generally do not involve a selection among alternatives, but involve an implementation and interpretation of existing rules, and the use of judgment applied to the specific set of circumstances existing in our business. We make every effort to properly comply with all applicable rules on or before their adoption (when early adoption is permitted), and we believe the proper implementation and consistent application of the accounting rules are critical. Our critical accounting policies are discussed below. For further details on our accounting policies, see Note 2 to our consolidated financial statements.

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Organizational Structure
The following chart summarizes our organizational structure as of December 31, 2016. For simplicity, certain immaterial entities and ownership interests have not been depicted.



Significant Achievements in 2016 and Beyond
Strategic Transactions
Our significant strategic transactions in 2016 and beyond included the following, as discussed in more detail herein:
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 15.8 million newly issued ETP common units.
UseIn November 2016, ETP and Sunoco Logistics entered into a merger agreement providing for the acquisition of EstimatesETP by Sunoco Logistics in a unit-for-unit transaction. Under the terms of the transaction, ETP unitholders will receive 1.5 common units of Sunoco Logistics for each common unit of ETP they own. Under the terms of the merger agreement, Sunoco Logistics’ general partner will be merged with and into ETP GP, with ETP GP surviving as an indirect wholly-owned subsidiary of ETE. The transaction is expected to close in April 2017.
On November 1, 2016, ETP acquired certain interests in PennTex from various parties for total consideration of approximately $627 million in ETP units and cash. Through this transaction, ETP acquired a controlling financial interest in PennTex, whose assets complement ETP’s existing midstream footprint in northern Louisiana.
On October 12, 2016, Sunoco LP completed the acquisition of the convenience store, wholesale motor fuel distribution, and commercial fuels distribution business serving East Texas and Louisiana from Denny Oil Company (“Denny”) for approximately $55 million plus inventory on hand at closing, subject to closing adjustments. This acquisition includes six company owned and operated locations, six company-owned and dealer operated locations, wholesale fuel supply contracts for a network of independent dealer-owned and dealer-operated locations, and a commercial fuels business in the Eastern Texas and Louisiana markets. As part of the acquisition, Sunoco LP acquired 13 fee properties, which included the six company operated locations, six dealer operated locations and a bulk plant and an office facility.
In November 2016, Sunoco Logistics completed an acquisition from Vitol, Inc. (“Vitol”) of an integrated crude oil business in West Texas for $760 million plus working capital. The acquisition provides Sunoco Logistics with an approximately 2 million barrel crude oil terminal in Midland, Texas, a crude oil gathering and mainline pipeline system in the Midland Basin, including a significant acreage dedication from an investment-grade Permian producer, and crude oil inventories related to Vitol's crude oil purchasing and marketing business in West Texas. The acquisition also included the purchase of a 50% interest in SunVit Pipeline LLC ("SunVit"), which increased Sunoco Logistics' overall ownership of SunVit to 100%.
In February 2017, Sunoco Logistics formed Permian Express Partners LLC ("PEP"), a strategic joint venture, with ExxonMobil Corp. Sunoco Logistics contributed its Permian Express 1, Permian Express 2 and Permian Longview and Louisiana Access pipelines. ExxonMobil Corp. contributed its Longview to Louisiana and Pegasus pipelines; Hawkins gathering system; an idle pipeline in southern Oklahoma; and its Patoka, Illinois terminal. Sunoco Logistics’ ownership percentage is approximately 85%. Upon commencement of operations on the Bakken Pipeline, Sunoco Logistics will contribute its investment in the project, with a corresponding increase in its ownership percentage in PEP. Sunoco Logistics maintains a controlling financial and voting interest in PEP and is the operator of all of the assets. As such, PEP will be reflected as a consolidated subsidiary of Sunoco Logistics. ExxonMobil Corp.’s interest will be reflected as noncontrolling interest in Sunoco Logistics’ consolidated balance sheet.
On August 31, 2016, Sunoco LP acquired the fuels business (the "Fuels Business") from Emerge Energy Services LP (NYSE: EMES) ("Emerge") for $171million, inclusive of working capital and other adjustments. The Fuels Business comprises Dallas-based Direct Fuels LLC and Birmingham-based Allied Energy Company LLC, both wholly owned subsidiaries of Emerge, and engages in the processing of transmix and the distribution of refined fuels. As part of the acquisition, Sunoco LP acquired two transmix processing plants with attached refined product terminals. Combined, the plants can process over 10,000 barrels per day of transmix, and the associated terminals have over 800,000 barrels of storage capacity.
On August 2, 2016, Bakken Holdings Company LLC, an entity in which ETP indirectly owns a 60% membership interest and Sunoco Logistics indirectly owns a 40% membership interest, agreed to sell a 49% interest in its wholly-owned subsidiary, Bakken Pipeline Investments LLC, to MarEn Bakken Company LLC, an entity jointly owned by Marathon Petroleum Corporation and Enbridge Energy Partners, L.P. for $2.00 billion in cash. This transaction closed in February 2017. Bakken Pipeline Investments LLC indirectly owns a 75% interest in each of Dakota Access, LLC (“Dakota Access”) and Energy Transfer Crude Oil Company, LLC (“ETCO”). The preparationremaining 25% of financial statementseach of Dakota Access and ETCO is owned by wholly-owned subsidiaries of Phillips 66. ETP will continue to consolidate Dakota Access and ETCO subsequent to this transaction. Upon closing, ETP and Sunoco Logistics collectively own a 38.25% interest in conformitythe Dakota Access Pipeline and Energy Transfer Crude Oil Pipeline projects (collectively, the “Bakken Pipeline”) and MarEn Bakken Company owns 36.75% and Phillips 66 owns 25% in the Bakken Pipeline.

In August 2016, ETP, Sunoco Logistics and Phillips 66 announced the completion of the project-level financing of the Bakken Pipeline. The $2.50 billion credit facility is anticipated to provide substantially all of the remaining capital necessary to complete the projects. As of December 31, 2016, $1.10 billion was outstanding under this credit facility.
On June 22, 2016, Sunoco LP acquired 18 convenience stores serving the upstate New York market from Valentine Stores, Inc. (“Valentine”) for $76 million plus the value of inventory on hand at closing. The acquisition included 19 fee properties (of which 18 are company operated convenience stores and one is a standalone Tim Hortons), one leased Tim Hortons property, and three raw tracts of land in fee for future store development.
On May 2, 2016, Sunoco LP finalized an agreement with GAAP requires managementthe Indiana Toll Road Concession Company to make estimatesdevelop and assumptions operate 8 travel plazas along the 150-mile toll road. The agreement has a 20-year term with an estimated cost of $31 million. The first series of plaza reconstruction began in the third quarter of 2016, and the total construction period is expected to last two years.
On March 28, 2016, Sunoco LP entered into a Store Development Agreement with Dunkin’ Donuts to be the exclusive developer of Dunkin’ Donuts restaurants in the state of Hawaii for an initial term of eight years. We havecommitted to building and operating 15 Dunkin’ Donuts restaurants at an estimated cost of $20 million. We anticipatethat affectapproximately half the reported amountsrestaurants will be built on existing Aloha-controlled (convenience store/gas station) properties and half will be standalone restaurants developed on properties that will be acquired in the future.
In March 2016, ETP contributed to Sunoco LP its remaining 68.42% interest in Sunoco, LLC and 100% interest in the legacy Sunoco, Inc. retail business for $2.23 billion. Sunoco LP paid $2.20 billion in cash, including a working capital adjustment and issued 5.7 million Sunoco LP common units to Retail Holdings, a wholly-owned subsidiary of the Partnership. The transaction was effective January 1, 2016. In connection with this transaction, the Partnership deconsolidated the legacy Sunoco, Inc. retail business, including goodwill of $1.29 billion and intangible assets of $294 million. The results of Sunoco, LLC and the legacy Sunoco, Inc. retail business’ operations have not been presented as discontinued operations and Sunoco, Inc.’s retail business assets and liabilities have not been presented as held for sale in the Partnership’s consolidated financial statements.
Business Strategy
Our primary business objective is to increase cash available for distributions to our unitholders by actively assisting our subsidiaries in executing their business strategies by assisting in identifying, evaluating and pursuing strategic acquisitions and growth opportunities. In general, we expect that we will allow our subsidiaries the accrualfirst opportunity to pursue any acquisition or internal growth project that may be presented to us which may be within the scope of their operations or business strategies. In the future, we may also support the growth of our subsidiaries through the use of our capital resources, which could involve loans, capital contributions or other forms of credit support to our subsidiaries. This funding could be used for the acquisition by one of our subsidiaries of a business or asset or for an internal growth project. In addition, the availability of this capital could assist our subsidiaries in arranging financing for a project, reducing its financing costs or otherwise supporting a merger or acquisition transaction.
Segment Overview
Our reportable segments are as follows:
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 disclosure of contingent assets and liabilities atOther, including the dateactivities of the Parent Company.
The businesses within these segments are described below. See Note 15 to our consolidated financial statements for additional financial information about our reportable segments.
Investment in ETP
ETP’s operations include the following:
Intrastate Transportation and the reported amounts of revenues and expenses during the reporting period. TheStorage Operations
ETP’s natural gas industry conductstransportation pipelines receive natural gas from other mainline transportation pipelines, storage facilities and gathering systems and deliver the natural gas to industrial end-users, storage facilities, utilities and other pipelines. Through its business by processing actual transactions at the end of the month following the month of delivery. Consequently, the most current month’s financial results for the midstream, NGL and intrastate transportation and storage operations, are estimated using volume estimatesETP owns and market prices. Any differences between estimated results and actual results are recognized in the following month’s financial statements. Management believes that the operating results estimated for the year ended December 31, 2013 represent the actual results in all material respects.
Some of the other significant estimates made by management include, but are not limited to, the timing of certain forecasted transactions that are hedged, the fair value of derivative instruments, useful lives for depreciation and amortization, purchase accounting allocations and subsequent realizability of intangible assets, fair value measurements used in the goodwill impairment test, market value of inventory, assets and liabilities resulting from the regulated ratemaking process, contingency reserves and environmental reserves. Actual results could differ from those estimates.
Revenue Recognition.  Revenues for salesoperates approximately 7,900 miles of natural gas transportation pipelines with approximately 15.2 Bcf/d of transportation capacity and NGLs are recognized at the later of the time of delivery of the product to the customer or the time of sale. Revenues from service labor, transportation, treating, compression andthree natural gas processing, are recognized upon completion of the service. Transportation capacity payments are recognized when earnedstorage facilities located in the periodstate of

Texas. ETP also owns a 49.99% general partner interest in RIGS, a 450-mile intrastate pipeline that delivers natural gas from northwest Louisiana to downstream pipelines and markets.
Through ETC OLP, ETP owns the capacity is made available.
The results oflargest intrastate pipeline system in the United States with interconnects to Texas markets and to major consumption areas throughout the United States. ETP’s intrastate transportation and storage operations focus on the transportation of natural gas to major markets from various prolific natural gas producing areas through connections with other pipeline systems as well as through its Oasis pipeline, its East Texas pipeline, its natural gas pipeline and interstatestorage assets that are referred to as the ET Fuel System, and its HPL System, which are described below.
ETP’s intrastate transportation and storage operations results are determined primarily by the amount of capacity ETP’sits customers reserve as well as the actual volume of natural gas that flows through the transportation pipelines. Under transportation contracts, ETP customers are charged (i) a demand fee, which is a fixed fee for the reservation of an agreed amount of capacity on the transportation pipeline for a specified period of time and which obligates the customer to pay even if the customer does not transport natural gas on the respective pipeline, (ii) a transportation fee, which is based on the actual throughput of natural gas by the customer, (iii) fuel retention based on a percentage of gas transported on the pipeline, or (iv) a combination of the three, generally payable monthly. Excess fuel retained after consumption is typically valued at market prices.
ETP’s intrastate transportation and storage operationsETP also generategenerates revenues and margin from the sale of natural gas to electric utilities, independent power plants, local distribution companies, industrial end-users and other marketing companies on the HPL System. Generally, ETP purchases natural gas from the market, including purchases from the midstream marketing operations, and from producers at the wellhead.
In addition, ETP’s intrastate transportation and storage operations generate revenues and margin from fees charged for storing customers’ working natural gas in ourETP’s storage facilities.facilities and from managing natural gas for its own account.
Interstate Transportation and Storage Operations
ETP’s natural gas transportation pipelines receive natural gas from other mainline transportation pipelines, storage facilities and gathering systems and deliver the natural gas to industrial end-users, storage facilities, utilities and other pipelines. Through its interstate transportation and storage operations, ETP directly owns and operates approximately 11,800 miles of interstate natural gas pipelines with approximately 10.3 Bcf/d of transportation capacity and has a 50% interest in the joint venture that owns the 185-mile Fayetteville Express pipeline and the 500-mile Midcontinent Express pipeline. ETP also engagesowns a 50% interest in Citrus which owns 100% of FGT, an approximately 5,325 mile pipeline system that extends from South Texas through the Gulf Coast to South Florida.
ETP’s interstate transportation and storage operations include Panhandle, which owns and operates a large natural gas open-access interstate pipeline network.  The pipeline network, consisting of the Panhandle, Trunkline and Sea Robin transmission systems, serves customers in the Midwest, Gulf Coast and Midcontinent United States with a comprehensive array of transportation and storage services.  In connection with its natural gas pipeline transmission and storage systems, Panhandle has five natural gas storage transactionsfields located in Illinois, Kansas, Louisiana, Michigan and Oklahoma.  Southwest Gas operates four of these fields and Trunkline operates one.
ETP also owns a 50% interest in the MEP pipeline system, which is operated by KMI and has the capability to transport up to 1.8 Bcf/d of natural gas.
Gulf States is a small interstate pipeline that uses cost-based rates and terms and conditions of service for shippers wishing to secure capacity for interstate transportation service. Rates charged are largely governed by long-term negotiated rate agreements.
We are currently in the process of converting a portion of the Trunkline gas pipeline to crude oil transportation.
The results from ETP’s interstate transportation and storage operations are primarily derived from the fees ETP seeks to findearns from natural gas transportation and profit from pricing differences that occur over time utilizingstorage services.
Midstream Operations
The midstream natural gas industry is the Bammel storage reservoir. ETP purchases physicallink between the exploration and production of natural gas and the delivery of its components to end-use markets. The midstream industry consists of natural gas gathering, compression, treating, processing, storage and transportation, and is generally characterized by regional competition based on the proximity of gathering systems and processing plants to natural gas producing wells and the proximity of storage facilities to production areas and end-use markets.
The natural gas gathering process begins with the drilling of wells into gas-bearing rock formations. Once a well has been completed, the well is connected to a gathering system. Gathering systems generally consist of a network of small diameter pipelines and, if necessary, compression systems, that collects natural gas from points near producing wells and transports it to larger pipelines for further transportation.

Gathering systems are operated at design pressures that will maximize the total throughput from all connected wells. Specifically, lower pressure gathering systems allow wells, which produce at progressively lower field pressures as they age, to remain connected to gathering systems and to continue to produce for longer periods of time. As the pressure of a well declines, it becomes increasingly difficult to deliver the remaining production in the ground against a higher pressure that exists in the connecting gathering system. Field compression is typically used to lower the pressure of a gathering system. If field compression is not installed, then sells financial contracts atthe remaining production in the ground will not be produced because it cannot overcome the higher gathering system pressure. In contrast, if field compression is installed, then a price sufficient to cover ETP’s carrying costswell can continue delivering production that otherwise might not be produced.
Natural gas has a varied composition depending on the field, the formation and provide for a gross profit margin. ETP expects marginsthe reservoir from which it is produced. Natural gas from certain formations is higher in carbon dioxide, hydrogen sulfide or certain other contaminants. Treating plants remove carbon dioxide and hydrogen sulfide from natural gas storage transactionsto ensure that it meets pipeline quality specifications.
Some natural gas produced by a well does not meet the pipeline quality specifications established by downstream pipelines or is not suitable for commercial use and must be processed to remove the mixed NGL stream. In addition, some natural gas produced by a well, while not required to be higher duringprocessed, can be processed to take advantage of favorable margins for NGLs extracted from the periods from November to March of each year and lower duringgas stream. Natural gas processing involves the period from April through October of each year due to the increased demand for natural gas during colder weather. However, ETP cannot assure that management’s expectations will be fully realized in the future and in what time period, due to various factors including weather, availabilityseparation of natural gas into pipeline quality natural gas, or residue gas, and a mixed NGL stream.
Through its midstream operations, ETP owns and operates natural gas and NGL gathering pipelines, natural gas processing plants, natural gas treating facilities and natural gas conditioning facilities with an aggregate processing, treating and conditioning capacity of approximately 12.3 Bcf/d. ETP’s midstream operations focus on the gathering, compression, treating, blending, and processing, of natural gas and its operations are currently concentrated in regionsmajor producing basins and shales, including the Austin Chalk trend and Eagle Ford Shale in South and Southeast Texas, the Permian Basin in West Texas and New Mexico, the Barnett Shale and Woodford Shale in North Texas, the Bossier Sands in East Texas, the Marcellus Shale in West Virginia and Pennsylvania, and the Haynesville Shale in East Texas and Louisiana. Many of ETP’s midstream assets are integrated with our intrastate transportation and storage assets.
Our midstream operations also include a 60% interest in ELG, which we operate, competitive factorsoperates natural gas gathering, oil pipeline, and oil stabilization facilities in South Texas, a 33.33% membership interest in Ranch Westex JV LLC, which processes natural gas delivered from the NGLs-rich shale formations in West Texas, a 75% membership interest in ORS, which operates a natural gas gathering system in the energy industry,Utica shale in Ohio, and other issues.a 50% interest in Mi Vida JV, which operates a cryogenic processing plant and related facilities in West Texas, a 51% membership interest in Aqua – PVR, which transports and supplies fresh water to natural gas producers in the Marcellus shale in Pennsylvania, and a 50% interest in Sweeny Gathering LP, which operates a natural gas gathering facility in South Texas.
ResultsThe results from ETP’s midstream operations are determined primarily by the volumes ofderived from margins ETP earns for natural gas volumes that are gathered, compressed, treated, processed,transported, purchased and sold through ETP’s pipeline and gathering systems and the level of natural gas and NGL prices. ETP generates midstream revenuesvolumes processed at its processing and gross margins principally under fee-based ortreating facilities.
Liquids Transportation and Services Operations
NGL transportation pipelines transport mixed NGLs and other arrangements in which ETP receives a fee forhydrocarbons from natural gas gathering, compressing, treatingprocessing facilities to fractionation plants and storage facilities. NGL storage facilities are used for the storage of mixed NGLs, NGL products and petrochemical products owned by third parties in storage tanks and underground wells, which allow for the injection and withdrawal of such products at various times of the year to meet demand cycles.NGL fractionators separate mixed NGL streams into purity products, such as ethane, propane, normal butane, isobutane and natural gasoline.
ETP’s liquids transportation and services operations includes approximately 1,400 miles of NGL pipelines with an aggregate transportation capacity in excess of 1.5 million Bbls/d, five NGL and propane fractionation facilities with an aggregate capacity of 545,000 Bbls/d and NGL storage facilities with aggregate working storage capacity of approximately 53 million Bbls. Four of ETP’s NGL and propane fractionation facilities and 50 million Bbls of ETP’s NGL storage capacity are located at Mont Belvieu, Texas, one NGL fractionation facility is located in Geismar, Louisiana, and operations have 3 million Bbls of salt dome storage near Hattiesburg, Mississippi. The NGL pipelines primarily transport NGLs from the Permian and Delaware basins and the Barnett and Eagle Ford Shales to Mont Belvieu. In addition, ETP owns and operates the 82-mile Rio Bravo crude oil pipeline.
Liquids transportation revenue is principally generated from fees charged to customers under dedicated contracts or take-or-pay contracts. Under a dedicated contract, the customer agrees to deliver the total output from particular processing services. Theplants that are connected to the NGL pipeline. Take-or-pay contracts have minimum throughput commitments requiring the customer to pay regardless of whether a fixed volume is transported. Transportation fees are market-based, negotiated with customers and competitive with regional regulated pipelines.

NGL fractionation revenue earnedis principally generated from these arrangementsfees charged to customers under take-or-pay contracts. Take-or-pay contracts have minimum payment obligations for throughput commitments requiring the customer to pay regardless of whether a fixed volume is directly related tofractionated from raw make into purity NGL products. Fractionation fees are market-based, negotiated with customers and competitive with other fractionators along the Gulf Coast.
NGL storage revenues are derived from base storage fees and throughput fees. Base storage fees are firm take or pay contracts on the volume of natural gascapacity reserved, regardless of the capacity actually used. Throughput fees are charged for providing ancillary services, including receipt and delivery and custody transfer fees.
These operations also includes revenues earned from the marketing of NGLs and processing and fractionating refinery off-gas. Marketing of NGLs primarily generates margin from selling ratable NGLs to end users and from optimizing storage assets. Processing and fractionation of refinery off-gas margin is generated from a percentage-of-proceeds of O-grade product sales and income sharing contracts, which are subject to market pricing of olefins and NGLs.
ETP’s Investment in Sunoco Logistics
ETP’s interests in Sunoco Logistics consist of 67.1 million Sunoco Logistics common units and 9.4 million Sunoco Logistics Class B Units, collectively representing 23% of the limited partner interests in Sunoco Logistics as of December 31, 2016. ETP also owns a 99.9% interest in Sunoco Partners LLC, the entity that flowsowns the general partner interest and IDRs in Sunoco Logistics. Because ETP controls Sunoco Logistics through its ownership of the general partner, the operations of Sunoco Logistics are consolidated into ETP.
Sunoco Logistics 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 primarily in the northeast, midwest and southwest regions of the United States. In addition, Sunoco Logistics owns interests in several product pipeline joint ventures.
Sunoco Logistics’ crude oil operations provide transportation, terminalling and acquisition and marketing services to crude oil markets throughout the southwest, midwest and northeastern United States. Included within these operations are approximately 6,100 miles of crude oil trunk and gathering pipelines in the southwest and midwest United States and equity ownership interests in two crude oil pipelines. Sunoco Logistics’ crude oil terminalling services operate with an aggregate storage capacity of approximately 33 million barrels, including approximately 26 million barrels at its Gulf Coast terminal in Nederland, Texas and approximately 3 million barrels at its Fort Mifflin terminal complex in Pennsylvania. Sunoco Logistics’ crude oil acquisition and marketing activities utilize its pipeline and terminal assets, its proprietary fleet crude oil tractor trailers and truck unloading facilities, as well as third-party assets, to service crude oil markets principally in the mid-continent United States.
Sunoco Logistics’ NGLs operations transport, store, and execute acquisition and marketing activities utilizing a complementary network of pipelines, storage and blending facilities, and strategic off-take locations that provide access to multiple NGLs markets. These operations contain approximately 900 miles of NGLs pipelines, primarily related to its Mariner systems located in the northeast and southwest United States. Terminalling services are facilitated by approximately 5 million barrels of NGLs storage capacity, including approximately 1 million barrels of storage at its Nederland, Texas terminal facility and 3 million barrels at its Marcus Hook, Pennsylvania terminal facility (the “Marcus Hook Industrial Complex”). These operations also carry out Sunoco Logistics’ NGLs blending activities, including utilizing its patented butane blending technology.
Sunoco Logistics’ refined products operations provide transportation and terminalling services, through the use of approximately 1,800 miles of refined products pipelines and approximately 40 active refined products marketing terminals. Sunoco Logistics’ marketing terminals are located primarily in the northeast, midwest and southwest United States, with approximately 8 million barrels of refined products storage capacity. Sunoco Logistics’ refined products operations include its Eagle Point facility in New Jersey, which has approximately 6 million barrels of refined products storage capacity. The operations also include Sunoco Logistics’ equity ownership interests in four refined products pipeline companies. The operations also perform terminalling activities at Sunoco Logistics’ Marcus Hook Industrial Complex. Sunoco Logistics’ refined products operations utilize its integrated pipeline and terminalling assets, as well as acquisition and marketing activities, to service refined products markets in several regions in the United States.
ETP’s systemsOther Operations and is not directly dependent on commodity prices.Investments
ETP’s other operations and investments include the following:
ETP also utilizes other typesowns an equity method investment in limited partner units of arrangementsSunoco LP consisting of 43.5 million units, representing 44.3% of Sunoco LP’s total outstanding common units.

ETP’s wholly-owned subsidiary, Sunoco, Inc., owns an approximate 33% non-operating interest in ETP’s midstream operations, including (i) discount-to-index price arrangements,PES, a refining joint venture with The Carlyle Group, L.P. (“The Carlyle Group”), which involve purchases of natural gas at either (1)owns a percentage discount to a specified index price, (2) a specified index price less a fixed amount or (3) a percentage discount to a specified index price less an additional fixed amount, (ii) percentage-of-proceeds arrangements under which we gather and process natural gas on behalf of producers, sell the resulting residue gas and NGL volumes at market prices and remit to producers an agreed upon percentage of the proceeds based on an index price, and (iii) keep-whole arrangements where ETP gathers natural gas from the producer, processes the natural gas and sells the resulting NGLs to third parties at market prices. In many cases, ETP provides services under contracts that contain a combination of more than one of the arrangements described above. The terms of ETP’s contracts vary based on gas quality conditions, the competitive environment at the time the contracts are signed and customer requirements. ETP’s contract mix may change as a result of changesrefinery in producer preferences, expansion in regions where some types of contracts are more common and other market factors.Philadelphia.

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ETP conducts marketing activitiesoperations in which ETPit markets the natural gas that flows through ETP’sits 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 ETP’sits 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 supply pointssuppliers 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.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.
ETP owns all of the outstanding equity interests of a natural gas compression equipment business with operations in Arkansas, California, Colorado, Louisiana, New Mexico, Oklahoma, Pennsylvania and Texas.
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.
ETP owns a 40% interest in the parent of LCL, which is developing a LNG liquefaction project.
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.
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 Coal Handling, which owns and operates end-user coal handling facilities.
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.
Investment in Sunoco LP
Sunoco LP is engaged in retail sale of motor fuels and merchandise through its company-operated convenience stores and retail fuel sites, as well as the wholesale distribution of motor fuels to convenience stores, independent dealers, commercial customers and distributors.
Wholesale Operations
Sunoco LP is a wholesale distributor of motor fuels and other petroleum products which Sunoco LP supplies to its retail operations, to third-party dealers and distributors, to independent operators of consignment locations and other consumers of motor fuel. Also included in the wholesale operations are transmix processing plants and refined products terminals. Transmix is the mixture of various refined products (primarily gasoline and diesel) created in the supply chain (primarily in pipelines and terminals) when various products interface with each other. Transmix processing plants separate this mixture and return it to salable products of gasoline and diesel.
Sunoco LP is the exclusive wholesale supplier of the iconic Sunoco branded motor fuel, supplying an extensive distribution network of approximately 5,335 Sunoco-branded company and third-party operated locations throughout the East Coast, Midwest and Southeast regions of the United States, including approximately 235 company operated Sunoco-branded locations in Texas. Sunoco LP believes it is one of the largest independent motor fuel distributors by gallons in Texas and one of the largest distributors of Chevron, Exxon, and Valero branded motor fuel in the United States. In addition to distributing motor fuels, Sunoco LP also distributes other petroleum products such as propane and lubricating oil, and Sunoco LP receives rental income from real estate that it leases or subleases.
Sunoco LP purchases motor fuel primarily from independent refiners and major oil companies and distribute it across more than 30 states throughout the East Coast, Midwest and Southeast regions of the United States, as well as Hawaii to approximately:
1,345 company-operated convenience stores and fuel outlets;
165 independently operated consignment locations where we sell motor fuel under consignment arrangements to retail customers;

5,550 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
2,130 other commercial customers, including unbranded convenience stores, other fuel distributors, school districts and municipalities and other industrial customers.
Retail Operations
As of December 31, 2016, Sunoco LP’s retail operations operated approximately 1,345 convenience stores and retail fuel outlets. Our retail convenience stores operate under several brands, including Sunoco’s proprietary brands Stripes, APlus, and Aloha Island Mart, and offer a broad selection of food, beverages, snacks, grocery and non-food merchandise, motor fuel and other services. We have company operated sites in more than 20 states, with a significant presence in Texas, Pennsylvania, New York, Florida, Virginia and Hawaii.
As of December 31, 2016, Sunoco LP operated approximately 740 Stripes convenience stores in Texas, New Mexico, Oklahoma and Louisiana. Each store offers a customized merchandise mix based on local customer demand and preferences. Sunoco LP has built approximately 255 large-format convenience stores from January 2000 through December 31, 2016. Sunoco LP has implemented our proprietary, in-house Laredo Taco Company restaurant concept in approximately 470 Stripes convenience stores and intend to implement it in all newly constructed Stripes convenience stores. Sunoco LP also owns and operates ATM and proprietary money order systems in most Stripes stores and provide other services such as lottery, prepaid telephone cards, wireless services and car washes.
As of December 31, 2016, Sunoco LP operated approximately 445 retail convenience stores and fuel outlets, primarily under Sunoco’s proprietary and iconic Sunoco fuel brand, and principally located in Pennsylvania, New York and Florida, including approximately 400 APlus convenience stores. Sunoco Retail's convenience stores offer a broad selection of food, beverages, snacks, grocery, and non-food merchandise, as well as motor fuel and other services such as ATM's, money orders, lottery, prepaid telephone cards, and wireless services.
As of December 31, 2016, Sunoco LP operated approximately 160 MACS and Aloha convenience stores and fuel outlets in Virginia, Maryland, Tennessee, Georgia, and Hawaii offering merchandise, food service, motor fuel and other services. As of December 31, 2016, MACS operated approximately 110 company-operated retail convenience stores and Aloha operated approximately 50 Aloha, Shell, and Mahalo branded fuel stations.
Investment in Lake Charles LNG
Lake Charles LNG provides terminal services for shippers by receiving LNG at the facility for storage and delivering such LNG to shippers, either in liquid state or gaseous state after regasification. Lake Charles LNG derives all of its revenue from a series of long term contracts with a wholly-owned subsidiary of BG Group plc (“BG”).
Lake Charles LNG is currently developing a natural gas liquefaction facility with BG for the export of LNG. In December 2015, Lake Charles LNG received authorization from the FERC to site, construct, and operate facilities for the liquefaction and export of natural gas. On February 15, 2016, Royal Dutch Shell plc completed its acquisition of BG. Shell announced in the second quarter of 2016 that they will delay making a final investment decision (“FID”) for the Lake Charles LNG project and Shell has not advised LCL of any change in the status of the project. In the event that each of LCL and Shell elect to make an affirmative FID, construction of the project would be expected to commence promptly thereafter and first LNG exports would commence about four years later.

Asset Overview
Investment in ETP
The descriptions below include summaries of significant assets within ETP’s operations. Amounts, such as capacities, volumes and miles included in the descriptions below are approximate and are based on information currently available; such amounts are subject to change based on future events or additional information.
The following details the assets in ETP’s operations:
Intrastate Transportation and Storage
The following details pipelines and storage facilities in ETP’s intrastate transportation and storage operations:
Description of Assets Ownership Interest
(%)
 Miles of Natural Gas Pipeline 
Pipeline Throughput Capacity
(Bcf/d)
 
Working Storage Capacity
(Bcf/d)
ET Fuel System 100% 2,780
 5.2
 11.2
Oasis Pipeline 100% 750
 2.3
 
HPL System 100% 3,900
 5.3
 52.5
East Texas Pipeline 100% 460
 2.4
 
RIGS Haynesville Partnership Co. 49.99% 450
 2.1
 
The following information describes ETP’s principal intrastate transportation and storage assets:
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.
The ET Fuel System also includes ETP’s Bethel natural gas storage facility, with a working capacity of 6.0 Bcf, an average withdrawal capacity of 300 MMcf/d and an injection capacity of 75 MMcf/d, and our Bryson natural gas storage facility, with a working capacity of 5.2 Bcf, an average withdrawal capacity of 120 MMcf/d and an average injection capacity of 96 MMcf/d. Storage capacity on the ET Fuel System is contracted to third parties under fee-based arrangements that extend through 2023.
In addition, the ET Fuel System is integrated with ETP’s Godley processing plant which gives ETP the ability to bypass the plant when processing margins are unfavorable by blending the untreated natural gas from the North Texas System with natural gas on the ET Fuel System while continuing to meet pipeline quality specifications.
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.
The Oasis pipeline is integrated with ETP’s Southeast Texas System and is an important component to maximizing our Southeast Texas System’s profitability. The Oasis pipeline enhances the Southeast Texas System by (i) providing access for natural gas on the Southeast Texas System to other third-party supply and market points and interconnecting pipelines and (ii) allowing us to bypass our processing plants and treating facilities on the Southeast Texas System when processing margins are unfavorable by blending untreated natural gas from the Southeast Texas System with gas on the Oasis pipeline while continuing to meet pipeline quality specifications.
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 in Texas including a strong presence in the key Houston Ship Channel and Katy Hub markets, allowing us to play an important role in the Texas natural gas markets. The HPL System also offers its shippers off-system opportunities due to its numerous

interconnections with other pipeline systems, its direct access to multiple market hubs at Katy, the Houston Ship Channel and Agua Dulce, as well as our Bammel storage facility.
The Bammel storage facility has a risk management policytotal working gas capacity of approximately 52.5 Bcf, a peak withdrawal rate of 1.3 Bcf/d and a peak injection rate of 0.6 Bcf/d. The Bammel storage facility is located near the Houston Ship Channel market area and the Katy Hub, and is ideally suited to provide a physical backup for on-system and off-system customers. As of December 31, 2016, ETP had approximately 10.8 Bcf committed under fee-based arrangements with third parties and approximately 36.9 Bcf stored in the facility for ETP’s own account.
The East Texas Pipeline connects three treating facilities, one of which ETP owns, with our 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 our Reed compressor station in Freestone County to our Grimes County compressor station, the 36-inch Katy expansion connecting Grimes to the Katy Hub, and the 42-inch Southeast Bossier pipeline connecting our Cleburne to Carthage pipeline to the HPL System.
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.
Interstate Transportation and Storage
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% 5,325
 3.1
 
Transwestern Pipeline 100% 2,600
 2.1
 
Panhandle Eastern Pipe Line 100% 6,000
 2.8
 83.9
Trunkline Gas Pipeline 100% 2,000
 0.9
 13.0
Tiger Pipeline 100% 195
 2.4
 
Fayetteville Express Pipeline 50% 185
 2.0
 
Sea Robin Pipeline 100% 1,000
 2.0
 
Midcontinent Express Pipeline 50% 500
 1.8
 
Gulf States 100% 10
 0.1
 
The following information describes ETP’s principal interstate transportation and storage assets:
The Florida Gas Transmission Pipeline (“FGT”) is an open-access interstate pipeline system with a mainline capacity of 3.1 Bcf/d and approximately 5,325 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 gas sources from the San Juan Basin and surrounding producing areas can be delivered eastward to Texas intrastate and mid-continent connecting pipelines and natural gas market hubs as well as westward to markets in Arizona, Nevada and California. Transwestern’s Phoenix Lateral Pipeline, with a throughput capacity of 660 MMcf/d, connects the Phoenix area to the Transwestern mainline. Transwestern’s customers include local distribution companies, producers, marketers, electric power generators and industrial end-users.
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 our 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 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.
Midstream
The following details our assets in the midstream operations:
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
 930
Ark-La-Tex Region 1,025
 1,186
North Central Texas Region 740
 1,120
Permian Region 1,743
 1,580
Mid-Continent Region 885
 20
Eastern Region 
 70
The following information describes our principal midstream assets:
South Texas Region:
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 rich gas that flows through ETP’s gathering system to produce residue gas and NGLs. Residue gas is delivered into our intrastate pipelines and NGLs are delivered into ETP’s NGL pipelines to Lone Star.
ETP’s treating facilities remove carbon dioxide and hydrogen sulfide from natural gas gathered into ETP’s system before the natural gas is introduced to transportation pipelines to ensure that the gas meets pipeline quality specifications.
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 one natural gas treating facility with capacity of 930 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.

Ark-La-Tex Region:
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 our 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 oversight overnatural gas from our 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 marketing activities.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 activities are monitored independently byassets 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.
North Central Texas Region:
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 risk management functionNorth Central Texas assets include its Godley and must take place within predefined limitsCrescent plants, which process rich gas produced from the Barnett Shale and authorizations.STACK play, with aggregate capacity of 740 MMcf/d and aggregate treating capacity of 1,120 MMcf/d. The Godley plant is integrated with the ET Fuel System.
Permian Region:
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 ETP’s usethe proximity of derivative financial instrumentsour system to the Waha Hub, the Waha Gathering System has a variety of market outlets for the natural gas that may not qualify for hedge accounting,ETP gathers and processes, including several major interstate and intrastate pipelines serving California, the degreemid-continent region of earnings volatility that can occur may be significant, favorably or unfavorably, from period to period. ETP attempts to manage this volatility through the useUnited 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 daily position1,418 MMcf/d, treating capacity of 1,580 MMcf/d, and profit and loss reports provided to senior management and predefined limits and authorizations set forth in ETP’s risk management policy.one natural gas conditioning facility with aggregate capacity of 200 MMcf/d.
ETP injectsowns 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 holdsrelated 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.
Mid-Continent Region:
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. Our 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 our Bammel storage facilityMid-Continent Systems at low pressures to take advantage of contango markets, whenmaximize the pricetotal 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 higheroperated by a third party.
Eastern Region:
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 future thanMarcellus 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 current spot price.ORS joint venture. On behalf of ORS, ETP usesoperates 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.
Liquids Transportation and Services
The following details ETP’s assets in the liquids transportation and services operations:
Description of Assets Miles of Liquids Pipeline 
Pipeline Throughput Capacity
(Bbls/d)
 
NGL Fractionation / Processing Capacity
(Bbls/d)
 
Working Storage Capacity
(Bbls)
Liquids Pipelines:        
Lone Star Express 532
 507,000
 
 
West Texas Gateway Pipeline 570
 240,000
 
 
Other NGL Pipelines 356
 691,000
 
 
Liquids Fractionation and Services Facilities:        
Mont Belvieu Facilities 185
 42,000
 520,000
 50,000,000
Sea Robin Processing Plant1
 
 
 26,000
 
Refinery Services1
 100
 
 25,000
 
Hattiesburg Storage Facilities 
 
 
 3,000,000
(1)
Additionally, the Sea Robin Processing Plant and Refinery Services have residue capacities of 850 MMcf/d and 54 MMcf/d, respectively.
The following information describes ETP’s principal liquids transportation and services assets:
The Lone Star Express System is an intrastate 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.
Other NGL pipelines include the 127-mile Justice pipeline with capacity of 375,000 Bbls/d, the 45-mile Freedom pipeline with a capacity of 56,000 Bbls/d, the 15-mile Spirit pipeline with a capacity of 20,000 Bbls/d, the 82-mile Rio Bravo crude oil pipeline with a capacity of 100,000 Bbls/d and a 50% interest in the 87-mile Liberty pipeline with a capacity of 140,000 Bbls/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.
Sea Robin is a rich gas processing plant located on the Sea Robin Pipeline in southern Louisiana. The plant, which 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 and O-grade NGL fractionation complex located along the Mississippi River refinery corridor in southern Louisiana that cryogenically processes refinery off-gas and fractionates the O-grade NGL stream into its higher value components. The O-grade fractionator, located in Geismar, Louisiana, is connected by approximately 100 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.
Investment in Sunoco Logistics
The following details the assets in ETP’s investment in Sunoco Logistics:
Crude Oil
Sunoco Logistics’ crude oil operations consist of an integrated set of pipeline, terminalling, and acquisition and marketing assets that service the movement of crude oil from producers to end-user markets.
Crude Oil Pipelines
Sunoco Logistics’ crude oil pipelines consist of approximately 6,100 miles of crude oil trunk and gathering pipelines in the southwest and midwest United States, including Sunoco Logistics’ wholly-owned interests in West Texas Gulf and Permian Express Terminal LLC (“PET”), and a controlling financial derivativesinterest in Mid-Valley Pipeline Company ("Mid-Valley"). Additionally, Sunoco Logistics has equity ownership interests in two crude oil pipelines. Sunoco Logistics’ pipelines provide access to hedgeseveral trading hubs, including the natural gas heldlargest trading hub for crude oil in the United States located in Cushing, Oklahoma, and other trading hubs located in Midland, Colorado City and Longview, Texas. Sunoco Logistics’ crude oil pipelines also deliver to and connect with other pipelines that deliver crude oil to a number of refineries.
Southwest United States Pipelines. The Southwest pipelines include crude oil trunk pipelines and crude oil gathering pipelines in Texas and Oklahoma. This includes the Permian Express 2 pipeline project which provides takeaway capacity from the Permian Basin, with origins in multiple locations in Western Texas: Midland, Garden City and Colorado City. Sunoco Logistics’ fourth quarter 2016 acquisition of a West Texas crude oil system from Vitol Inc. and the remaining ownership interest in PET facilitates connection of its Permian Express 2 pipeline to terminal assets in Midland and Garden City, Texas.
In the third quarter 2016, Sunoco Logistics commenced operations on the Delaware Basin Extension and Permian Longview and Louisiana Extension pipeline projects. The Delaware Basin Extension pipeline project provides shippers with these arbitrage opportunities. Atnew takeaway capacity from the inceptionrapidly growing Delaware Basin area in New Mexico and West Texas to Midland, Texas. The project has initial capacity to transport approximately 100,000 Bbls/d. The Permian Longview and Louisiana Extension pipeline project provides takeaway capacity for approximately 100,000 Bbls/d additional out of the hedge, ETP locksPermian Basin at Midland, Texas to be transported to the Longview, Texas area as well as destinations in Louisiana utilizing a margin by purchasing gascombination of our proprietary crude oil system as well as third-party pipelines.
Sunoco Logistics owns and operates crude oil pipeline and gathering systems in Oklahoma. Sunoco Logistics has the ability to deliver substantially all of the crude oil gathered on its Oklahoma system to Cushing. Sunoco Logistics is one of the largest purchasers of crude oil from producers in the spot market or off peak seasonstate, and entering a financial contract to lock in the sale price. If ETP designates the related financial contract as a fair value hedge for accounting purposes, ETP values the hedged natural gas inventory at current spot market prices along with the financial derivative ETP uses to hedge it. Changes in the spread between the forward natural gas prices designated as fair value hedges and the physical inventory spot prices result in unrealized gains or losses until the underlying physical gas is withdrawn and the related designated derivatives are settled. Once the gas is withdrawn and the designated derivatives are settled, the previously unrealized gains or losses associated with these positions are realized. Unrealized margins represent the unrealized gains or losses from our derivative instruments using mark-to-market accounting, with changes in the fair value of our derivatives being recorded directly in earnings. These margins fluctuate based upon changes in the spreads between the physical spot prices and forward natural gas prices. If the spread narrows between the physical and financial prices, ETP will record unrealized gains or lower unrealized losses. If the spread widens, ETP will record unrealized losses or lower unrealized gains. Typically, as ETP enters the winter months, the spread converges so that ETP recognizes in earnings the original locked in spread, either through mark-to-market or the physical withdrawal of natural gas.
ETP’s NGL storage and pipeline transportation revenues are recognized when services are performed or products are delivered, respectively. Fractionation and processing revenues are recognized when product is either loaded into a truck or injected into a third party pipeline, which is when title and risk of loss pass to the customer.
In ETP’s natural gas compression business, revenue is recognized for compressor packages and technical service jobs using the completed contract method which recognizes revenue upon completion of the job. Costs incurred on a job are deducted at the time revenue is recognized.
Terminalling and storage revenues are recognized at the time the services are provided. Pipeline revenues are recognized upon delivery of the barrels to the location designated by the shipper. Crudeits crude oil acquisition and marketing activities business is the primary shipper on its Oklahoma crude oil system.
Midwest United States Pipelines. Sunoco Logistics owns a controlling financial interest in 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.
In addition, Sunoco Logistics owns a crude oil pipeline that runs from Marysville, Michigan to Toledo, Ohio, and a truck injection point for local production at Marysville. This pipeline receives crude oil from the Enbridge pipeline system for delivery to refineries located in Toledo, Ohio and to Marathon Petroleum Corporation’s Samaria, Michigan tank farm, which supplies its refinery in Detroit, Michigan.

Crude Oil Terminals
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 barrels in approximately 150 above ground storage tanks with individual capacities of up to 660,000 Bbls.
The Nederland terminal can receive crude oil at each of its five ship docks and four barge berths. The five ship docks are capable of receiving over 2 million Bbls/d of crude oil. In addition to Sunoco Logistics’ crude oil pipelines, the terminal can also receive crude oil through a number of other pipelines, including the DOE. The DOE pipelines connect the terminal to the United States Strategic Petroleum Reserve’s West Hackberry caverns at Hackberry, Louisiana and Big Hill near Winnie, Texas, which have an aggregate storage capacity of approximately 395 million barrels.
The Nederland Terminal can deliver crude oil and other petroleum products via pipeline, barge and ship. The terminal has two ship docks and three barge berths that are capable of delivering crude oils for international transport. In total, the terminal is capable of delivering over 2 million Bbls/d of crude oil to Sunoco Logistics’ crude oil pipelines or a number of third-party pipelines including the DOE. The Nederland terminal generates crude oil revenues primarily by providing term or spot storage services and throughput capabilities to a number of customers.
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.
The Fort Mifflin terminal contains two ship docks with freshwater drafts and a total storage capacity of approximately 570,000 Bbls. Crude oil and some refined products enter the Fort Mifflin terminal primarily from marine vessels on the Delaware River. One Fort Mifflin dock is designed to handle crude oil from very large crude carrier-class tankers and smaller crude oil vessels. The other dock can accommodate only smaller crude oil vessels.
The Hog Island wharf is located next to the Fort Mifflin terminal on the Delaware River and receives crude oil via two ship docks, one of which can accommodate crude oil tankers and smaller crude oil vessels, and the other of which can accommodate some smaller crude oil vessels.
The Darby Creek tank farm is a primary crude oil storage terminal for the Philadelphia refinery, which is operated by PES under a joint venture with Sunoco, Inc. This facility has a total storage capacity of approximately 3 million barrels. Darby Creek receives crude oil from the Fort Mifflin terminal and Hog Island wharf via Sunoco Logistics’ pipelines. The tank farm then stores the crude oil and transports it to the PES refinery via Sunoco Logistics’ pipelines.
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 barrels and can receive crude oil via barge and rail and deliver via 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 barrels of crude oil storage, a combined 14 lanes of truck loading and unloading, and will provide access to the Permian Express 2 transportation system.
Crude Oil Acquisition and Marketing
Sunoco Logistics’ crude oil acquisition and marketing activities include the gathering, purchasing, marketing and selling of crude oil primarily in the mid-continent United States. The operations are conducted using Sunoco Logistics’ assets, which include approximately 370 crude oil transport trucks and approximately 150 crude oil truck unloading facilities, as well as refined product marketing revenues, are recognized when title tothird-party truck, rail and marine assets. Specifically, the product is transferred to the customer. Revenues are not recognized for crude oil exchange transactions, which are entered into primarily to acquireacquisition and marketing activities include:
purchasing crude oil at both the wellhead from producers, and in bulk from aggregators at major pipeline interconnections and trading locations;
storing inventory during contango market conditions (when the price of crude oil for future delivery is higher than current prices);

buying and selling crude oil of different grades, at different locations in order to maximize value;
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
marketing crude oil to major integrated oil companies, independent refiners and resellers through various types of sale and exchange transactions.
In November 2016, Sunoco Logistics purchased a desiredcrude oil acquisition and marketing business from Vitol, with operations based in the Permian Basin, Texas. Included in the acquisition was a significant acreage dedication from an investment-grade Permian producer.
Natural Gas Liquids
Sunoco Logistics’ natural gas liquids operations transport, store, and execute acquisition and marketing activities utilizing an integrated network of pipeline assets, storage and blending facilities, and strategic off-take locations that provide access to multiple NGL markets.
NGL Pipelines
Sunoco Logistics owns approximately 900 miles of NGLs pipelines, primarily related to the Mariner systems in the northeast and southwest United States.
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 our 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 345,000 Bbls/d for interstate and intrastate propane, ethane and butane service, and is expected to commence operations in the third quarter of 2017.
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 Sunoco Logistics’ marine terminal in Nederland, Texas. The pipeline has a capacity of approximately 200,000 Bbls/d and can be scaled depending on shipper interest.
The Mariner West pipeline provides transportation of ethane products from the Marcellus shale processing and fractionating areas in Houston, Texas, Pennsylvania to Marysville, Michigan and the Canadian border. Mariner West commenced operations in the fourth quarter 2013, with capacity to transport approximately 50,000 Bbls/d of NGLs and other products.
NGLs Terminals
Nederland. In addition to crude oil activities, the Nederland terminal also provides approximately 1 million barrels 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 delivered via ship.
Marcus Hook Industrial Complex. In 2013, Sunoco Logistics acquired Sunoco, Inc.’s Marcus Hook Industrial Complex. The acquisition included terminalling and storage assets, with a capacity of approximately 3 million barrels of NGL storage capacity in underground caverns, and related commercial agreements. The facility can receive NGLs 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.
Inkster. The Inkster terminal, located near Detroit, Michigan, consists of multiple salt caverns with a total storage capacity of approximately 1 million barrels of NGLs. Sunoco Logistics 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.
NGLs Acquisition & Marketing
Sunoco Logistics’ NGLs acquisition and marketing activities include the acquisition, blending, marketing and selling of such products at Sunoco Logistics’ various terminals and third-party facilities.

Refined Products
Sunoco Logistics’ refined products operations provide transportation and terminalling services using an integrated network of pipeline assets and refined products terminals, which are also utilized to facilitate acquisition and marketing activities. The operations also include equity ownership interests in four refined products pipelines.
Refined Products Pipelines
Sunoco Logistics owns and operates approximately 1,800 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 Sunoco Logistics’ 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.
Refined Products Terminals
Refined Products. Sunoco Logistics has approximately 40 refined products terminals with an aggregate storage capacity of approximately 8 million barrels 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.
Eagle Point. In additional 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 barrels, and provides customers with access to the facility via barge and pipeline. The terminal can deliver via 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.
Marcus Hook Industrial Complex. The Marcus Hook Industrial Complex can receive refined products via marine vessel, pipeline, truck and rail, and can deliver via marine vessel, pipeline and truck. The terminal has a total active refined products storage capacity of approximately 2 million barrels.
Marcus Hook Tank Farm. The Marcus Hook Tank Farm has a total refined products storage capacity of approximately 2 million barrels 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 Sunoco Logistics’ refined products pipelines.
Refined Products Acquisition and Marketing
Sunoco Logistics’ refined products acquisition and marketing activities include the acquisition, marketing and selling of bulk refined products such as gasoline products and distillates. These activities utilize Sunoco Logistics’ refined products pipeline and terminal assets, as well as third-party assets and facilities.
All Other
Equity Method Investments
Sunoco LP. ETP has an equity method investment in limited partnership units of Sunoco LP consisting of 43.5 million units, representing 44.3% of Sunoco LP’s total outstanding common units.
PES. ETP has a non-controlling interest in PES, comprising 33% of PES’ outstanding common units.

Contract Services Operations
ETP 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. ETP’s contract treating services are primarily located in Texas, Louisiana and Arkansas.
Compression
ETP owns all of the outstanding equity interests of a natural gas compression equipment business with operations in Arkansas, California, Colorado, Louisiana, New Mexico, Oklahoma, Pennsylvania and Texas.
ETP owns 100% of the membership interests of ETG, which owns all of the partnership interests of ETT. ETT provides compression services to customers engaged in the transportation of natural gas, including ETP’s other operations.
Natural Resources Operations
ETP’s Natural Resources operations primarily involve the management and leasing of coal properties and the subsequent collection of royalties. ETP also earns revenues from other land management activities, such as selling standing timber, leasing fee-based coal-related infrastructure facilities to certain lessees and end-user industrial plants, collecting oil and gas royalties and from coal transportation, or wheelage fees. As of December 31, 2016, ETP owned or controlled approximately 772 million tons of proven and probable coal reserves in central and northern Appalachia, properties in eastern Kentucky, Tennessee, southwestern Virginia and southern West Virginia, and in the Illinois Basin, properties in southern Illinois, Indiana, and western Kentucky and as the operator of end-user coal handling facilities. ETP’s subsidiary, Materials Handling Solutions, LLC, owns and operates facilities for industrial customers on a fee basis. During 2014, ETP’s coal reserves located in the San Juan basin were depleted and ETP’s associated coal royalties revenues ceased.
Liquefaction Project
LCL, an entity whose parent is owned 60% by ETE and 40% by ETP, is in the process of developing the liquefaction project in conjunction with BG pursuant to a project development agreement entered into in September 2013 and scheduled to expire at the end of February 2017, subject to the partner right to mutually extend the term. Pursuant to this agreement, each of LCL and BG are obligated to pay 50% of the development expenses for the liquefaction project, subject to reimbursement by the other party if such party withdraws from the project prior to both parties making an affirmative FID to become irrevocably obligated to fully develop the project, subject to certain exceptions. The liquefaction project is expected to consist of three LNG trains with a combined design nameplate outlet capacity of 16.2 metric tonnes per annum. Once completed, the liquefaction project will enable LCL to liquefy domestically produced natural gas and export it as LNG. By adding the new liquefaction facility and integrating with the existing LNG regasification/import facility, the enhanced facility will become a bi-directional facility capable of exporting and importing LNG. BG is the sole customer for the existing regasification facility and is obligated to pay reservation fees for 100% of the regasification capacity regardless of whether it actually utilizes such capacity pursuant to a regasification services agreement that terminates in 2030. The liquefaction project will be constructed on 440 acres of land, of which 80 acres are owned by Lake Charles LNG and the remaining acres are to be leased by LCL under a long-term lease from the Lake Charles Harbor and Terminal District.
As currently provided in the Project Development Agreement, the construction of the liquefaction project is subject to each of LCL and BG making an affirmative FID to proceed with the project, which decision is in the sole discretion of each party. In the event an affirmative FID is made by both parties, LCL and BG will enter into several agreements related to the project, including a liquefaction services agreement pursuant to which BG will pay LCL for liquefaction services on a tolling basis for a minimum 25-year term with evergreen extension options for 20 years. In addition, a subsidiary of BG, a highly experienced owner and operator of LNG facilities, would oversee construction of the liquefaction facility and, upon completion of construction, manage the operations of the liquefaction facility on behalf of LCL. In the event that each of LCL and BG elect to make an affirmative FID, construction of the liquefaction project would commence promptly thereafter, and the first train would be expected to be placed in service about four years later.
The export of LNG produced by the liquefaction project from the U.S. will be undertaken under long-term export authorizations issued by the DOE to Lake Charles Exports, LLC (“LCE”), which is currently a jointly owned subsidiary of BG and ETP and following FID, will be 100% owned by BG. In July 2011, LCE obtained a DOE authorization to export LNG to countries with which the U.S. has or will have Free Trade Agreements (“FTA”) for trade in natural gas (the “FTA Authorization”). In August 2013, LCE obtained a conditional DOE authorization to export LNG to countries that do not have an FTA for trade in natural gas (the “Non-FTA Authorization”). The FTA Authorization and Non-FTA Authorization have 25- and 20-year terms, respectively. In January 2013, LCL filed for a secondary, non-cumulative FTA and Non-FTA Authorization to be held by LCL. FTA Authorization was granted in March 2013 and the Non-FTA Authorization was granted in July 2016.

ETP has received wetlands permits from the U.S. Army Corps of Engineers (“USACE”) to perform wetlands mitigation work and to perform modification and dredging work for the temporary and permanent dock facilities at the Lake Charles LNG facilities.
Investment in Sunoco LP
The following details the assets of Sunoco LP:
Wholesale Subsidiaries
Susser Petroleum Operating Company LLC, a Delaware limited liability company, distributes motor fuel, propane and lubricating oils to Stripes’ retail locations, consignment locations, and third party customers in Texas, New Mexico, Oklahoma, Louisiana, and Kansas.
Sunoco LLC, a Delaware limited liability company, primarily distributes motor fuel across more than 26 states throughout the East Coast, Midwest, 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, TX metroplex.
Southside Oil, LLC, a Virginia limited liability company, distributes motor fuel primarily in Virginia, Maryland, Tennessee, and Georgia.
Aloha Petroleum LLC, a Delaware limited liability company, distributes motor fuel and operates terminal facilities on the Hawaiian Islands.
Retail Subsidiaries
Susser Petroleum Property Company LLC , a Delaware limited liability company, primarily owns and leases convenience store properties.
Susser Holdings Corporation, 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.
As of December 31, 2016, Sunoco LP’s retail operations operated approximately 1,345 convenience stores and retail fuel outlets. Sunoco LP’s retail convenience stores operate under several brands, including our proprietary brands Stripes, APlus, and Aloha Island Mart, and offer a broad selection of food, beverages, snacks, grocery and non-food merchandise, motor fuel and other services. Sunoco LP has company operated sites in more than 20 states, with a significant presence in Texas, Pennsylvania, New York, Florida, Virginia and Hawaii.
As of December 31, 2016, Sunoco LP operated 740 Stripes convenience stores in Texas, New Mexico and Oklahoma. Each store offers a customized merchandise mix based on local customer demand and preferences. To further differentiate its merchandise offering, Stripes has developed numerous proprietary offerings and private label items unique to Stripes stores, including Laredo Taco Company® restaurants, Café de la Casa® custom blended coffee, Slush Monkey® frozen carbonated beverages, Quake® energy drink, Smokin’ Barrel® beef jerky and meat snacks, Monkey Loco® candies, Monkey Juice® and Royal® brand cigarettes. Stripes has built approximately 255 large-format convenience stores from January 2000 through December 31, 2016 and expects to construct and open 5 to 10 stores during 2017. Stripes has implemented its proprietary, in-house Laredo Taco Company restaurant concepts in over 470 Stripes convenience stores and intends to implement it in all newly constructed Stripes convenience stores. Stripes also owns and operates ATM and proprietary money order systems in most of its stores and also provides other services such as lottery, prepaid telephone cards, wireless services and car washes.
As of December 31, 2016, Sunoco LP operated approximately 445 retail convenience stores and fuel outlets, primarily under Sunoco’s proprietary and iconic Sunoco fuel brand, and principally located in Pennsylvania, New York and Florida, including approximately 400 APlus convenience stores. Sunoco Retail's convenience stores offer a broad selection of food, beverages, snacks, grocery, and non-food merchandise, as well as motor fuel and other services such as ATM's, money orders, lottery, prepaid telephone cards, and wireless services.
As of December 31, 2016, Sunoco LP operated approximately 160 MACS and Aloha convenience stores and fuel outlets in Virginia, Maryland, Tennessee, Georgia, and Hawaii offering merchandise, food service, motor fuel and other services. As of December

31, 2016, MACS operated 110 company-operated retail convenience stores and Aloha operated 50 Aloha, Shell, and Mahalo branded fuel stations.
Investment in Lake Charles LNG
Regasification Facility
Lake Charles LNG, a wholly-owned subsidiary of ETE, owns a LNG import terminal and regasification facility located on Louisiana’s Gulf Coast near Lake Charles, Louisiana. The import terminal has approximately 9.0 Bcf of above ground LNG storage capacity and the regasification facility has a run rate send out capacity of 1.8 Bcf/day.
Liquefaction Project
LCL, an entity owned 60% by ETE and 40% by ETP, is in the process of developing the liquefaction project in conjunction with BG pursuant to a project development agreement entered into in September 2013 and scheduled to expire at the end of February 2017, subject to the parties’ right to mutually extend the term. Pursuant to this agreement, each of LCL and BG are obligated to pay 50% of the development expenses for the liquefaction project, subject to reimbursement by the other party if such party withdraws from the project prior to both parties making an affirmative FID to become irrevocably obligated to fully develop the project, subject to certain exceptions. The liquefaction project is expected to consist of three LNG trains with a combined design nameplate outlet capacity of 16.2 metric tonnes per annum. Once completed, the liquefaction project will enable LCL to liquefy domestically produced natural gas and export it as LNG. By adding the new liquefaction facility and integrating with the existing LNG regasification/import facility, the enhanced facility will become a bi-directional facility capable of exporting and importing LNG. BG is the sole customer for the existing regasification facility and is obligated to pay reservation fees for 100% of the regasification capacity regardless of whether it actually utilizes such capacity pursuant to a regasification services agreement that terminates in 2030. The liquefaction project is expected to be constructed on 440 acres of land, of which 80 acres are owned by Lake Charles LNG and the remaining acres are to be leased by LCL under a long-term lease from the Lake Charles Harbor and Terminal District.
Ac currently provided in the project development agreement, the construction of the liquefaction project is subject to each of LCL and BG making an affirmative FID to proceed with the project, which decision is in the sole discretion of each party. In the event an affirmative FID is made by both parties, LCL and BG will enter into several agreements related to the project, including a liquefaction services agreement pursuant to which BG will pay LCL for liquefaction services on a tolling basis for a minimum 25-year term with evergreen extension options for 20 years. In addition, a subsidiary of BG, a highly experienced owner and operator of LNG facilities, would oversee construction of the liquefaction facility and, upon completion of construction, manage the operations of the liquefaction facility on behalf of LCL. In the event that each of LCL and BG will make an affirmative FID in 2017, construction of the liquefaction project would commence immediately thereafter in order to place the first and second LNG trains in service in 2022 and the train in service in early 2023.
The export of LNG produced by the liquefaction project from the U.S. will be undertaken under long-term export authorizations issued by the DOE to Lake Charles Exports, LLC (“LCE”), which is currently a jointly owned subsidiary of BG and ETP and following FID, will be 100% owned by BG. In July 2011, LCE obtained a DOE authorization to export LNG to countries with which the U.S. has or will have Free Trade Agreements (“FTA”) for trade in natural gas (the “FTA Authorization”). In August 2013, LCE obtained a conditional DOE authorization to export LNG to countries that do not have an FTA for trade in natural gas (the “Non-FTA Authorization”). The FTA Authorization and Non-FTA Authorization have 25- and 20-year terms, respectively. In January 2013, LCL filed for a secondary, non-cumulative FTA and Non-FTA Authorization to be held by LCL. FTA Authorization was granted in March 2013 and we expect the DOE to issue the Non-FTA Authorization to LCL in due course.
In addition, we have received our wetlands permits from the U.S. Army Corps of Engineers (“USACE”) to perform wetlands mitigation work and to perform modification and dredging work for the temporary and permanent dock facilities at the Lake Charles LNG facilities.
Competition
Natural Gas
The business of providing natural gas gathering, compression, treating, transporting, storing and marketing services is highly competitive. Since pipelines are generally the only practical mode of transportation for natural gas over land, the most significant competitors of our transportation and storage operations are other pipelines. Pipelines typically compete with each other based on location, capacity, price and reliability.
We face competition with respect to retaining and obtaining significant natural gas supplies under terms favorable to us for the gathering, treating and marketing portions of our business. Our competitors include major integrated oil companies, interstate

and intrastate pipelines and companies that gather, compress, treat, process, transport and market natural gas. Many of our competitors, such as major oil and gas and pipeline companies, have capital resources and control supplies of natural gas substantially greater than ours.
In marketing natural gas, we have numerous competitors, including marketing affiliates of interstate pipelines, major integrated oil companies, and local and national natural gas gatherers, brokers and marketers of widely varying sizes, financial resources and experience. Local utilities and distributors of natural gas are, in some cases, engaged directly, and through affiliates, in marketing activities that compete with our marketing operations.
NGL
In markets served by our NGL pipelines, we face competition with other pipeline companies, including those affiliated with major oil, petrochemical and natural gas companies, and barge, rail and truck fleet operations. In general, our NGL pipelines compete with these entities in terms of transportation fees, reliability and quality of customer service. We face competition with other storage facilities based on fees charged and the ability to receive and distribute the customer’s products. We compete with a number of NGL fractionators in Texas and Louisiana. Competition for such services is primarily based on the fractionation fee charged.
Crude Oil and Products
In markets served by our products and crude oil pipelines, we face competition with other pipelines. Generally, pipelines are the lowest cost method for long-haul, overland movement of products and crude oil. Therefore, the most significant competitors for large volume shipments in the areas served by our pipelines are other pipelines. In addition, pipeline operations face competition from trucks that deliver products in a number of areas that our pipeline operations serve. While their costs may not be competitive for longer hauls or large volume shipments, trucks compete effectively for incremental and marginal volume in many areas served by our pipelines.
We also face competition among common carrier pipelines carrying crude oil. This competition is based primarily on transportation charges, access to reduce transportationcrude oil supply and market demand. Similar to pipelines carrying products, the high capital costs by taking delivery closerdeter competitors for the crude oil pipeline systems from building new pipelines. Competitive factors in crude oil purchasing and marketing include price and contract flexibility, quantity and quality of services, and accessibility to end markets. Any net differential
Our refined product terminals compete with other independent terminals with respect to price, versatility and services provided. The competition primarily comes from integrated petroleum companies, refining and marketing companies, independent terminal companies and distribution companies with marketing and trading operations.
Wholesale Fuel Distribution and Retail Marketing
In our wholesale fuel distribution business, we compete primarily with other independent motor fuel distributors. The markets for exchange transactions is recorded as an adjustmentdistribution of inventorywholesale motor fuel and the large and growing convenience store industry are highly competitive and fragmented, which results in narrow margins. We have numerous competitors, some of which may have significantly greater resources and name recognition than we do. Significant competitive factors include the availability of major brands, customer service, price, range of services offered and quality of service, among others. We rely on our ability to provide value-added and reliable service and to control our operating costs in the purchases component of cost of products soldorder to maintain our margins and operating expensescompetitive position.
In our retail business, we face strong competition in the statementsmarket for the sale of operations.
ETP’sretail gasoline and merchandise. Our competitors include service stations of large integrated oil companies, independent gasoline service stations, convenience stores, fast food stores, supermarkets, drugstores, dollar stores, club stores and other similar retail outlets, some of which are well-recognized national or regional retail systems. The number of competitors varies depending on the geographical area. It also varies with gasoline and convenience store offerings. The principal competitive factors affecting our retail marketing operations sellinclude gasoline and diesel acquisition costs, site location, product price, selection and quality, site appearance and cleanliness, hours of operation, store safety, customer loyalty and brand recognition. We compete by pricing gasoline competitively, combining our retail gasoline business with convenience stores that provide a wide variety of products, and using advertising and promotional campaigns.
Credit Risk and Customers
Credit risk refers to the risk that a counterparty may default on its contractual obligations resulting in a loss to the Partnership. Credit policies have been approved and implemented to govern the Partnership’s portfolio of counterparties with the objective of mitigating credit losses. These policies establish guidelines, controls and limits to manage credit risk within approved tolerances by mandating an appropriate evaluation of the financial condition of existing and potential counterparties, monitoring agency credit ratings, and by implementing credit practices that limit exposure according to the risk profiles of the counterparties.

Furthermore, the Partnership may, at times, require collateral under certain circumstances to mitigate credit risk as necessary. The Partnership also uses industry standard commercial agreements which allow for the netting of exposures associated with transactions executed under a single commercial agreement. Additionally, we utilize master netting agreements to offset credit exposure across multiple commercial agreements with a single counterparty or affiliated group of counterparties.
The Partnership’s counterparties consist of a diverse portfolio of customers across the energy industry, including petrochemical companies, commercial and industrials, oil and gas producers, municipalities, gas and electric utilities, midstream companies, independent power generators and fuel distributors. Our overall exposure may be affected positively or negatively by macroeconomic or regulatory changes that impact our counterparties to one extent or another. Currently, management does not anticipate a material adverse effect in our financial position or results of operations as a consequence of counterparty non-performance.
Natural gas transportation and midstream revenues are derived significantly from companies that engage in exploration and production activities. The discovery and development of new shale formations across the United States has created an abundance of natural gas and crude oil resulting in a negative impact on prices in recent years for natural gas and crude oil. As a result, some of our exploration and production customers have been adversely impacted; however, we are monitoring these customers and mitigating credit risk as necessary.
During the year ended December 31, 2016, none of our customers individually accounted for more than 10% of our consolidated revenues.
Regulation of Interstate Natural Gas Pipelines.The FERC has broad regulatory authority over the business and operations of interstate natural gas pipelines. Under the Natural Gas Act (“NGA”), the FERC generally regulates the transportation of natural gas in interstate commerce. For FERC regulatory purposes, “transportation” includes natural gas pipeline transmission (forwardhauls and backhauls), storage and other services. The Florida Gas Transmission, Transwestern, Panhandle Eastern, Trunkline Gas, Tiger, Fayetteville Express, Sea Robin, Gulf States and Midcontinent Express pipelines transport natural gas in interstate commerce and thus each qualifies as a “natural-gas company” under the NGA subject to the FERC’s regulatory jurisdiction. We also hold certain natural gas storage facilities that are subject to the FERC’s regulatory oversight under the NGA.
The FERC’s NGA authority includes the power to:
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.
Under the NGA, interstate natural gas companies must charge rates that are just and reasonable. In addition, the NGA prohibits natural gas companies from unduly preferring or unreasonably discriminating against any person with respect to pipeline rates or terms and conditions of service.
The maximum rates to be charged by NGA-jurisdictional natural gas companies and their terms and conditions for service are required to be on file with the FERC. Most natural gas companies are authorized to offer discounts from their FERC-approved maximum just and reasonable rates when competition warrants such discounts. Natural gas companies are also generally permitted to offer negotiated rates different from rates established in their tariff if, among other requirements, such companies’ tariffs offer a cost-based recourse rate available to a broad mix of merchandise suchprospective shipper as groceries, fast foods and beverages at its convenience stores. In addition, some of Sunoco’s retail outlets provide a variety of car care services. Revenues relatedan alternative to the negotiated rate. Natural gas companies must make offers of rate discounts and negotiated rates on a basis that is not unduly discriminatory. Existing tariff rates may be challenged by complaint or on FERC’s own motion, and if found unjust and unreasonable, may be altered on a prospective basis from no earlier than the date of the complaint or initiation of a proceeding by the FERC. The FERC must also approve all rate changes. We cannot guarantee that the FERC will allow us to charge rates that fully recover our costs or continue to pursue its approach of pro-competitive policies.

For two of our NGA-jurisdictional natural gas companies, Tiger and Fayetteville Express, the large majority of capacity in those pipelines is subscribed for lengthy terms under FERC-approved negotiated rates.  However, as indicated above, cost-based recourse rates are also offered under their respective tariffs.

Pursuant to the FERC’s rules promulgated under the Energy Policy Act of 2005, it is unlawful for any entity, directly or indirectly, in connection with the purchase or sale of products are recognized when title passes, while service revenues are recognized whenelectric energy or natural gas or the purchase or sale of transmission or transportation services are provided. Title passage generally occurs when products are shippedsubject to FERC jurisdiction: (i) to defraud using any device, scheme or deliveredartifice; (ii) to make any untrue statement of material fact or omit a material fact; or (iii) to engage in accordance with the termsany act, practice or course of business that operates or would operate as a fraud or deceit. The Commodity Futures Trading Commission (“CFTC”) also holds authority to monitor certain segments of the respective sales agreements. In addition, revenues are not recognized until sales prices are fixed or determinablephysical and collectability is reasonably assured.
Regency earns revenue from (i) domesticfutures energy commodities market pursuant to the Commodity Exchange Act (“CEA”). With regard to our physical purchases and sales of natural gas, NGLs or other energy commodities; our gathering or transportation of these energy commodities; and condensate, (ii) natural gas gathering, processingany related hedging activities that we undertake, we are required to observe these anti-market manipulation laws and transportation, (iii) contract compression servicesrelated regulations enforced by the FERC and/or the CFTC. These agencies hold substantial enforcement authority, including the ability to assess or seek civil penalties of up to approximately $1 million per day per violation, to order disgorgement of profits and (iv) contract treating services. Revenue associatedto recommend criminal penalties. Should we violate the anti-market manipulation laws and regulations, we could also be subject to related third-party damage claims by, among others, sellers, royalty owners and taxing authorities.
Failure to comply with salesthe NGA, the Energy Policy Act of 2005, the CEA and the other federal laws and regulations governing our operations and business activities can result in the imposition of administrative, civil and criminal remedies.
Regulation of Intrastate Natural Gas and NGL Pipelines.  Intrastate transportation of natural gas and NGLs is largely regulated by the state in which such transportation takes place. To the extent that our intrastate natural gas transportation systems transport natural gas in interstate commerce, the rates and condensateterms and conditions of such services are recognized when title passessubject to FERC jurisdiction under Section 311 of the Natural Gas Policy Act (“NGPA”). The NGPA regulates, among other things, the provision of transportation services by an intrastate natural gas pipeline on behalf of a local distribution company or an interstate natural gas pipeline. The rates and terms and conditions of some transportation and storage services provided on the Oasis pipeline, HPL System, East Texas pipeline and ET Fuel System are subject to FERC regulation pursuant to Section 311 of the NGPA. Under Section 311, rates charged for intrastate transportation must be fair and equitable, and amounts collected in excess of fair and equitable rates are subject to refund with interest. The terms and conditions of service set forth in the intrastate facility’s statement of operating conditions are also subject to FERC review and approval. Should the FERC determine not to authorize rates equal to or greater than our currently approved Section 311 rates, our business may be adversely affected. Failure to observe the service limitations applicable to transportation and storage services under Section 311, failure to comply with the rates approved by the FERC for Section 311 service, and failure to comply with the terms and conditions of service established in the pipeline’s FERC-approved statement of operating conditions could result in an alteration of jurisdictional status, and/or the imposition of administrative, civil and criminal remedies.
Our intrastate natural gas operations are also subject to regulation by various agencies in Texas, principally the TRRC. Our intrastate pipeline and storage operations in Texas are also subject to the Texas Utilities Code, as implemented by the TRRC. Generally, the TRRC is vested with authority to ensure that rates, operations and services of gas utilities, including intrastate pipelines, are just and reasonable and not discriminatory. The rates we charge for transportation services are deemed just and reasonable under Texas law unless challenged in a customer or TRRC complaint. We cannot predict whether such a complaint will be filed against us or whether the TRRC will change its regulation of these rates. Failure to comply with the Texas Utilities Code can result in the imposition of administrative, civil and criminal remedies.
Our NGL pipelines and operations may also be or become subject to state public utility or related jurisdiction which is when the risk of ownership passescould impose additional safety and operational regulations relating to the purchaserdesign, siting, installation, testing, construction, operation, replacement and physical delivery occurs. Revenue associated with transportationmanagement of NGL gathering facilities. In addition, the rates, terms and processing fees are recognized when the service is provided. For contract compression services, revenue is recognized when the service is performed. For gathering and processing services, Regency receives either fees or commodities from natural gas producers dependingconditions for shipments of NGLs on the type of contract. Commodities received are in turn sold and recognized as revenue in accordance with the criteria outlined above. Under the percent-of-proceeds contract type, Regency is paid for its services by keeping a percentage of the NGLs produced and a percentage of the

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residue gas resulting from processing the natural gas. Under the percentage-of-index contract type, Regency earns revenue by purchasing wellhead natural gas at a percentage of the index price and selling processed natural gas at a price approximating the index price and NGLs to third parties. Regency generally reports revenue gross when it acts as the principal, takes title to the product, and incurs the risks and rewards of ownership. Revenue for fee-based arrangements is presented net because Regency takes the role of an agent for the producers. Allowance for doubtful accounts is determined based on historical write-off experience and specific identification.
Regulatory Assets and Liabilities.  Certain of our subsidiariespipelines are subject to regulation by FERC under the Interstate Commerce Act (“ICA”) and the Energy Policy Act of 1992 (the “EPAct of 1992”) if the NGLs are transported in interstate or foreign commerce whether by our pipelines or other means of transportation. Since we do not control the entire transportation path of all NGLs shipped on our pipelines, FERC regulation could be triggered by our customers’ transportation decisions.
Regulation of Sales of Natural Gas and NGLs.The price at which we buy and sell natural gas currently is not subject to federal regulation and, for the most part, is not subject to state regulation. The price at which we sell NGLs is not subject to federal or state regulation.
To the extent that we enter into transportation contracts with natural gas pipelines that are subject to FERC regulation, we are subject to FERC requirements related to the use of such capacity. Any failure on our part to comply with the FERC’s regulations and policies, or with an interstate pipeline’s tariff, could result in the imposition of civil and criminal penalties.
Our sales of natural gas are affected by the availability, terms and cost of pipeline transportation. As noted above, the price and terms of access to pipeline transportation are subject to extensive federal and state regulation. The FERC is continually proposing and implementing new rules and regulations affecting those operations of the natural gas industry. These initiatives also may affect the intrastate transportation of natural gas under certain circumstances. The stated purpose of many of these regulatory changes

is to promote competition among the various sectors of the natural gas industry and these initiatives generally reflect more light-handed regulation. We cannot predict the ultimate impact of these regulatory changes to our natural gas marketing operations, and we note that some of the FERC’s regulatory changes may adversely affect the availability and reliability of interruptible transportation service on interstate pipelines. We do not believe that we will be affected by any such FERC action in a manner that is materially different from other natural gas marketers with whom we compete.
Regulation of Gathering Pipelines.  Section 1(b) of the NGA exempts natural gas gathering facilities from the jurisdiction of the FERC under the NGA. We own a number of natural gas pipelines in Texas, Louisiana and West Virginia that we believe meet the traditional tests the FERC uses to establish a pipeline’s status as a gathering pipeline not subject to FERC jurisdiction. However, the distinction between FERC-regulated transmission services and federally unregulated gathering services has been the subject of substantial litigation and varying interpretations, so the classification and regulation of our gathering facilities could be subject to change based on future determinations by the FERC, the courts and Congress. State regulation of gathering facilities generally includes various safety, environmental and, in some circumstances, nondiscriminatory take requirements and complaint-based rate regulation.
In Texas, our gathering facilities are subject to regulation by the TRRC under the Texas Utilities Code in the same manner as described above for our intrastate pipeline facilities. Louisiana’s Pipeline Operations Section of the Department of Natural Resources’ Office of Conservation is generally responsible for regulating intrastate pipelines and gathering facilities in Louisiana and has authority to review and authorize natural gas transportation transactions and the construction, acquisition, abandonment and interconnection of physical facilities.
Historically, apart from pipeline safety, Louisiana has not acted to exercise this jurisdiction respecting gathering facilities. In Louisiana, our Chalkley System is regulated as an intrastate transporter, and the Louisiana Office of Conservation has determined that our Whiskey Bay System is a gathering system.
We are subject to state ratable take and common purchaser statutes in all of the states in which we operate. The ratable take statutes generally require gatherers to take, without undue discrimination, natural gas production that may be tendered to the gatherer for handling. Similarly, common purchaser statutes generally require gatherers to purchase without undue discrimination as to source of supply or producer. These statutes are designed to prohibit discrimination in favor of one producer over another producer or one source of supply over another source of supply. These statutes have the effect of restricting the right of an owner of gathering facilities to decide with whom it contracts to purchase or transport natural gas.
Natural gas gathering may receive greater regulatory scrutiny at both the state and federal authoritieslevels. For example, the TRRC has approved changes to its regulations governing transportation and gathering services performed by intrastate pipelines and gatherers, which prohibit such entities from unduly discriminating in favor of their affiliates. Many of the producing states have accounting policiesadopted some form of complaint-based regulation that conformgenerally allows natural gas producers and shippers to FASB Accounting Standards Codificationfile complaints with state regulators in an effort to resolve grievances relating to natural gas gathering access and rate discrimination allegations. Our gathering operations could be adversely affected should they be subject in the future to the application of additional or different state or federal regulation of rates and services. Our gathering operations also may be or become subject to safety and operational regulations relating to the design, installation, testing, construction, operation, replacement and management of gathering facilities. Additional rules and legislation pertaining to these matters are considered or adopted from time to time. We cannot predict what effect, if any, such changes might have on our operations, but the industry could be required to incur additional capital expenditures and increased costs depending on future legislative and regulatory changes.
Regulation of Interstate Crude Oil, NGL and Products Pipelines. Interstate common carrier pipeline operations are subject to rate regulation by the FERC under the Interstate Commerce Act (“ASC”ICA”) Topic 980, Regulated Operations, which is in accordancethe Energy Policy Act of 1992 (the “EPAct of 1992”), and related rules and orders. The ICA requires that tariff rates for petroleum pipelines be “just and reasonable” and not unduly discriminatory and that such rates and terms and conditions of service be filed with the accounting requirementsFERC. This statute also permits interested persons to challenge proposed new or changed rates. The FERC is authorized to suspend the effectiveness of such rates for up to seven months, though rates are typically not suspended for the maximum allowable period. If the FERC finds that the new or changed rate is unlawful, it may require the carrier to pay refunds for the period that the rate was in effect. The FERC also may investigate, upon complaint or on its own motion, rates that are already in effect and ratemaking practicesmay order a carrier to change its rates prospectively. Upon an appropriate showing, a shipper may obtain reparations for damages sustained for a period of up to two years prior to the filing of a complaint.
The FERC generally has not investigated interstate rates on its own initiative when those rates, like those we charge, have not been the subject of a protest or a complaint by a shipper. However, the FERC could investigate our rates at the urging of a third party if the third party is either a current shipper or has a substantial economic interest in the tariff rate level. Although no assurance can be given that the tariff rates charged by us ultimately will be upheld if challenged, management believes that the tariff rates now in effect for our pipelines are within the maximum rates allowed under current FERC policies and precedents.

For many locations served by our product and crude pipelines, we are able to establish negotiated rates.  Otherwise, we are permitted to charge cost-based rates, or in many cases, grandfathered rates based on historical charges or settlements with our customers. To the extent we rely on cost-of-service rate making to establish or support our rates, the issue of the regulatory authorities.proper allowance for federal and state income taxes could arise. In 2005, FERC issued a policy statement stating that it would permit common carriers, among others, to include an income tax allowance in cost-of-service rates to reflect actual or potential tax liability attributable to a regulated entity’s operating income, regardless of the form of ownership. Under FERC’s policy, a tax pass-through entity seeking such an income tax allowance must establish that its partners or members have an actual or potential income tax liability on the regulated entity’s income. Whether a pipeline’s owners have such actual or potential income tax liability is subject to review by FERC on a case-by-case basis. Although this policy is generally favorable for common carriers that are organized as pass-through entities, it still entails rate risk due to the FERC’s case-by-case review approach. The application of these accounting policiesthis policy, as well as any decision by FERC regarding our cost of service, may also be subject to review in the courts. On December 23, 2016, FERC issued an Inquiry Regarding the Commission’s Policy for Recovery of Income Tax Credits. FERC is seeking comment regarding how to address any double recovery resulting from the FERC’s current income tax allowance and rate of return policies. The comment period with respect to the proposed rules extends until April 7, 2017.
EPAct 1992 required FERC to establish a simplified and generally applicable methodology to adjust tariff rates for inflation for interstate petroleum pipelines. As a result, FERC adopted an indexing rate methodology which, as currently in effect, allows certaincommon carriers to change their rates within prescribed ceiling levels that are tied to changes in the Producer Price Index for Finished Goods, or PPIFG. FERC’s indexing methodology is subject to review every five years. During the five-year period commencing July 1, 2011 and ending June 30, 2016, common carriers charging indexed rates are permitted to adjust their indexed ceilings annually by PPIFG plus 2.65%. Beginning July 1, 2016, the indexing method provided for annual changes equal to the change in PPIFG plus 1.23%. The indexing methodology is applicable to existing rates, including grandfathered rates, with the exclusion of market-based rates. A pipeline is not required to raise its rates up to the index ceiling, but it is permitted to do so and rate increases made under the index are presumed to be just and reasonable unless a protesting party can demonstrate that the portion of the rate increase resulting from application of the index is substantially in excess of the pipeline’s increase in costs. Under the indexing rate methodology, in any year in which the index is negative, pipelines must file to lower their rates if those rates would otherwise be above the rate ceiling. In October 2016, FERC issued an Advance Notice of Proposed Rulemaking seeking comment on a number of proposals, including: (1) whether the Commission should deny any increase in a rate ceiling or annual index-based rate increase if a pipeline’s revenues exceed total costs by 15% for the prior 2 years; (2) a new percentage comparison test that would deny a proposed increase to a pipeline’s rate or ceiling level greater than 5% above the barrel-mile cost changes; and (3) a requirement that all pipelines file indexed ceiling levels annually, with the ceiling levels subject to challenge and restricting the pipeline’s ability to carry forward the full indexed increase to a future period. The comment period with respect to the proposed rules extends until March 17, 2017.
Regulation of Intrastate Crude Oil, NGL and Products Pipelines. Some of our regulated entitiescrude oil, NGL and products pipelines are subject to defer expensesregulation by the TRRC, the PA PUC, and revenues on the balance sheet as regulatory assets and liabilities when it is probable that those expenses and revenues will be allowedOklahoma Corporation Commission. The operations of our joint venture interests are also subject to regulation in the ratemaking process in a period different from the periodstates in which they wouldoperate. The applicable state statutes require that pipeline rates be nondiscriminatory and provide no more than a fair return on the aggregate value of the pipeline property used to render services. State commissions generally have not initiated an investigation of rates or practices of petroleum pipelines in the absence of shipper complaints. Complaints to state agencies have been reflectedinfrequent and are usually resolved informally. Although management cannot be certain that our intrastate rates ultimately would be upheld if challenged, we believe that, given this history, the tariffs now in effect are not likely to be challenged or, if challenged, are not likely to be ordered to be reduced.
In addition, as noted above, the rates, terms and conditions for shipments of crude oil, NGLs or products on our pipelines could be subject to regulation by FERC under the ICA and the EPAct of 1992 if the crude oil, NGLs or products are transported in interstate or foreign commerce whether by our pipelines or other means of transportation. Since we do not control the entire transportation path of all crude oil, NGLs or products shipped on our pipelines, FERC regulation could be triggered by our customers’ transportation decisions.
Regulation of Pipeline Safety.Our pipeline operations are subject to regulation by the DOT, through the PHMSA, pursuant to the Natural Gas Pipeline Safety Act of 1968, as amended (“NGPSA”), with respect to natural gas and the Hazardous Liquids Pipeline Safety Act of 1979, as amended (“HLPSA”), with respect to crude oil, NGLs and condensates. The NGPSA and HLPSA, as amended, govern the design, installation, testing, construction, operation, replacement and management of natural gas as well as crude oil, NGL and condensate pipeline facilities. Pursuant to these acts, PHMSA has promulgated regulations governing pipeline wall thickness, design pressures, maximum operating pressures, pipeline patrols and leak surveys, minimum depth requirements, and emergency procedures, as well as other matters intended to ensure adequate protection for the public and to prevent accidents and failures. Additionally, PHMSA has established a series of rules requiring pipeline operators to develop and implement integrity management programs for certain gas and hazardous liquid pipelines that, in the consolidated statementevent of a pipeline leak or rupture, could affect high consequence areas (“HCAs”), which are areas where a release could have the most significant adverse consequences, including high population areas, certain drinking water sources and unusually sensitive ecological areas. Failure

to comply with the pipeline safety laws and regulations may result in the assessment of sanctions, including administrative, civil or criminal penalties, the imposition of investigatory, remedial or corrective action obligations, the occurrence of delays in permitting or the performance of projects, or the issuance of injunctions limiting or prohibiting some or all of our operations in the affected area.
The NGPSA and HLPSA were amended by the Pipeline Safety, Regulatory Certainty, and Job Creation Act of 2011 (“2011 Pipeline Safety Act”), which re-authorized the federal pipeline safety programs of PHMSA through 2015 and increased pipeline safety regulation. Among other things, the legislation doubled the maximum administrative fines for safety violations from $100,000 to $200,000 for a single violation and from $1 million to $2 million for a related series of violations, but provided that these maximum penalty caps do not apply to certain civil enforcement actions; permitted the DOT Secretary to mandate automatic or remote controlled shut off valves on new or entirely replaced pipelines; required the DOT Secretary to evaluate whether integrity management system requirements should be expanded beyond HCAs; and provided for regulation of carbon dioxide transported by pipeline in a gaseous state and requires the DOT Secretary to prescribe minimum safety regulations for such transportation. Effective August 1, 2016, those maximum civil penalties were increased to $205,638 per violation per day, with a maximum of approximately $2 million for a series of violations, to account for inflation. In addition, the Protecting Our Infrastructure of Pipelines and Enhancing Safety Act of 2016 (“PIPES Act) reauthorized the federal pipeline safety programs of PHMSA through 2019.
In addition, states have adopted regulations, similar to existing PHMSA regulations, for intrastate gathering and transmission lines. The states in which we conduct operations typically have developed regulatory programs that parallel the federal regulatory scheme and are applicable to intrastate pipelines. Under such state regulatory programs, states have the authority to conduct pipeline inspections, to investigate accidents and to oversee compliance and enforcement, safety programs and record maintenance and reporting. Congress, PHMSA and individual states may pass or implement additional safety requirements that could result in increased compliance costs for us and other companies in our industry. For example, federal construction, maintenance and inspection standards under the NGPSA that apply to pipelines in relatively populated areas may not apply to gathering lines running through rural regions. This “rural gathering exemption” under the NGPSA presently exempts substantial portions of our gathering facilities located outside of cities, towns or any area designated as residential or commercial from jurisdiction under the NGPSA, but does not apply to our intrastate natural gas pipelines. In recent years, the PHMSA has considered changes to this rural gathering exemption, including publishing an advance notice of proposed rulemaking relating to gas pipelines in 2011, in which the agency sought public comment on possible changes to the definition of “high consequence areas” and “gathering lines” and the strengthening of pipeline integrity management requirements. In April 2016, pursuant to one of the requirements of the 2011 Pipeline Safety Act, PHMSA published a proposed rulemaking that would expand integrity management requirements and impose new pressure testing requirements on currently regulated gas transmission pipelines. The proposal would also significantly expand the regulation of gathering lines, subjecting previously unregulated company.pipelines to requirements regarding damage prevention, corrosion control, public education programs, maximum allowable operating pressure limits, and other requirements.
In January 2017, PHMSA issued a final rule amending federal safety standards for hazardous liquid pipelines. The final rule is the latest step in a lengthy rulemaking process that began in 2010 with a request for comments and continued with publication of a rulemaking proposal in October 2015. The general effective date of this final rule is six months from publication in the Federal Register, but it is currently subject to further administrative review in connection with the transition of Presidential administrations. The final rule addresses several areas including reporting requirements for gravity and unregulated gathering lines, inspections after weather or climatic events, leak detection system requirements, revisions to repair criteria and other integrity management revisions. In addition, PHMSA issued new regulations on January 23, 2017, on operator qualification, cost recovery, accident and incident notification and other pipeline safety changes. These deferred assets and liabilities will be reportednew regulations are effective March 24, 2017. These regulations are also subject, however, to potential further review in connection with the transition of Presidential administrations. Historically our pipeline safety costs have not had a material adverse effect on our business or results of operations but there is no assurance that such costs will not be material in the period in which the same amounts are included in rates and recovered from or refundedfuture, whether due to customers. Management’s assessmentelimination of the probability of recoveryrural gathering exemption or pass through of regulatory assets and liabilities will require judgment and interpretation ofotherwise due to changes in pipeline safety laws and regulations.
In another example of how future legal requirements could result in increased compliance costs, notwithstanding the applicability of the Federal Occupational Safety and Health Administration (“OSHA”) Process Safety Management (“PSM”) regulations and the EPA’s Risk Management Planning (“RMP”) requirements at regulated facilities, PHMSA and one or more state regulators, including the Texas Railroad Commission, have in the recent past, expanded the scope of their regulatory commission orders. If, for any reason, we ceaseinspections to include certain in-plant equipment and pipelines found within NGL fractionation facilities and associated storage facilities, in order to assess compliance of such equipment and pipelines with hazardous liquid pipeline safety requirements. These recent actions by PHMSA are currently subject to judicial and administrative challenges by one or more midstream operators; however, to the extent that such legal challenges are unsuccessful, midstream operators of NGL fractionation facilities and associated storage facilities subject to such inspection may be required to make operational changes or modifications at their facilities to meet standards beyond current PSM and RMP requirements, which changes or modifications may result in additional capital costs, possible operational delays and increased costs of operation that, in some instances, may be significant.

Environmental Matters
General. Our operation of processing plants, pipelines and associated facilities, including compression, in connection with the criteriagathering, processing, storage and transmission of natural gas and the storage and transportation of NGLs, crude oil and refined products, and underground storage tanks, is subject to stringent federal, tribal, state and local laws and regulations, including those governing, among other things, air emissions, wastewater discharges, the use, management and disposal of hazardous and nonhazardous materials and wastes, and the cleanup of contamination. Noncompliance with such laws and regulations, or incidents resulting in environmental releases, could cause us to incur substantial costs, penalties, fines and criminal sanctions, third-party claims for applicationpersonal injury or property damage, capital expenditures to retrofit or upgrade our facilities and programs, or curtailment or cancellation of permits or operations. As with the industry generally, compliance with existing and anticipated environmental laws and regulations increases our overall cost of doing business, including our cost of planning, permitting, constructing and operating our plants, pipelines and other facilities. As a result of these laws and regulations our construction and operation costs include capital, operating and maintenance cost items necessary to maintain or upgrade our equipment and facilities.
We have implemented procedures to ensure that all governmental environmental approvals for both existing operations and those under construction are updated as circumstances require. Historically, our environmental compliance costs have not had a material adverse effect on our business, results of operations or financial condition; however, there can be no assurance that such costs will not be material in the future. For example, we cannot be certain that identification of presently unidentified conditions, more rigorous enforcement by regulatory accountingagencies, enactment of more stringent environmental laws and regulations or other unanticipated events will not arise in the future and give rise to environmental liabilities that could have a material adverse effect on our business, financial condition or results of operations.
Hazardous Substances and Waste Materials. To a large extent, the environmental laws and regulations affecting our operations relate to the release of hazardous substances and waste materials into soils, groundwater and surface water and include measures to prevent, minimize or remediate contamination of the environment. These laws and regulations generally regulate the generation, storage, treatment, transportation and disposal of hazardous substances and waste materials and may require investigatory and remedial actions at sites where such material has been released or disposed. For example, the Comprehensive Environmental Response, Compensation and Liability Act, as amended, (“CERCLA”), also known as the “Superfund” law, and comparable state laws, impose liability without regard to fault or the legality of the original conduct on certain classes of persons that contributed to a release of a “hazardous substance” into the environment. These persons include the owner and operator of the site where a release occurred and companies that disposed or arranged for the disposal of the hazardous substance that has been released into the environment. Under CERCLA, these persons may be subject to strict, joint and several liability, without regard to fault, for, among other things, the costs of investigating and remediating the hazardous substances that have been released into the environment, for damages to natural resources and for the costs of certain health studies. CERCLA and comparable state law also authorize the federal EPA, its state counterparts, and, in some instances, third parties to take actions in response to threats to the public health or the environment and to seek to recover from the responsible classes of persons the costs they incur. It is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by hazardous substances or other pollutants released into the environment. Although “petroleum” as well as natural gas and NGLs are excluded from CERCLA’s definition of a “hazardous substance,” in the course of our ordinary operations we generate wastes that may fall within that definition or that may be subject to other waste disposal laws and regulations. We may be responsible under CERCLA or state laws for all or part of the costs required to clean up sites at which such substances or wastes have been disposed.
We also generate both hazardous and nonhazardous wastes that are subject to requirements of the federal Resource Conservation and Recovery Act, as amended, (“RCRA”), and comparable state statutes. We are not currently required to comply with a substantial portion of the RCRA hazardous waste requirements at many of our operations,facilities because the regulatory assetsminimal quantities of hazardous wastes generated there make us subject to less stringent nonhazardous management standards. From time to time, the EPA has considered or third parties have petitioned the agency on the adoption of stricter handling, storage and liabilities related to those portions ceasing to meet such criteria would be eliminated fromdisposal standards for nonhazardous wastes, including certain wastes associated with the consolidated balance sheetexploration, development and production of crude oil and natural gas. For example, following the filing of a lawsuit in the U.S. District Court for the periodDistrict of Columbia in whichMay 2016 by several non-governmental environmental groups against the discontinuanceEPA for the agency’s failure to timely assess its RCRA Subtitle D criteria regulations for oil and gas wastes, EPA and the environmental groups entered into an agreement that was finalized in a consent decree issued by the District Court on December 28, 2016. Under the decree, the EPA is required to propose no later than March 15, 2019, a rulemaking for revision of regulatory accounting treatment occurs.
Accountingcertain Subtitle D criteria regulations pertaining to oil and gas wastes or sign a determination that revision of the regulations is not necessary. If EPA proposes a rulemaking for Derivative Instrumentsrevised oil and Hedging Activities.  ETPgas waste regulations, the Consent Decree requires that the EPA take final action following notice and Regency utilize various exchange-traded and over-the-counter commodity financial instrument contracts to limit their exposure to margin fluctuations in natural gas, NGL and refined products. These contracts consist primarily of commodity futures and swaps. In addition, prior to ETP’s contribution of its retail propane activities to AmeriGas, ETP used derivatives to limit its exposure to propane market prices.
If ETP or Regency designate a derivative financial instrumentcomment rulemaking no later than July 15, 2021. It is possible that some wastes generated by us that are currently classified as a cash flow hedge and it qualifies for hedge accounting, the changenonhazardous may in the fair value is deferredfuture be designated as “hazardous wastes,” resulting in AOCI until the underlying hedged transaction occurs. Any ineffective portion of a cash flow hedge’s change in fair value is recognized each period in earnings. Gainswastes being subject to more rigorous and losses deferred in AOCI related to cash flow hedges remain in AOCI until the underlying physical transaction occurs, unless it is probablecostly disposal requirements, or that the forecasted transaction will not occur by the endfull complement of the originally specified time periodRCRA standards could be applied to facilities that generate lesser amounts of hazardous waste. Changes such as these examples in applicable regulations may result in a material increase in our capital expenditures or within an additional two-month period of time thereafter. For financial derivative instruments that do not qualify for hedge accounting, the change in fair value is recorded in cost of products soldplant operating and maintenance expense

and, in the consolidated statements of operations.
If ETP or Regency designate a hedging relationship as a fair value hedge, they record the changes in fair value of the hedged asset or liability in cost of products sold in the consolidated statement of operations. This amount is offset by the changes in fair value of the related hedging instrument. Any ineffective portion or amount excluded from the assessment of hedge ineffectiveness is also included in the cost of products sold in the consolidated statement of operations.
ETP and Regency utilize published settlement prices for exchange-traded contracts, quotes provided by brokers, and estimates of market prices based on daily contract activity to estimate the fair value of these contracts. Changes in the methods used to determine the fair value of these contracts could have a material effect on our results of operations. We do not anticipate future changes in the methods used to determine the fair value of these derivative contracts. See “Item 7A. Quantitative and Qualitative Disclosures about Market Risk,” for further discussion regarding our derivative activities.
Fair Value of Financial Instruments.  We have marketable securities, commodity derivatives, interest rate derivatives, the Preferred Units and embedded derivatives in the Regency Preferred Units that are accounted for as assets and liabilities at fair value in our consolidated balance sheets. We determine the fair valuecase of our assetsoil and liabilities subject to fair value measurement by using the highest possible “level” of inputs. Level 1 inputs are observable quotes in an active market for identical assets and liabilities. We consider the valuation of marketable securities and commodity derivatives transacted through a clearing broker with a published price from the appropriate exchange as a Level 1 valuation. Level 2 inputs are inputs observable for similar assets and liabilities. We consider over-the-counter commodity derivatives entered into directly with third parties as a Level 2 valuation since the values of these derivatives are quoted on an exchange for similar transactions. Additionally, we consider our options transacted through our clearing broker as having Level 2 inputs due to the level of activity of these contracts on the exchange in which they trade. We consider the valuation of our interest rate derivatives as Level 2 as the primary input, the LIBOR curve, is based on quotes from an active exchange of Eurodollar futures for the same period as the future interest swap settlements. Level 3 utilizes significant unobservable inputs. Level 3 inputs are unobservable. Derivatives related to the Regency Preferred Units are valued using a binomial lattice model. The market inputs utilized in the model include credit spread, probabilities of the occurrence of certain events, common unit price, dividend yield, and expected volatility, and are considered Level 3. The fair value of the Preferred Units as of December 31, 2012 was based predominantly on an income approach model and is also considered

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Level 3 as of December 31, 2012. See further information on our fair value assets and liabilities in Note 2 of our consolidated financial statements.
Impairment of Long-Lived Assets and Goodwill.  Long-lived assets are required to be tested for recoverability whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Goodwill and intangibles with indefinite lives must be tested for impairment annually or more frequently if events or changes in circumstances indicate that the related asset might be impaired. An impairment loss should be recognized only if the carrying amount of the asset/goodwill is not recoverable and exceeds its fair value.
In order to test for recoverability when performing a quantitative impairment test, we must make estimates of projected cash flows related to the asset, which include, but are not limited to, assumptions about the use or disposition of the asset, estimated remaining life of the asset, and future expenditures necessary to maintain the asset’s existing service potential. In order to determine fair value, we make certain estimates and assumptions, including, among other things, changes in general economic conditions in regions in which our markets are located, the availability and prices of natural gas, our ability to negotiate favorable sales agreements, the risks that natural gas exploration and production activities will not occur or be successful, our dependence on certain significantcustomers, could result in increased operating costs for those customers and producersa corresponding decrease in demand for our processing, transportation and storage services.
We currently own or lease sites that have been used over the years by prior owners or lessees and by us for various activities related to gathering, processing, storage and transmission of natural gas, NGLs, crude oil and competition from other companies, including major energy producers. While we believe weproducts. Waste disposal practices within the oil and gas industry have made reasonable assumptionsimproved over the years with the passage and implementation of various environmental laws and regulations. Nevertheless, some hydrocarbons and wastes have been disposed of or otherwise released on or under various sites during the operating history of those facilities that are now owned or leased by us. Notwithstanding the possibility that these releases may have occurred during the ownership or operation of these assets by others, these sites may be subject to calculate the fair value, if future results are not consistent with our estimates,CERCLA, RCRA and comparable state laws. Under these laws, we could be exposedrequired to future impairment losses that could beremove or remediate previously disposed wastes (including wastes disposed of or released by prior owners or operators) or contamination (including soil and groundwater contamination) or to prevent the migration of contamination.
As of December 31, 2016 and 2015, accruals of $385 million and $368 million, respectively, were recorded in our consolidated balance sheets as accrued and other current liabilities and other non-current liabilities to cover estimated material toenvironmental liabilities including, for example, certain matters assumed in connection with our results of operations.
During the fourth quarter of 2013, we performed a goodwill impairment test on our Trunkline LNG reporting unit. In accordance with GAAP, we performed step oneacquisition of the goodwill impairment testHPL System, our acquisition of Transwestern, potential environmental liabilities for three sites that were formerly owned by Titan Energy Partners, L.P. or its predecessors, and determinedthe predecessor owner’s share of certain environmental liabilities of ETC OLP.
The Partnership is subject to extensive and frequently changing federal, tribal, state and local laws and regulations, including those relating to the discharge of materials into the environment or that otherwise relate to the estimated fair valueprotection of the Trunkline LNG reporting unit was less than its carrying amount primarily due to changes related to (i) the structure and capitalization of the planned LNG export project at Trunkline LNG’s Lake Charles facility, (ii) an analysis of current macroeconomic factors, including global natural gas prices and relative spreads, as of the date of our assessment, (iii) judgments regarding the prospect of obtaining regulatory approval for a proposed LNG export projectenvironment, waste management and the uncertainty associated with the timingcharacteristics and composition of such approvals,fuels. These laws and (iv) changes in assumptions relatedregulations require environmental assessment and remediation efforts at many of Sunoco, Inc.’s facilities and at formerly owned or third-party sites. Accruals for these environmental remediation activities amounted to potential future revenues from the import facility$324 million and the proposed export facility.  An assessment of these factors in the fourth quarter of 2013 led to a conclusion that the estimated fair value of the Trunkline LNG reporting unit was less than its carrying amount.  We then applied the second step in the goodwill impairment test, allocating the estimated fair value of the reporting unit among all of the assets$344 million at December 31, 2016 and liabilities of the reporting unit in a hypothetical purchase price allocation. The assets and liabilities of the reporting unit had recently been measured at fair value in 2012 as a result of the acquisition of Southern Union, and those estimated fair values had been recorded at the reporting unit through the application of “push-down” accounting. For purposes of the hypothetical purchase price allocation used in the goodwill impairment test, we estimated the fair value of the assets and liabilities of the reporting unit in a manner similar to the original purchase price allocation. In allocating value to the property, plant and equipment, we used current replacement costs adjusted for assumed depreciation. We also included the estimated fair value of working capital and identifiable intangible assets in the reporting unit. We adjusted deferred income taxes based on these estimated fair values. Based on this hypothetical purchase price allocation, estimated goodwill was $184 million,2015, respectively, which was less than the balance of $873 million that had originally been recorded by the reporting unit through “push-down” accounting in 2012. As a result, we recorded a goodwill impairment of $689 million during the fourth quarter of 2013.
No other goodwill impairments were identified or recorded for our reporting units.
Property, Plant and Equipment.  Expenditures for maintenance and repairs that do not add capacity to or extend the useful life are expensed as incurred. Expenditures to refurbish assets that either extend the useful lives of the asset or prevent environmental contamination are capitalized and depreciated over the remaining useful life of the asset. Additionally, ETP capitalizes certain costs directly related to the construction of assets including internal labor costs, interest and engineering costs. Upon disposition or retirement of pipeline components or natural gas plant components, any gain or loss is recorded to accumulated depreciation. When entire pipeline systems, gas plants or other property and equipment are retired or sold, any gain or loss is included in the consolidated statement of operations. Depreciation of property, plant and equipment is provided using the straight-line method based on their estimated useful lives ranging from 1 to 99 years. Changes in the estimated useful lives of the assets could have a material effect on our results of operation. We do not anticipate future changes in the estimated useful lives of our property, plant and equipment.
Asset Retirement Obligation.   We have determinedtotal accruals above. These legacy sites that we are obligated by contractual or regulatory requirements to remove facilities or perform other remediation upon retirement of certain assets. The fair value of any ARO is determined based on estimates and assumptions related to retirement costs, which the Partnership bases on historical retirement costs, future inflation rates and credit-adjusted risk-free interest rates. These fair value assessments are considered to be level 3 measurements, as they are based on both observable and unobservable inputs. Changes in the liability are recorded for the passage of time (accretion) or for revisions to cash flows originally estimated to settle the ARO.

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An ARO is required to be recorded when a legal obligation to retire an asset exists and such obligation can be reasonably estimated. We will record an asset retirement obligation in the periods in which management can reasonably estimate the settlement dates.
Except for the AROs of Southern Union, Sunoco Logistics and Sunoco discussed below, management was not able to reasonably measure the fair value of asset retirement obligations as of December 31, 2013 and 2012 because the settlement dates were indeterminable. Although a number of other onshore assets in Southern Union’s system are subject to agreements environmental assessments include formerly owned terminals and other logistics assets, retail sites that are no longer operated by Sunoco, Inc., closed and/or regulations that give rise to an ARO upon Southern Union’s discontinued use of these assets, AROs were not recorded because these assets have an indeterminate removal or abandonment date given the expected continued use of the assets with proper maintenance or replacement. Sunoco has legal asset retirement obligations for severalsold refineries and other assets at its refineries, pipelines and terminals, for which it is not possible to estimate when the obligations will be settled. Consequently, the retirement obligationsformerly owned sites. In December 2013, a wholly-owned captive insurance company was established for these assets cannot be measured at this time. Atlegacy sites that are no longer operating. The premiums paid to the end of the useful life of these underlying assets, Sunoco is legally or contractually required to abandon in place or remove the asset. Sunoco Logistics believes it may have additional asset retirement obligations related to its pipeline assets and storage tanks,captive insurance company include estimates for which it is not possible to estimate whether or when the retirement obligations will be settled. Consequently, these retirement obligations cannot be measured at this time.
Individual component assetsenvironmental claims that have been and will continueincurred but not reported, based on an actuarially determined fully developed claims expense estimate. In such cases, we accrue losses attributable to be replaced, but the pipeline and the natural gas gathering and processing systems will continue in operation as long as supply and demand for natural gas exists. Basedunasserted claims based on the widespread use of natural gas in industrial and power generation activities, management expects supply and demanddiscounted estimates that are used to exist fordevelop the foreseeable future.  We have in place a rigorous repair and maintenance program that keepspremiums paid to the pipelines and the natural gas gathering and processing systems in good working order. Therefore, although some of the individual assets may be replaced, the pipelines and the natural gas gathering and processing systems themselves will remain intact indefinitely.
captive insurance company. As of December 31, 2013, there were no legally restricted funds for2016 the purposecaptive insurance company held $226 million of settling AROs.cash and investments.
Pensions and Other Postretirement Benefit Plans. We are required to measure plan assets and benefit obligations as of its fiscal year-end balance sheet date. We recognize the changes in the funded status of our defined benefit postretirement plans through AOCI or are reflected as a regulatory asset or regulatory liability for regulated subsidiaries.
The calculation of the net periodic benefit cost and benefit obligation requires the use of a number of assumptions. Changes in these assumptions can have a significant effect on the amounts reported in the financial statements. The Partnership believes that the two most critical assumptions are the assumed discount rate and the expected rate of return on plan assets.
The discount rate is established by using a hypothetical portfolio of high-quality debt instruments that would provide the necessary cash flows to pay the benefits when due. Net periodic benefit cost and benefit obligation increases and equity correspondingly decreases as the discount rate is reduced.
The expected rate of return on plan assets is based on long-term expectations given current investment objectives and historical results. Net periodic benefit cost increases as the expected rate of return on plan assets is correspondingly reduced.
Legal Matters.We are subject to litigation and regulatory proceedings as a result of our business operations and transactions. We utilize both internal and external counsel in evaluating our potential exposure to adverse outcomes from claims, orders, judgments or settlements. To the extent that actual outcomes differ from our estimates, or additional facts and circumstances cause us to revise our estimates, our earnings will be affected. We expense legal costs as incurred, and all recorded legal liabilities are revised as required as better information becomes available to us. The factors we consider when recording an accrual for contingencies include, among others: (i) the opinions and views of our legal counsel; (ii) our previous experience; and (iii) the decision of our management as to how we intend to respond to the complaints.
For more information on our litigation and contingencies, see Note 11 to our consolidated financial statements included in “Item 8. Financial Statements and Supplementary Date” in this report.
Environmental Remediation Activities. The Partnership’s accrual for environmental remediation activities reflects anticipated work at identified sites where an assessment has indicated that cleanup costs are probable and reasonably estimable. The accrual for known claims is undiscounted and is based on currently available information, estimated timing of remedial actions and related inflation assumptions, existing technology and presently enacted laws and regulations. It is often extremely difficult to develop reasonable estimates of future site remediation costs due to changing regulations, changing technologies and their associated costs, and changes in the economic environment. Engineering studies, historical experience and other factors are used to identify and evaluate remediation alternatives and their related costs in determining the estimated accruals for environmental remediation activities.
Losses attributableUnder various environmental laws, including the RCRA, the Partnership has initiated corrective remedial action at certain of its facilities and formerly owned facilities and at certain third-party sites. At the Partnership’s major manufacturing facilities, we have typically assumed continued industrial use and a containment/remediation strategy focused on eliminating unacceptable risks to unasserted claims are generally reflectedhuman health or the environment. The remediation accruals for these sites reflect that strategy. Accruals include amounts designed to prevent or mitigate off-site migration and to contain the impact on the facility property, as well as to address known, discrete areas requiring remediation within the plants. Remedial activities include , for example, closure of RCRA waste management units, recovery of hydrocarbons, handling of impacted soil, mitigation of surface water impacts and prevention or mitigation of off-site migration. A change in this approach as a result of changing the intended use of a property or a sale to a third party could result in a comparatively higher cost remediation strategy in the accrualsfuture.
The Partnership currently owns or operates certain retail gasoline outlets where releases of petroleum products have occurred. Federal and state laws and regulations require that contamination caused by such certain of releases at these sites and at formerly owned sites be assessed and remediated to meet the applicable standards. Our obligation to remediate this type of contamination varies, depending on an undiscounted basis, to the extent they are probable of occurrencethe release and reasonably estimable. ETPthe applicable laws and regulations. If the Partnership is eligible to participate, a portion of the remediation costs may be recoverable from the reimbursement fund of the applicable state, after any deductible has established a wholly-owned captive insurance company to bear certain

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risks associated with environmental obligations related to certain sites that are no longer operating. The premiums paid to the captive insurance company include estimates for environmental claims that have been incurred but not reported, based on an actuarially determined fully developed claims expense estimate. In such cases, ETP accrues losses attributable to unasserted claims based on the discounted estimates that are used to develop the premiums paid to the captive insurance company.met.
In general, eacha remediation site/site or issue is typically evaluated individuallyon an individual basis based upon information available for the site/site or issue and no pooling or statistical analysis is used to evaluate an aggregate risk for a group of similar items (e.g.,(for example, service station sites) in determining the amount of probable loss accrual to be recorded. ETP’sThe estimates of environmental remediation costs

also frequently involve evaluation of a range of estimates. In many cases, it is difficult to determine that one point in the range of loss estimates is more likely than any other. In these situations, existing accounting guidance requires thatallows us the minimum amount of the range be accrued.to accrue. Accordingly, the low end of the range often represents the amount of loss which has been recorded.
In addition to the probable and estimable losses which have been recorded, management believes it is reasonably possible (i.e.,(that is, it is less than probable but greater than remote) that additional environmental remediation losses will be incurred. At December 31, 2013,2016, the aggregate of thesuch additional estimated maximum additional reasonably possible losses, which relate to numerous individual sites, totaled approximately $6 million.$5 million, which amount is in excess of the $345 million in environmental accruals recorded on December 31, 2016. This estimate of reasonably possible losses comprises estimates for remediation activities at current logistics and retail assets, and in many cases, reflects the upper end of the loss ranges which are described above. Such estimates include potentially higher contractor costs for expected remediation activities, the potential need to use more costly or comprehensive remediation methods and longer operating and monitoring periods, among other things.
TotalIn summary, total future costs for environmental remediation activities will depend upon, among other things, the identification of any additional sites, the determination of the extent of the contamination at each site, the timing and nature of required remedial actions, the nature of operations at each site, the technology available and needed to meet the various existing legal requirements, the nature and terms of cost-sharing arrangements with other potentially responsible parties, the availability of insurance coverage, the nature and extent of future environmental laws and regulations, inflation rates, terms of consent agreements or remediation permits with regulatory agencies and the determination of the Partnership’s liability at the sites, if any, in light of the number, participation level and financial viability of the other parties. The recognition of additional losses, if and when they were to occur, would likely extend over many years, but management can provide no assurance that it would be over many years. Management believes that the Partnership’s exposure to adverse developments with respect to any individual site is not expected to be material. However, ifIf changes in environmental laws or regulations occur or the assumptions used to estimate losses at multiple sites are adjusted, such changes could materially and adversely impact multiple facilities, formerly owned facilities and third-party sites at the same time.  As a result, from time to time, significant charges against income for environmental remediation may occur; however,occur. And while management does not believe that any such charges would have a material adverse impact on the Partnership’s consolidated financial position.position, it can provide no assurance.
Transwestern conducts soil and groundwater remediation at a number of its facilities. Some of the cleanup activities include remediation of several compressor sites on the Transwestern system for contamination by PCBs, and the costs of this work are not eligible for recovery in rates. The total accrued future estimated cost of remediation activities expected to continue through 2025 is $7 million, which is included in the total environmental accruals mentioned above. Transwestern received FERC approval for rate recovery of projected soil and groundwater remediation costs not related to PCBs effective April 1, 2007. Transwestern, as part of ongoing arrangements with customers, continues to incur costs associated with containing and removing potential PCB contamination. Future costs cannot be reasonably estimated because remediation activities are undertaken as potential claims are made by customers and former customers. Such future costs are not expected to have a material impact on our financial position, results of operations or cash flows, but management can provide no assurance.
Deferred Income Taxes.Underground Storage Tanks. We are required to make financial expenditures to comply with regulations governing underground storage tanks adopted by federal, state and local regulatory agencies. Pursuant to the RCRA, the EPA has established a comprehensive regulatory program for the detection, prevention, investigation and cleanup of leaking underground storage tanks. State or local agencies are often delegated the responsibility for implementing the federal program or developing and implementing equivalent state or local regulations. We have a comprehensive program in place for performing routine tank testing and other compliance activities which are intended to promptly detect and investigate any potential releases. We believe we are in compliance in all material respects with requirements applicable to our underground storage tanks.
Air Emissions. Our operations are subject to the federal Clean Air Act, as amended, and comparable state laws and regulations. These laws and regulations regulate emissions of air pollutants from various industrial sources, including our processing plants, and also impose various monitoring and reporting requirements. Such laws and regulations may require that we obtain pre-approval for the construction or modification of certain projects or facilities, such as our processing plants and compression facilities, expected to produce air emissions or to result in the increase of existing air emissions, that we obtain and strictly comply with air permits containing various emissions and operational limitations, or that we utilize specific emission control technologies to limit emissions. We will incur capital expenditures in the future for air pollution control equipment in connection with obtaining and maintaining operating permits and approvals for air emissions. In addition, our processing plants, pipelines and compression facilities are subject to increasingly stringent regulations, including regulations that require the installation of control technology or the implementation of work practices to control hazardous air pollutants. Moreover, the Clean Air Act requires an operating permit for major sources of emissions and this requirement applies to some of our facilities. Historically, our costs for compliance with existing Clean Air Act and comparable state law requirements have not had a material adverse effect on our results of operations; however, there can be no assurance that such costs will not be material in the future. The EPA and state agencies are often considering, proposing or finalizing new regulations that could impact our existing operations and the costs and timing of new infrastructure development. For example, in October 2015, the EPA published a final rule under the Clean Air Act, lowering

the National Ambient Air Quality Standard (“NAAQS”) for ground-level ozone to 70 parts per billion for the 8-hour primary and secondary ozone standards. The EPA anticipates designating new non-attainment areas by October 1, 2017, and requiring states to revise implementation plans by October 1, 2020, with compliance dates anticipated between 2021 and 2037 determined by the degree of non-attainment.  Compliance with this or other new regulations could, among other things, require installation of new emission controls on some of our equipment, result in longer permitting timelines, and significantly increase our capital expenditures and operating costs, which could adversely impact our business.
Clean Water Act. The Federal Water Pollution Control Act of 1972, as amended, (“Clean Water Act”) and comparable state laws impose restrictions and strict controls regarding the discharge of pollutants, including hydrocarbon-bearing wastes, into state waters and waters of the United States. Pursuant to the Clean Water Act and similar state laws, a National Pollutant Discharge Elimination System, or state permit, or both, must be obtained to discharge pollutants into federal and state waters. In addition, the Clean Water Act and comparable state laws require that individual permits or coverage under general permits be obtained by subject facilities for discharges of storm water runoff. The Clean Water Act also prohibits the discharge of dredge and fill material in regulated waters, including wetlands, unless authorized by permit. In May 2015, the EPA issued a final rule that attempts to clarify the federal jurisdictional reach over waters of the United States but this rule has been stayed nationwide by the U.S. Sixth Circuit Court of Appeals as that appellate court and numerous district courts ponder lawsuits opposing implementation of the rule. In January 2017, the U.S. Supreme Court accepted review of the rule to determine whether jurisdiction rests with the federal district or appellate courts. To the extent the rule expands the scope of the CWA’s jurisdiction, we could face increased costs and delays with respect to obtaining permits for dredge and fill activities in wetland areas.
Spills. Our operations can result in the discharge of regulated substances, including NGLs, crude oil or other products. The Clean Water Act, as amended by the federal Oil Pollution Act of 1990, as amended, (“OPA”), and comparable state laws impose restrictions and strict controls regarding the discharge of regulated substances into state waters or waters of the United States. The Clean Water Act and comparable state laws can impose substantial administrative, civil and criminal penalties for non-compliance including spills and other non-authorized discharges. The OPA subjects owners of covered facilities to strict joint and potentially unlimited liability for removal costs and other consequences of a release of oil, where the release is into navigable waters, along shorelines or in the exclusive economic zone of the United States. Spill prevention control and countermeasure requirements of the Clean Water Act and some state laws require that containment dikes and similar structures be installed to help prevent the impact on navigable waters in the event of a release of oil. The PHMSA, the EPA, or various state regulatory agencies, has approved our oil spill emergency response plans that are to be used in the event of a spill incident.
In addition, some states maintain groundwater protection programs that require permits for discharges or operations that may impact groundwater conditions. Our management believes that compliance with existing permits and compliance with foreseeable new permit requirements will not have a material adverse effect on our results of operations, financial position or expected cash flows.
Endangered Species Act. The Endangered Species Act, as amended, restricts activities that may affect endangered or threatened species or their habitat. Similar protections are offered to migratory birds under the Migratory Bird Treaty Act. We may operate in areas that are currently designated as a habitat for endangered or threatened species or where the discovery of previously unidentified endangered species, or the designation of additional species as endangered or threatened may occur in which event such one or more developments could cause us to incur additional costs, to develop habitat conservation plans, to become subject to expansion or operating restrictions, or bans in the affected areas. Moreover, such designation of previously unprotected species as threatened or endangered in areas where our oil and natural gas exploration and production customers operate could cause our customers to incur increased costs arising from species protection measures and could result in delays or limitations in our customers’ performance of operations, which could reduce demand for our services.
Climate Change. Climate change continues to attract considerable public and scientific attention. As a result, numerous proposals have been made and are likely to continue to be made at the international, national, regional and state levels of government to monitor and limit emissions of GHGs. These efforts have included consideration of cap-and-trade programs, carbon taxes and GHG reporting and tracking programs, and regulations that directly limit GHG emissions from certain sources. At the federal level, no comprehensive climate change legislation has been implemented to date. The EPA has, however, adopted rules under authority of the Clean Air Act that, among other things, establish Potential for Significant Deterioration (“PSD”) construction and Title V operating permit reviews for GHG emissions from certain large stationary sources that are also potential major sources of certain principal, or criteria, pollutant emissions, which reviews could require securing PSD permits at covered facilities emitting GHGs and meeting "best available control technology" standards for those GHG emissions. In addition, the EPA has adopted rules requiring the monitoring and annual reporting of GHG emissions from certain petroleum and natural gas system sources in the U.S., including, among others, onshore processing, transmission, storage and distribution facilities. In October 2015, the EPA amended and expanded the GHG reporting requirements to all segments of the oil and natural gas industry, including gathering and boosting facilities and blowdowns of natural gas transmission pipelines.

Federal agencies also have begun directly regulating emissions of methane, a GHG, from oil and natural gas operations. In June 2016, the EPA published New Source Performance Standards (“NSPS”), known as Subpart OOOOa, that require certain new, modified or reconstructed facilities in the oil and natural gas sector to reduce these methane gas and volatile organic compound emissions. These Subpart OOOOa standards will expand previously issued NSPS published by the EPA in 2012 and known as Subpart OOOO, by using certain equipment-specific emissions control practices, requiring additional controls for pneumatic controllers and pumps as well as compressors, and imposing leak detection and repair requirements for natural gas compressor and booster stations. Moreover, in November 2016, the EPA began seeking information about methane emissions from facilities and operators in the oil and natural gas industry that could be used to develop Existing Source Performance Standards. Additionally, in December 2015, the United States joined the international community at the 21st Conference of the Parties of the United Nations Framework Convention on Climate Change in Paris, France preparing an agreement requiring member countries to review and “represent a progression” in their intended nationally determined contributions, which set GHG emission reduction goals every five years beginning in 2020. This “Paris agreement” was signed by the United States in April 2016 and entered into force in November 2016; however, this agreement does not create any binding obligations for nations to limit their GHG emissions, but rather includes pledges to voluntarily limit or reduce future emissions.
The adoption and implementation of any international, federal or state legislation or regulations that require reporting of GHGs or otherwise restrict emissions of GHGs could result in increased compliance costs or additional operating restrictions, and could have a material adverse effect on our business, financial condition, demand for our services, results of operations, and cash flows. Finally, some scientists have concluded that increasing concentrations of GHG in the atmosphere may produce climate changes that have significant physical effects, such as increased frequency and severity of storms, droughts, and floods and other climate events that could have an adverse effect on our assets.
Some have suggested that one consequence of climate change could be increased severity of extreme weather, such as increased hurricanes and floods. If such effects were to occur, our operations could be adversely affected in various ways, including damages to our facilities from powerful winds or rising waters, or increased costs for insurance. Another possible consequence of climate change is increased volatility in seasonal temperatures. The market for our NGLs and natural gas is generally improved by periods of colder weather and impaired by periods of warmer weather, so any changes in climate could affect the market for the fuels that we produce. Despite the use of the term “global warming” as a shorthand for climate change, some studies indicate that climate change could cause some areas to experience temperatures substantially colder than their historical averages. As a result, it is difficult to predict how the market for our products could be affected by increased temperature volatility, although if there is an overall trend of warmer temperatures, it would be expected to have an adverse effect on our business.
Other Government Regulation. The Petroleum Marketing Practices Act, or “PMPA”, is a federal law that governs the relationship between a refiner and a distributor, as well as between a distributor and branded dealer, pursuant to which the refiner or distributor permits a distributor or dealer to use a trademark in connection with the sale or distribution of motor fuel. Under the PMPA, we may not terminate or fail to renew a branded distributor contract unless certain enumerated preconditions or grounds for termination or nonrenewal are met and we also comply with the prescribed notice requirements. Additionally, we are subject to state petroleum franchise laws as well as laws specific to gasoline retailers and dealers, including state laws that regulate our relationships with third parties to whom we lease sites and supply motor fuels.
Employee Health and Safety. We are subject to the requirements of the federal OSHA and comparable state laws that regulate the protection of the health and safety of workers. In addition, the OSHA hazard communication standard requires that information be maintained about hazardous materials used or produced in operations and that this information be provided to employees, state and local government authorities and citizens. We believe that our past costs for OSHA required activities, including general industry standards, recordkeeping requirements, and monitoring of occupational exposure to regulated substances, have not had a material adverse effect on our results of operations but there is no assurance that such costs will not be material in the future.
Employees
As of December 31, 2016, ETE recognizes benefitsand its consolidated subsidiaries employed an aggregate of 30,992 employees, 1,760 of which are represented by labor unions. We and our subsidiaries believe that our relations with our employees are satisfactory.
SEC Reporting
We file or furnish annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any related amendments and supplements thereto with the SEC. From time to time, we may also file registration and related statements pertaining to equity or debt offerings. You may read and copy any materials we file or furnish with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information regarding the Public Reference Room by calling the SEC at 1-800-732-0330. In addition, the SEC maintains an internet website at http://www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

We provide electronic access, free of charge, to our periodic and current reports, and amendments to these reports, on our internet website located at http://www.energytransfer.com. These reports are available on our website as soon as reasonably practicable after we electronically file such materials with the SEC. Information contained on our website is not part of this report.
ITEM 1A.  RISK FACTORS
In addition to risks and uncertainties in the ordinary course of business that are common to all businesses, important factors that are specific to our structure as a limited partnership, our industry and our company could materially impact our future performance and results of operations. We have provided below a list of these risk factors that should be reviewed when considering an investment in our securities. ETP, Panhandle, PennTex, Sunoco Logistics and Sunoco LP file Annual Reports on Form 10-K that include risk factors that can be reviewed for further information. The risk factors set forth below, and those included in ETP’s, Panhandle’s, PennTex’s, Sunoco Logistics’ and Sunoco LP’s Annual Reports, are not all the risks we face and other factors currently considered immaterial or unknown to us may impact our future operations.
Risks Inherent in an Investment in Us
Cash distributions are not guaranteed and may fluctuate with our performance or other external factors.
The source of our earnings and related deferredcash flow is cash distributions from ETP, PennTex, Sunoco LP and Sunoco Logistics via the Class H Units. Therefore, the amount of distributions we are currently able to make to our Unitholders may fluctuate based on the level of distributions ETP, PennTex, Sunoco LP or Sunoco Logistics makes to their partners. ETP, PennTex, Sunoco LP or Sunoco Logistics may not be able to continue to make quarterly distributions at their current level or increase their quarterly distributions in the future. In addition, while we would expect to increase or decrease distributions to our Unitholders if ETP, PennTex, Sunoco LP or Sunoco Logistics increases or decreases distributions to us, the timing and amount of such increased or decreased distributions, if any, will not necessarily be comparable to the timing and amount of the increase or decrease in distributions made by ETP, PennTex, Sunoco LP or Sunoco Logistics to us.
Our ability to distribute cash received from ETP, PennTex, Sunoco LP and Sunoco Logistics to our Unitholders is limited by a number of factors, including:
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, PennTex, Sunoco LP and Sunoco Logistics, including tax assetsliabilities of our corporate subsidiaries, if any; and
reserves our General Partner believes prudent for net operating loss carryforwards (“NOLs”) and tax credit carryforwards. If necessary, a chargeus to earnings and a related valuation allowance are recordedmaintain for the proper conduct of our business or to reduce deferred tax assetsprovide for future distributions.
We cannot guarantee that in the future we will be able to anpay distributions or that any distributions we do make will be at or above our current quarterly distribution. The actual amount of cash that is more likelyavailable for distribution to our Unitholders will depend on numerous factors, many of which are beyond our control or the control of our General Partner.
Our cash flow depends primarily on the cash distributions we receive from our partnership interests, including the incentive distribution rights, in ETP and Sunoco LP and, therefore, our cash flow is dependent upon the ability of ETP and Sunoco LP to make distributions in respect of those partnership interests.
We do not have any significant assets other than our partnership interests in ETP and Sunoco LP and our LNG business. Our interest in ETP includes Class H Units, for which distributions to us are based on a percentage of the general partner interest and incentive distribution right in Sunoco Logistics. As a result, our cash flow depends on the performance of ETP, PennTex, Sunoco LP and Sunoco Logistics and their respective subsidiaries and ETP’s and Sunoco LP’s ability to make cash distributions to us, which is dependent on the results of operations, cash flows and financial condition of ETP, PennTex, Sunoco LP and Sunoco Logistics.
The amount of cash that ETP, PennTex, Sunoco LP and Sunoco Logistics can distribute to their partners, including us, each quarter depends upon the amount of cash they generate from their operations, which will fluctuate from quarter to quarter and will depend upon, among other things:
the amount of natural gas, crude oil and products transported through ETP’s and Sunoco Logistics’ transportation pipelines and gathering systems;

the level of throughput in processing and treating operations;
the fees charged and the margins realized by ETP, PennTex, Sunoco LP and Sunoco Logistics for their services;
the price of natural gas, NGLs, crude oil and products;
the relationship between natural gas, NGL and crude oil prices;
the amount of cash distributions ETP receives with respect to the PennTex, Sunoco Logistics and 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.
In addition, the actual amount of cash that ETP, PennTex, Sunoco LP and Sunoco Logistics will have available for distribution will also depend on other factors, such as:
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.
ETE does not have any control over many of these factors, including the level of cash reserves established by the board of directors and ETP’s General Partners. Accordingly, we cannot guarantee that ETP, PennTex, Sunoco LP or Sunoco Logistics will have sufficient available cash to pay a specific level of cash distributions to its partners.
Furthermore, Unitholders should be aware that the amount of cash that ETP and Sunoco LP have available for distribution depends primarily upon cash flow and is not solely a function of profitability, which is affected by non-cash items. As a result, ETP and Sunoco LP may declare and/or pay cash distributions during periods when they record net losses. Please read “Risks Related to the Businesses of Energy Transfer Partners” included in this Item 1A for a discussion of further risks affecting ETP’s ability to generate distributable cash flow.
We may issue an unlimited number of limited partner interests without the consent of our Unitholders, which will dilute Unitholders’ ownership interest in us and may increase the risk that we will not have sufficient available cash to maintain or increase our per unit distribution level.
Our partnership agreement allows us to issue an unlimited number of additional limited partner interests, including securities senior to the Common Units, without the approval of our Unitholders. The issuance of additional Common Units or other equity securities by us will have the following effects:
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.
In addition, ETP and Sunoco LP may sell an unlimited number of limited partner interests without the consent of the respective Unitholders, which will dilute existing interests of the respective Unitholders, including us. The issuance of additional Common Units or other equity securities by ETP will have essentially the same effects as detailed above.
ETP, PennTex, Sunoco LP, and Sunoco Logistics may issue additional Common Units, which may increase the risk that each Partnership will not have sufficient available cash to maintain or increase its per unit distribution level.
The partnership agreements of ETP, Sunoco Logistics, PennTex and Sunoco LP allow each partnership to issue an unlimited number of additional limited partner interests. The issuance of additional common units or other equity securities by each respective partnership will have the following effects:
Unitholders’ current proportionate ownership interest in the respective partnerships 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 the respective partnerships common units may decline.
The payment of distributions on any additional units issued by ETP, PennTex, Sunoco LP and Sunoco Logistics may increase the risk that either partnership may not have sufficient cash available to maintain or increase its per unit distribution level, which in turn may impact the available cash that we have to meet our obligations.
Unitholders have limited voting rights and are not entitled to elect the General Partner or its directors. In addition, even if Unitholders are dissatisfied, they cannot easily remove the General Partner.
Unlike the holders of common stock in a corporation, Unitholders have only limited voting rights on matters affecting our business, and therefore limited ability to influence management’s decisions regarding our business. Unitholders did not elect our General Partner and will have no right to elect our General Partner or the officers or directors of our General Partner on an annual or other continuing basis.
Furthermore, if our Unitholders are dissatisfied with the performance of our General Partner, they may be unable to remove our General Partner. Our General Partner may not be removed except, among other things, upon the vote of the holders of at least 66 2/3% of our outstanding units. As of December 31, 2016, our directors and executive officers directly or indirectly own approximately 27% of our outstanding Common Units. It will be particularly difficult for our General Partner to be realizedremoved without the consent of our directors and executive officers. As a result, the price at which our Common Units will trade may be lower because of the absence or reduction of a takeover premium in the trading price.
Furthermore, Unitholders’ voting rights are further restricted by the partnership agreement provision providing that any units held by a person that owns 20% or more of any class of units then outstanding, other than the General Partner and its affiliates, cannot be voted on any matter.
Our General Partner may, in its sole discretion, approve the issuance of partnership securities and specify the terms of such partnership securities.
Pursuant to our partnership agreement, our General Partner has the ability, in its sole discretion and without the approval of the Unitholders, to approve the issuance of securities by the Partnership at any time and to specify the terms and conditions of such securities. The securities authorized to be issued may be issued in one or more classes or series, with such designations, preferences, rights, powers and duties (which may be senior to existing classes and series of partnership securities), as shall be determined by our General Partner, including:
the right to share in the future. Deferred income taxPartnership’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.
Please see “—We may issue an unlimited number of limited partner interests without the consent of our Unitholders, which will dilute Unitholders’ ownership interest in us and may increase the risk that we will not have sufficient available cash to maintain or increase our per unit distribution level.” above.
The control of our General Partner may be transferred to a third party without Unitholder consent.
The General Partner may transfer its general partner interest to a third party without the consent of the Unitholders. Furthermore, the members of our General Partner may transfer all or part of their ownership interest in our General Partner to a third party without the consent of the Unitholders. Any new owner or owners of our General Partner or the general partner of the General Partner would be in a position to replace the directors and officers of our General Partner with its own choices and to control the decisions made and actions taken by the board of directors and officers.
We are dependent on third parties, including key personnel of ETP under a shared services agreement, to provide the financial, accounting, administrative and legal services necessary to operate our business.
We rely on the services of key personnel of ETP, including the ongoing involvement and continued leadership of Kelcy L. Warren, one of the founders of ETP’s midstream business. Mr. Warren has been integral to the success of ETP’s midstream and intrastate transportation and storage businesses because of his ability to identify and develop strategic business opportunities. Losing the leadership of Mr. Warren could make it difficult for ETP to identify internal growth projects and accretive acquisitions, which could have a material adverse effect on ETP’s ability to increase the cash distributions paid on its partnership interests.
ETP’s executive officers that provide services to us pursuant to a shared services agreement allocate their time between us and ETP. To the extent that these officers face conflicts regarding the allocation of their time, we may not receive the level of attention from them that the management of our business requires. If ETP is unable to provide us with a sufficient number of personnel with the appropriate level of technical accounting and financial expertise, our internal accounting controls could be adversely impacted.
Cost reimbursements due to our General Partner may be substantial and may reduce our ability to pay the distributions to our Unitholders.
Prior to making any distributions to our Unitholders, we will reimburse our General Partner for all expenses it has incurred on our behalf. In addition, our General Partner and its affiliates may provide us with services for which we will be charged reasonable fees as determined by our General Partner. The reimbursement of these expenses and the payment of these fees could adversely affect our ability to make distributions to our Unitholders. Our General Partner has sole discretion to determine the amount of these expenses and fees.
In addition, under Delaware partnership law, our General Partner has unlimited liability for our obligations, such as our debts and environmental liabilities, except for our contractual obligations that are expressly made without recourse to our General Partner. To the extent our General Partner incurs obligations on our behalf, we are obligated to reimburse or indemnify it. If we are unable or unwilling to reimburse or indemnify our General Partner, our General Partner may take actions to cause us to make payments of these obligations and liabilities. Any such payments could reduce the amount of cash available for distribution to our Unitholders and cause the value of our Common Units to decline.
A reduction in ETP’s, Sunoco LP’s or Sunoco Logistics’ distributions will disproportionately affect the amount of cash distributions to which ETE is entitled.
ETE indirectly owns all of the IDRs of ETP and Sunoco LP. Additionally, through its ownership of ETP Class H units and a 0.1% interest in Sunoco Logistics’ general partner, ETE is entitled to receive 90.15% of the cash distributions related to the IDRs of Sunoco Logistics, while ETP is entitled to receive the remaining 9.85% of such cash distributions. These IDRs entitle the holder to receive increasing percentages of total cash distributions made by each of ETP, Sunoco LP and Sunoco Logistics as such entity reaches established target cash distribution levels as specified in its partnership agreement. ETE currently receives its pro rata share of cash distributions from ETP and Sunoco LP based on the highest sharing level of 48% and 50% in respect of the ETP IDRs and Sunoco LP IDRs, respectively. ETE and ETP currently receive their pro rata share of cash distributions from Sunoco Logistics based on the highest sharing level of 48% in respect of the Sunoco Logistics IDRs.
A decrease in the amount of distributions by ETP to ETE to less than $0.4125 per unit per quarter would reduce ETE’s percentage of the incremental cash distributions from ETP above $0.3175 per unit per quarter from 48% to 23%, and a decrease in the amount

of distributions by Sunoco LP to ETE to less than $0.6563 per unit per quarter would reduce ETE’s percentage of the incremental cash distributions from Sunoco LP above $0.5469 per unit per quarter from 50% to 25%. Likewise, a decrease in the amount of distributions from Sunoco Logistics to less than $0.5275 per unit per quarter would reduce the percentage of the incremental cash distributions received by ETE and ETP from Sunoco Logistics above $0.1917 per unit per quarter from 48% to 35%. As a result, any such reduction in quarterly cash distributions from the ETP, Sunoco LP or Sunoco Logistics would have the effect of disproportionately reducing the amount of all distributions that ETE and ETP receive, based on their ownership interest in the IDRs as compared to cash distributions they receive from their general partner interest and common units in such entity.
The consolidated debt level and debt agreements of ETP, PennTex, Sunoco Logistics and Sunoco LP and those of their subsidiaries may limit the distributions we receive from ETP, PennTex, Sunoco Logistics and Sunoco LP, as well as our future financial and operating flexibility.
ETP’s, PennTex’s, Sunoco Logistics’ and Sunoco LP’s levels of indebtedness affect their operations in several ways, including, among other things:
a significant portion of ETP’s, PennTex’s, Sunoco Logistics’ 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, PennTex’s, Sunoco Logistics’ 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, PennTex’s, Sunoco Logistics’ 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, PennTex, Sunoco Logistics 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.
We do not have the same flexibility as other types of organizations to accumulate cash, which may limit cash available to service our debt or to repay debt at maturity.
Unlike a corporation, our partnership agreement requires us to distribute, on a quarterly basis, 100% of our Available Cash (as defined in our partnership agreement) to our Unitholders of record and our General Partner. Available Cash is generally all of our cash on hand as of the end of a quarter, adjusted for cash distributions and net changes to reserves. Our General Partner will determine the amount and timing of such distributions and has broad discretion to establish and make additions to our reserves or the reserves of our operating subsidiaries in amounts it determines in its reasonable discretion to be necessary or appropriate:
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.
A downgrade of our credit ratings could impact our and our subsidiaries’ liquidity, access to capital and costs of doing business, and maintaining credit ratings is under the control of independent third parties.
A downgrade of our credit ratings might increase our and our subsidiaries’ cost of borrowing and could require us to post collateral with third parties, negatively impacting our available liquidity. Our and our subsidiaries’ ability to access capital markets could also be limited by a downgrade of our credit ratings and other disruptions. Such disruptions could include:
economic downturns;
deteriorating capital market conditions;
declining market prices for 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.
Our subsidiaries are not prohibited from competing with us.
Neither our partnership agreement nor the partnership agreements of our subsidiaries, including ETP, Sunoco Logistics, PennTex and Sunoco LP, prohibit our subsidiaries from owning assets attributableor engaging in businesses that compete directly or indirectly with us. In addition, our subsidiaries may acquire, construct or dispose of any assets in the future without any obligation to stateoffer us the opportunity to purchase or construct any of those assets.
Capital projects will require significant amounts of debt and federal NOLsequity financing, which may not be available to ETP on acceptable terms, or at all.
ETP plans to fund its growth capital expenditures, including any new future pipeline construction projects and federal taximprovements or repairs to existing facilities that ETP may undertake, with proceeds from sales of ETP’s debt and equity securities and borrowings under its revolving credit facility; however, ETP cannot be certain that it will be able to issue debt and equity securities on terms satisfactory to it, or at all. In addition, ETP may be unable to obtain adequate funding under its current revolving credit facility because ETP’s lending counterparties may be unwilling or unable to meet their funding obligations. If ETP is unable to finance its expansion projects as expected, ETP could be required to seek alternative minimum taxfinancing, the terms of which may not be attractive to ETP, or to revise or cancel its expansion plans.
A significant increase in ETP’s indebtedness that is proportionately greater than ETP’s issuance of equity could negatively impact ETP’s credit carryforwards totaling $217 millionratings or its ability to remain in compliance with the financial covenants under its revolving credit agreement, which could have been includeda material adverse effect on ETP’s financial condition, results of operations and cash flows.
Increases in ETE’sinterest rates could materially adversely affect our business, results of operations, cash flows and financial condition.
In addition to our exposure to commodity prices, we have significant exposure to changes in interest rates. Approximately $11.60 billion of our consolidated balance sheetdebt as of December 31, 2013.2016 bears interest at variable interest rates and the remainder bears interest at fixed rates. To the extent that we have debt with floating interest rates, our results of operations, cash flows and financial condition could be materially adversely affected by increases in interest rates. We manage a portion of our interest rate exposures by utilizing interest rate swaps.
An increase in interest rates may also cause a corresponding decline in demand for equity investments, in general, and in particular for yield-based equity investments such as our Common Units. Any such reduction in demand for our Common Units resulting from other more attractive investment opportunities may cause the trading price of our Common Units to decline.
Unitholders may have liability to repay distributions.
Under certain circumstances, Unitholders may have to repay us amounts wrongfully distributed to them. Under Delaware law, we may not make a distribution to Unitholders if the distribution causes our liabilities to exceed the fair value of our assets. Liabilities to partners on account of their partnership interests and non-recourse liabilities are not counted for purposes of determining whether a distribution is permitted. Delaware law provides that a limited partner who receives such a distribution and knew at the time of the distribution that the distribution violated Delaware law, will be liable to the limited partnership for the distribution amount for three years from the distribution date. Under Delaware law, an assignee who becomes a substituted limited partner of a limited partnership is liable for the obligations of the assignor to make contributions to the partnership. However, such an assignee is not obligated for liabilities unknown to him at the time he or she became a limited partner if the liabilities could not be determined from the partnership agreement.
We have a holding company structure in which our subsidiaries conduct our operations and own our operating assets.
We are a holding company, and our subsidiaries conduct all of our operations and own all of our operating assets. We do not have significant assets other than the partnership interests and the equity in our subsidiaries. As a result, our ability to pay distributions to our Unitholders and to service our debt depends on the performance of our subsidiaries and their ability to distribute funds to us. The ability of our subsidiaries to make distributions to us may be restricted by, among other things, credit facilities and applicable state partnership laws and other laws and regulations. If we are unable to obtain funds from our subsidiaries we may not be able to pay distributions to our Unitholders or to pay interest or principal on our debt when due.

Unitholders may not have limited liability if a court finds that unitholder actions constitute control of our business.
Under Delaware law, a unitholder could be held liable for our obligations to the same extent as a general partner if a court determined that the right of unitholders to remove our general partner or to take other action under our partnership agreement constituted participation in the “control” of our business.
Our general partner generally has unlimited liability for our obligations, such as our debts and environmental liabilities, except for those contractual obligations that are expressly made without recourse to our general partner. Our partnership agreement allows the general partner to incur obligations on our behalf that are expressly non-recourse to the general partner. The general partner has entered into such limited recourse obligations in most instances involving payment liability and intends to do so in the future.
In addition, Section 17-607 of the Delaware Revised Uniform Limited Partnership Act provides that under some circumstances, a unitholder may be liable to us for the amount of a distribution for a period of three years from the date of the distribution.
Our debt level and debt agreements may limit our ability to make distributions to Unitholders and may limit our future financial and operating flexibility and may require asset sales.
As of December 31, 2016, we had approximately $6.36 billion of debt on a stand-alone basis and approximately $43.80 billion of consolidated debt, excluding the debt of our joint ventures. Our level of indebtedness affects our operations in several ways, including, among other things:
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.
In order for us to manage our debt levels, we may need to sell assets, issue additional equity securities, reduce the cash distributions we pay to our unitholders or a combination thereof. In the event that we sell assets, the future cash generating capacity of our remaining asset base may be diminished. In the event that we issue additional equity securities, we may need to issue these securities at a time when our common unit price is depressed and therefore we may not receive favorable prices for our common units or favorable prices or terms for other types of equity securities. In the event we reduce cash distributions on our common units, the public trading price of our common units could decline significantly.
Our General Partner has a limited call right that may require Unitholders to sell their units at an undesirable time or price.
If at any time our General Partner and its affiliates own more than 90% of our outstanding units, our General Partner will have the right, but not the obligation, which it may assign to any of its affiliates or to us, to acquire all, but not less than all, of the units held by unaffiliated persons at a price not less than their then-current market price. As a result, Unitholders may be required to sell their units at an undesirable time or price and may not receive any return on their investment. Unitholders may also incur a tax liability upon a sale of their units. As of December 31, 2016, the directors and executive officers of our General Partner owned approximately 27% of our Common Units.
Litigation commenced by WMB against ETE and its affiliates could cause ETE to incur substantial costs, may present material distractions and, if decided adverse to ETE, could negatively impact ETE’s financial position and credit ratings.
WMB filed a complaint against ETE and its affiliates in the Delaware Court of Chancery, alleging that the defendants breached the merger agreement between WMB, ETE, and several of ETE’s affiliates.  Following a ruling by the Court on June 24, 2016, which allowed for the subsequent termination of the merger agreement by ETE on June 29, 2016, WMB filed a notice of appeal to the Supreme Court of Delaware.  WMB filed an amended complaint on September 16, 2016 and seeks a $410 million termination fee and additional damages of up to $10 billion based on the purported lost value of the merger consideration. These damages claims are based on the alleged breaches of the Merger Agreement, as well as new allegations that the ETE Defendants breached an additional representation and warranty in the Merger Agreement. The ETE Defendants filed amended counterclaims and

affirmative defenses on September 23, 2016 and seek a $1.48 billion termination fee under the Merger Agreement and additional damages caused by WMB’s misconduct. These damages claims are based on the alleged breaches of the Merger Agreement, as well as new allegations that WMB breached the Merger Agreement by failing to disclose material information that was required to be disclosed in the Form S-4. On September 29, 2016, WMB filed a motion to dismiss the ETE Defendants’ amended counterclaims and to strike certain of the ETE Defendants’ affirmative defenses. Following briefing by the parties on WMB’s motion, the Delaware Court of Chancery held oral arguments on November 30, 2016. The parties are awaiting the Court’s decision.  On January 11, 2017, the parties held oral argument before the Delaware Supreme Court on WMB’s appeal of the June 24 ruling. The Delaware Supreme Court has taken the matter under advisement. These lawsuits could result in substantial costs to ETE, including litigation costs and settlement costs. ETE believes that the time required by the management of ETE and its counsel to defend against the allegations made by WMB in the litigation against ETE and its affiliates is likely to be substantial and the time required by the officers and employees of LE GP, assuming WMB actively pursues such litigation, is also likely to be substantial. The defense or settlement of any lawsuit or claim that remains unresolved may result in negative media attention, and may adversely affect ETE’s business, reputation, financial condition, results of operations, cash flows and market price.
Risks Related to Conflicts of Interest
Although we control ETP and Sunoco LP through our ownership of their general partners, ETP’s and Sunoco LP’s general partners owe fiduciary duties to ETP and ETP’s unitholders and Sunoco LP and Sunoco LP’s unitholders, respectively, which may conflict with our interests.
Conflicts of interest exist and may arise in the future as a result of the relationships between us and our affiliates, on the one hand, and ETP and Sunoco LP and their respective limited partners, on the other hand. The directors and officers of ETP’s and Sunoco LP’s General Partners have fiduciary duties to manage ETP and Sunoco LP, respectively, in a manner beneficial to us. At the same time, the General Partners have fiduciary duties to manage ETP and Sunoco LP in a manner beneficial to ETP and Sunoco LP and their respective limited partners. The boards of directors of ETP’s and Sunoco LP’s General Partner will resolve any such conflict and have broad latitude to consider the interests of all parties to the conflict. The resolution of these conflicts may not always be in our best interest.
For example, conflicts of interest with ETP and Sunoco LP may arise in the following situations:
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.
The fiduciary duties of our General Partner’s officers and directors may conflict with those of ETP’s or Sunoco LP’s respective general partners.
Conflicts of interest may arise because of the relationships among ETP, Sunoco LP, their general partners and us. Our general partner’s directors and officers have fiduciary duties to manage our business in a manner beneficial to us and our Unitholders. Some of our General Partner’s directors are also directors and officers of ETP’s general partner or Sunoco LP’s general partner, and have fiduciary duties to manage the respective businesses of ETP and Sunoco LP in a manner beneficial to ETP, Sunoco LP and their respective Unitholders. The resolution of these conflicts may not always be in our best interest or that of our Unitholders.
Potential conflicts of interest may arise among our General Partner, its affiliates and us. Our General Partner and its affiliates have limited fiduciary duties to us, which may permit them to favor their own interests to the detriment of us.
Conflicts of interest may arise among our General Partner and its affiliates, on the one hand, and us, on the other hand. As a result of these conflicts, our General Partner may favor its own interests and the interests of its affiliates over our interests. These conflicts include, among others, the following:

Our General Partner is allowed to take into account the interests of parties other than us, including ETP 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.
Our partnership agreement limits our General Partner’s fiduciary duties to us and restricts the remedies available for actions taken by our General Partner that might otherwise constitute breaches of fiduciary duty.
Our partnership agreement contains provisions that reduce the standards to which our General Partner would otherwise be held by state fiduciary duty law. For example, our partnership agreement:
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.
The general partner’s absolute discretion in determining the level of cash reserves may adversely affect our ability to make cash distributions to our Unitholders.
Our partnership agreement requires the general partner to deduct from operating surplus cash reserves that in its reasonable discretion are necessary to fund our future operating expenditures. In addition, our partnership agreement permits the general partner to reduce available cash by establishing cash reserves for the proper conduct of our business, to comply with applicable

law or agreements to which we are a party or to provide funds for future distributions to partners. These cash reserves will affect the amount of cash available for distribution to unitholders.
Risks Related to the Businesses of ETP and Sunoco LP
Since our cash flows consist exclusively of distributions from ETP and Sunoco LP, risks to the businesses of ETP and Sunoco LP are also risks to us. We have set forth below risks to the businesses of ETP and Sunoco LP, the occurrence of which could have a negative impact on their respective financial performance and decrease the amount of cash they are able to distribute to us.
ETP and Sunoco Logistics do not control, and therefore may not be able to cause or prevent certain actions by, certain of their joint ventures.
Certain of ETP’s and Sunoco Logistics’ joint ventures have their own governing boards, and ETP or Sunoco Logistics may not control all of the decisions of those boards. Consequently, it may be difficult or impossible for ETP or Sunoco Logistics to cause the joint venture entity to take actions that ETP or Sunoco Logistics believes would be in their or the joint venture’s best interests. Likewise, ETP or Sunoco Logistics may be unable to prevent actions of the joint venture.
ETP and Sunoco LP are exposed to the credit risk of their respective customers and derivative counterparties, and an increase in the nonpayment and nonperformance by their respective customers or derivative counterparties could reduce their respective ability to make distributions to their Unitholders, including to us.
The risks of nonpayment and nonperformance by ETP’s and Sunoco LP’s respective customers are a major concern in their respective businesses. Participants in the energy industry have been subjected to heightened scrutiny from the financial markets in light of past collapses and failures of other energy companies. ETP and Sunoco LP are subject to risks of loss resulting from nonpayment or nonperformance by their respective customers, especially during the current low commodity price environment impacting many oil and gas producers. As a result, the current commodity price volatility and the tightening of credit in the financial markets may make it more difficult for customers to obtain financing and, depending on the degree to which this occurs, there may be a material increase in the nonpayment and nonperformance by ETP’s and Sunoco LP’s customers. To the extent one or more of our customers is in financial distress or commences bankruptcy proceedings, contracts with these customers may be subject to renegotiation or rejection under applicable provisions of the United States Bankruptcy Code. In addition, our risk management activities are subject to the risks that a counterparty may not perform its obligation under the applicable derivative instrument, the terms of the derivative instruments are imperfect, and our risk management policies and procedures are not properly followed. Any material nonpayment or nonperformance by our customers or our derivative counterparties could reduce our ability to make distributions to our Unitholders. Any substantial increase in the nonpayment and nonperformance by ETP’s or Sunoco LP’s customers could have a material adverse effect on ETP’s or Sunoco LP’s respective results of operations and operating cash flows.
The use of derivative financial instruments could result in material financial losses by ETP and Sunoco LP.
From time to time, ETP and Sunoco LP have sought to reduce our exposure to fluctuations in commodity prices and interest rates by using derivative financial instruments and other risk management mechanisms and by their trading, marketing and/or system optimization activities. To the extent that either ETP or Sunoco LP hedges its commodity price and interest rate exposures, it foregoes the benefits it would otherwise experience if commodity prices or interest rates were to change favorably. In addition, even though monitored by management, ETP’s and Sunoco LP’s derivatives activities can result in losses. Such losses could occur under various circumstances, including if a counterparty does not perform its obligations under the derivative arrangement, the hedge is imperfect, commodity prices move unfavorably related to ETP’s or Sunoco LP’s physical or financial positions, or internal hedging policies and procedures are not followed.
The accounting standards regarding hedge accounting are very complex, and even when we engage in hedging transactions that are effective economically (whether to mitigate our exposure to fluctuations in commodity prices, or to balance our exposure to fixed and variable interest rates), these transactions may not be considered effective for accounting purposes. Accordingly, our consolidated financial statements may reflect some volatility due to these hedges, even when there is no underlying economic impact at that point. It is also not always possible for us to engage in a hedging transaction that completely mitigates our exposure to commodity prices. Our consolidated financial statements may reflect a gain or loss arising from an exposure to commodity prices for which we are unable to enter into a completely effective hedge.
In addition, even though monitored by management, our derivatives activities can result in losses. Such losses could occur under various circumstances, including if a counterparty does not perform its obligations under the derivative arrangement, the hedge is imperfect, commodity prices move unfavorably related to our physical or financial positions or hedging policies and procedures are not followed.

The inability to continue to access lands owned by third parties, including tribal lands, could adversely affect ETP’s and Sunoco LP’s ability to operate and adversely affect their financial results.
ETP’s ability to operate its pipeline systems and terminal facilities on certain lands owned by third parties, including lands held in trust by the United States for the benefit of a Native American tribe, will depend on their success in maintaining existing rights-of-way and obtaining new rights-of-way on those lands. Securing extensions of existing and any additional rights-of-way is also critical to ETP’s ability to pursue expansion projects. ETP cannot provide any assurance that they will be able to acquire new rights-of-way or maintain access to existing rights-of-way upon the expiration of the current grants or that all of the rights-of-way will be obtainable in a timely fashion. Transwestern’s existing right-of-way agreements with the Navajo Nation, Southern Ute, Pueblo of Laguna and Fort Mojave tribes extend through November 2029, September 2020, December 2022 and April 2019, respectively. ETP’s financial position could be adversely affected if the costs of new or extended right-of-way grants cannot be recovered in rates.
Further, whether ETP has the power of eminent domain for its pipelines varies from state to state, depending upon the type of pipeline and the laws of the particular state. In either case, ETP must compensate landowners for the use of their property and, in eminent domain actions, such compensation may be determined by a court. The inability to exercise the power of eminent domain could negatively affect ETP’s business if they were to lose the right to use or occupy the property on which their pipelines are located.
In addition, Sunoco LP does not own all of the land on which their retail service stations are located. Sunoco LP has rental agreements for approximately 34.7% of the company-operated retail service stations where Sunoco LP currently controls the real estate and has rental agreements for certain logistics facilities. As such, Sunoco LP is subject to the possibility of increased costs under rental agreements with landowners, primarily through rental increases and renewals of expired agreements. Sunoco LP is also subject to the risk that such agreements may not be renewed. Additionally, certain facilities and equipment (or parts thereof) used by Sunoco LP are leased from third parties for specific periods. Sunoco LP’s inability to renew leases or otherwise maintain the right to utilize such facilities and equipment on acceptable terms, or the increased costs to maintain such rights, could have a material adverse effect on its financial condition, results of operations and cash flows.
ETP and Sunoco LP may not be able to fully execute their growth strategies if they encounter increased competition for qualified assets.
ETP and Sunoco LP have strategies that contemplate growth through the development and acquisition of a wide range of midstream, retail and wholesale fuel distribution assets and other energy infrastructure assets while maintaining strong balance sheets. These strategies include constructing and acquiring additional assets and businesses to enhance their ability to compete effectively and diversify their respective asset portfolios, thereby providing more stable cash flow. ETP and Sunoco LP regularly consider and enter into discussions regarding the acquisition of additional assets and businesses, stand-alone development projects or other transactions that ETP and Sunoco LP believe will present opportunities to realize synergies and increase cash flow.
Consistent with their strategies, managements of ETP and Sunoco LP may, from time to time, engage in discussions with potential sellers regarding the possible acquisition of additional assets or businesses. Such acquisition efforts may involve ETP and Sunoco LP management’s participation in processes that involve a number of potential buyers, commonly referred to as “auction” processes, as well as situations in which ETP and Sunoco LP believe it is the only party or one of a very limited number of potential buyers in negotiations with the potential seller. We cannot assure that ETP’s or Sunoco LP’s acquisition efforts will be successful or that any acquisition will be completed on favorable terms.
In addition, ETP and Sunoco LP are experiencing increased competition for the assets they purchase or contemplate purchasing. Increased competition for a limited pool of assets could result in ETP or Sunoco LP losing to other bidders more often or acquiring assets at higher prices, both of which would limit ETP’s and Sunoco LP’s ability to fully execute their respective growth strategies. Inability to execute their respective growth strategies may materially adversely impact ETP’s and Sunoco LP’s results of operations.
An impairment of goodwill and intangible assets could reduce our earnings.
As of December 31, 2016, our consolidated balance sheets reflected $6.74 billion of goodwill and $5.99 billion of intangible assets. Goodwill is recorded when the purchase price of a business exceeds the fair value of the tangible and separately measurable intangible net assets. Accounting principles generally accepted in the United States require us to test goodwill for impairment on an annual basis or when events or circumstances occur, indicating that goodwill might be impaired. Long-lived assets such as intangible assets with finite useful lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If we determine that any of our goodwill or intangible assets were impaired, we would be required to take an immediate charge to earnings with a correlative effect on partners’ capital and balance sheet leverage as measured by debt to total capitalization.


During the fourth quarter of 2016, we performed goodwill impairment tests on our reporting units and recognized goodwill impairments at both ETP and Sunoco LP. The goodwill impairments recognized at ETP consisted of $638 million related to ETP’s interstate transportation and storage operations and $32 million related to ETP’s midstream operations. These impairments are primarily due to decreases in projected future revenues and cash flows driven by reduced volumes as a result of overall declining commodity prices and changes in the markets that these assets serve. During the fourth quarter of 2016, Sunoco LP recognized a goodwill impairment of $642 million in its retail reporting unit primarily due to changes in assumptions related to projected future revenues and cash flows from the dates this goodwill was originally recorded. During the fourth quarter of 2016, Sunoco LP also recognized a $32 million impairment on its Laredo Taco brand name intangible asset primarily due to changes in Sunoco LP’s construction plan for new-to-industry sites and decreases in sales volume in oil field producing regions where Sunoco LP has operations.
If ETP and Sunoco LP do not make acquisitions on economically acceptable terms, their future growth could be limited.
ETP’s and Sunoco LP’s results of operations and their ability to grow and to increase distributions to Unitholders will depend in part on their ability to make acquisitions that are accretive to their respective distributable cash flow.
ETP and Sunoco LP may be unable to make accretive acquisitions for any of the following reasons, among others:
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.
Furthermore, even if ETP or Sunoco LP consummates acquisitions that it believes will be accretive, those acquisitions may in fact adversely affect its results of operations or result in a decrease in distributable cash flow per unit. Any acquisition involves potential risks, including the risk that ETP or Sunoco LP may:
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.
If ETP and Sunoco LP consummate future acquisitions, their respective capitalization and results of operations may change significantly. As ETP and Sunoco LP determine the application of their funds and other resources, Unitholders will not have an opportunity to evaluate the economic, financial and other relevant information that ETP and Sunoco LP will consider.
Protests and legal actions against the Dakota Access pipeline project have caused construction delays and may further delay the completion of the pipeline project.
During the summer of 2016, individuals affiliated with, or sympathetic to, the Standing Rock Sioux Tribe (the “SRST”) began gathering near a construction site on the Dakota Access pipeline project in North Dakota to protest the development of the pipeline project. Some of the protesters eventually trespassed on to the construction site, tampered with equipment, and disrupted construction activity at the site.  At this time, we are working with the various authorities to mitigate the effects of this largely unlawful protest. We believe that Dakota Access now has the necessary permits and approvals to perform all work on the pipeline project. In response to the protests, Dakota Access filed a lawsuit in federal court in North Dakota to restrain protestors from disrupting construction and also requested a temporary restraining order (“TRO”) against the Chairman of the SRST and the protestors. The U.S. District Court granted Dakota Access’s request for a TRO, and the defendants filed a motion to dismiss the case and dissolve the TRO. The Court later granted the defendants’ motions to dissolve the TRO. Dakota Access filed a response to the defendant’s motion to dismiss, and the Court has yet to rule. At this time, we cannot determine how long the protest will continue, how the legal action will be resolved. Construction work on the pipeline is ongoing, and, barring legal delays, we expect

the final portion of the pipeline to be completed in March or April. Additional protests or legal actions may arise in connection with our Dakota Access project or other projects. Trespass on to construction sites or our physical facilities, or other disruptions, could result in further damage to our assets, safety incidents, potential liability or project delays.
In July 2016, the U.S. Army Corps of Engineers (“USACE”) issued permits to Dakota Access consistent with environmental and historic preservation statutes for the pipeline to make two crossings of the Missouri River in North Dakota, including a crossing of the Missouri River at Lake Oahe. The USACE has also issued an easement to allow the pipeline to cross land owned by the USACE adjacent to the Missouri River in two locations. The SRST filed a lawsuit in the U.S. District Court for the District of Columbia against the USACE challenging the legality of the permits issued for the construction of the Dakota Access pipeline across those waterways and claiming violations of the National Historic Preservation Act (“NHPA”). The SRST also sought a preliminary injunction to rescind the USACE permits while the case is pending. Dakota Access’ moved to intervene in the case and that motion was granted by the Court. The SRST has also sought an emergency TRO to stop construction on the pipeline project. On September 9, 2016, the Court denied SRST’s motion for a preliminary injunction. After that decision, the Department of the Army, the Department of Justice, and the Department of the Interior released a joint statement stating that the USACE would not grant the easement for the land adjacent to Lake Oahe until the federal departments completed a review of the SRST’s claims in its lawsuit with respect to the USACE’s compliance with certain federal statutes in connection with its activities related to the granting of the permits. The SRST appealed the denial of the preliminary injunction to the U.S. Court of Appeals for the D.C. Circuit and filed an emergency motion for an injunction pending the appeal to the U.S. District Court. The U.S. District Court denied SRST’s emergency motion for an injunction pending the appeal. The SRST filed an amended complaint and added claims based on treaties between the tribes and the United States and statues governing the use of government property. The D.C. Circuit denied the SRST’s application for a stay pending appeal and later dismissed the SRST’s appeal of the denied TRO.
In December 2016, the Department of the Army announced that, although its prior actions complied with the law, it intended to conduct further environmental review of the crossing at Lake Oahe. In January 2017, pursuant to a presidential memorandum, the Department the Department of the Army decided that no further environmental review was necessary and delivered Dakota Access an easement to cross Lake Oahe. Construction at the site is ongoing. In the fall of 2016, the Cheyenne River Sioux Tribe intervened alongside the SRST. After USACE gave Dakota Access its final easement, the Cheyenne River Sioux moved for a preliminary injunction and temporary restraining order blocking construction. These motions raised, for the first time, claims based on the religious rights of the Tribe. The district court denied the TRO and has yet to decide whether to grant a preliminary injunction. The SRST has also moved for summary judgment on its claims against the government based on its treaty rights and the National Environmental Policy Act, and the district court is still considering this motion. Briefing is ongoing.
In addition, the Oglala and Yankton Sioux tribes have filed related lawsuits in an effort to prevent construction of the Dakota Access pipeline project.
While we believe that the pending lawsuits are unlikely to block construction or operation of the pipeline and that construction on the land adjacent to Lake Oahe will be completed in a timely manner, we cannot assure this outcome. Any significant delay imposed by the court will delay the receipt of revenue from this project. We cannot determine when or how these lawsuits will be resolved or the impact they may have on the Dakota Access project.
Income from ETP’s midstream, transportation, terminalling and storage operations is exposed to risks due to fluctuations in the demand for and price of natural gas, NGLs and oil that are beyond our control.
The prices for natural gas, NGLs and oil (including refined petroleum products) reflect market demand that fluctuates with changes in global and U.S. economic conditions and other factors, including:
the level of domestic natural gas, NGL, and oil production;
the level of natural gas, NGL, and 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 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;
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.
In the past, the prices of natural gas, NGLs and oil have been extremely volatile, and we expect this volatility to continue.
Any loss of business from existing customers or our inability to attract new customers due to a decline in demand for natural gas, NGLs, or oil could have a material adverse effect on our revenues and results of operations. In addition, significant price fluctuations for natural gas, NGL and oil commodities could materially affect our profitability
ETP is affected by competition from other midstream, transportation and storage and retail marketing companies.
We experience competition in all of our business segments. With respect to ETP’s midstream operations, ETP competes for both natural gas supplies and customers for its services. Competitors include major integrated oil companies, interstate and intrastate pipelines and companies that gather, compress, treat, process, transport, store and market natural gas.
ETP’s natural gas and NGL transportation pipelines and storage facilities compete with other interstate and intrastate pipeline companies and storage providers in the transportation and storage of natural gas and NGLs. The principal elements of competition among pipelines are rates, terms of service, access to sources of supply and the flexibility and reliability of service. Natural gas and NGLs also competes with other forms of energy, including electricity, coal, fuel oils and renewable or alternative energy. Competition among fuels and energy supplies is primarily based on price; however, non-price factors, including governmental regulation, environmental impacts, efficiency, ease of use and handling, and the availability of subsidies and tax benefits also affects competitive outcomes.
In markets served by our NGL pipelines, we compete with other pipeline companies and barge, rail and truck fleet operations. We also face competition with other storage and fractionation facilities based on fees charged and the ability to receive, distribute and/or fractionate the customer’s products.
ETP’s crude oil and refined products pipeline operations face significant competition from other pipelines for large volume shipments. These operations also face competition from trucks for incremental and marginal volumes in areas served by Sunoco Logistics’ pipelines. Further, our refined product terminals compete with terminals owned by integrated petroleum companies, refining and marketing companies, independent terminal companies and distribution companies with marketing and trading operations.
ETP may be unable to retain or replace existing midstream, transportation, terminalling and storagecustomers or volumes due to declining demand or increased competition in oil, natural gas and NGL markets, which would reduce revenues and limit future profitability.
The retention or replacement of existing customers and the volume of services that ETP provides at rates sufficient to maintain or increase current revenues and cash flows depends on a number of factors beyond our control, including the price of and demand for oil, natural gas, and NGLs in the markets we serve and competition from other service providers.
A significant portion of ETP’s sales of natural gas are to industrial customers and utilities. As a consequence of the volatility of natural gas prices and increased competition in the industry and other factors, industrial customers, utilities and other gas customers are increasingly reluctant to enter into long-term purchase contracts. Many customers purchase natural gas from more than one supplier and have the ability to change suppliers at any time. Some of these customers also have the ability to switch between gas and alternate fuels in response to relative price fluctuations in the market. Because there are many companies of greatly varying size and financial capacity that compete with us in the marketing of natural gas, we often compete in natural gas sales markets primarily on the basis of price.
ETP also receives a substantial portion of revenues by providing natural gas gathering, processing, treating, transportation and storage services. While a substantial portion of their services are sold under long-term contracts for reserved service, they also provide service on an unreserved or short-term basis. Demand for our services may be substantially reduced due to changing market prices. Declining prices may result in lower rates of natural gas production resulting in less use of services, while rising prices may diminish consumer demand and also limit the use of services. In addition, our competitors may attract our customers’ business. If demand declines or competition increases, we may not be able to sustain existing levels of unreserved service or renew or extend long-term contracts as they expire or we may reduce our rates to meet competitive pressures.
Revenue from ETP’s NGL transportation systems and refined products storage is also exposed to risks due to fluctuations in demand for transportation and storage service as a result of unfavorable commodity prices, competition from nearby pipelines, and other factors. ETP receives substantially all of their transportation revenues through dedicated contracts under which the customer agrees to deliver the total output from particular processing plants that are connected only to their transportation system. Reduction in demand for natural gas or NGLs due to unfavorable prices or other factors, however, may result lower rates of production under dedicated contracts and lower demand for our services. In addition, ETP’s refined products storage revenues

are primarily derived from fixed capacity arrangements between us and our customers, a portion of its revenue is derived from fungible storage and throughput arrangements, under which ETP’s revenue is more dependent upon demand for storage from its customers.
The volume of crude oil and products transported through ETP’s oil pipelines and terminal facilities depends on the availability of attractively priced crude oil and refined products in the areas serviced by our assets. A period of sustained price reductions for crude oil or products could lead to a decline in drilling activity, production and refining of crude oil, or import levels in these areas. A period of sustained increases in the price of crude oil or products supplied from or delivered to any of these areas could materially reduce demand for crude oil or products in these areas. In either case, the volumes of crude oil or products transported in our oil pipelines and terminal facilities could decline.
The loss of existing customers by ETP’s midstream, transportation, terminalling and storage facilities or a reduction in the volume of the services customers purchase from them, or their inability to attract new customers and service volumes would negatively affect revenues, be detrimental to growth, and adversely affect results of operations.
ETP’s midstream facilities and transportation pipelines are attached to basins with naturally declining production, which it may not be able to replace with new sources of supply.
In order to maintain or increase throughput levels on ETP’s gathering systems and transportation pipeline systems and asset utilization rates at our treating and processing plants, ETP must continually contract for new natural gas supplies and natural gas transportation services.
A substantial portion of ETP’s assets, including its gathering systems and processing and treating plants, are connected to natural gas reserves and wells that experience declining production over time. ETP’s gas transportation pipelines are also dependent upon natural gas production in areas served by our gathering systems or in areas served by other gathering systems or transportation pipelines that connect with our transportation pipelines. ETP may not be able to obtain additional contracts for natural gas supplies for its natural gas gathering systems, and may be unable to maintain or increase the levels of natural gas throughput on its transportation pipelines. The primary factors affecting our ability to connect new supplies of natural gas to our gathering systems include our success in contracting for existing natural gas supplies that are not committed to other systems and the level of drilling activity and production of natural gas near our gathering systems or in areas that provide access to its transportation pipelines or markets to which ETP’s systems connect. ETP has no control over the level of drilling activity in its areas of operation, the amount of reserves underlying the wells and the rate at which production from a well will decline. In addition, ETP has no control over producers or their production and contracting decisions.
While a substantial portion of ETP’s services are provided under long-term contracts for reserved service, it also provides service on an unreserved basis. The reserves available through the supply basins connected to our gathering, processing, treating, transportation and storage facilities may decline and may not be replaced by other sources of supply. A decrease in development or production activity could cause a decrease in the volume of unreserved services ETP provides and a decrease in the number and volume of its contracts for reserved transportation service over the long run, which in each case would adversely affect revenues and results of operations.
If we are unable to replace any significant volume declines with additional volumes from other sources, our results of operations and cash flows could be materially and adversely affected.
The profitability of certain activities in ETP’s natural gas gathering, processing, transportation and storage operations is largely dependent upon natural gas commodity prices, price spreads between two or more physical locations and market demand for natural gas and NGLs.
For a portion of the natural gas gathered on ETP’s systems, they purchase natural gas from producers at the wellhead and then gather and deliver the natural gas to pipelines where they typically resell the natural gas under various arrangements, including sales at index prices. Generally, the gross margins realized under these arrangements decrease in periods of low natural gas prices.
ETP also enters into percent-of-proceeds arrangements, keep-whole arrangements, and processing fee agreements pursuant to which they agree to gather and process natural gas received from the producers.
Under percent-of-proceeds arrangements, ETP generally sells the residue gas and NGLs at market prices and remit to the producers an agreed upon percentage of the proceeds based on an index price. In other cases, instead of remitting cash payments to the producer, ETP delivers an agreed upon percentage of the residue gas and NGL volumes to the producer and sell the volumes kept to third parties at market prices. Under these arrangements, ETP’s revenues and gross margins decline when natural gas prices and NGL prices decrease. Accordingly, a decrease in the price of natural gas or NGLs could have an adverse effect on ETP’s revenues and results of operations.

Under keep-whole arrangements, ETP generally sells the NGLs produced from their gathering and processing operations at market prices. Because the extraction of the NGLs from the natural gas during processing reduces the Btu content of the natural gas, ETP must either purchase natural gas at market prices for return to producers or make a cash payment to producers equal to the value of this natural gas. Under these arrangements, gross margins generally decrease when the price of natural gas increases relative to the price of NGLs.
When ETP processes the gas for a fee under processing fee agreements, they may guarantee recoveries to the producer. If recoveries are less than those guaranteed to the producer, ETP may suffer a loss by having to supply liquids or its cash equivalent to keep the producer whole.
ETP also receives fees and retains gas in kind from natural gas transportation and storage customers. The fuel retention fees and the value of gas that ETP retains in kind are directly affected by changes in natural gas prices. Decreases in natural gas prices tend to decrease these fuel retention fees and the value of retained gas.
In addition, ETP receives revenue from their off-gas processing and fractionating system in south Louisiana primarily through customer agreements that are a combination of keep-whole and percent-of-proceeds arrangements, as well as from transportation and fractionation fees. Consequently, a large portion of ETP’s off-gas processing and fractionation revenue is exposed to risks due to fluctuations in commodity prices. In addition, a decline in NGL prices could cause a decrease in demand for their off-gas processing and fractionation services and could have an adverse effect on their results of operations.
For ETP’s midstream operations, gross margin is generally analyzed based on fee-based margin (which includes revenues from processing fee arrangements) and non fee-based margin (which includes gross margin earned on percent-of-proceeds and keep-whole arrangements). For the years ended December 31, 2016, 2015 and 2014, gross margin from ETP’s midstream operations totaled $1.80 billion, $1.79 billion, and $1.93 billion, respectively, of which fee-based revenues constituted 86%, 88% and 66%, respectively, and non fee-based margin constituted 14%, 12% and 34%, respectively. The amount of gross margin earned by ETP’s midstream operations from fee-based and non fee-based arrangements (individually and as a percentage of total revenues) will be impacted by the volumes associated with both types of arrangements, as well as commodity prices; therefore, the dollar amounts and the relative magnitude of gross margin from fee-based and non fee-based arrangements in future periods may be significantly different from results reported in previous periods.
ETP’s natural gas and NGL revenues depend on its customers’ ability to use ETP’s pipelines and third-party pipelines over which we have no control.
ETP’s natural gas transportation, storage and NGL businesses depend, in part, on their customers’ ability to obtain access to pipelines to deliver gas to and receive gas from ETP. Many of these pipelines are owned by parties not affiliated with us. Any interruption of service on our pipelines or third-party pipelines due to testing, line repair, reduced operating pressures, or other causes or adverse change in terms and conditions of service could have a material adverse effect on ETP’s ability, and the ability of their customers, to transport natural gas to and from their pipelines and facilities and a corresponding material adverse effect on their transportation and storage revenues. In addition, the rates charged by interconnected pipelines for transportation to and from ETP’s s facilities affect the utilization and value of their storage services. Significant changes in the rates charged by those pipelines or the rates charged by other pipelines with which the interconnected pipelines compete could also have a material adverse effect on storage revenues.
Shippers using ETP’s oil pipelines and terminals are also dependent upon their pipelines and connections to third-party pipelines to receive and deliver crude oil and products. Any interruptions or reduction in the capabilities of these pipelines due to testing, line repair, reduced operating pressures, or other causes could result in reduced volumes transported in ETP’s pipelines or through their terminals. Similarly, if additional shippers begin transporting volume over interconnecting oil pipelines, the allocations of pipeline capacity to ETP existing shippers on these interconnecting pipelines could be reduced, which also could reduce volumes transported in their pipelines or through their terminals. Allocation reductions of this nature are not infrequent and are beyond our control. Any such interruptions or allocation reductions that, individually or in the aggregate, are material or continue for a sustained period of time could have a material adverse effect on ETP’s results of operations, financial position, or cash flows.
If ETP does not continue to construct new pipelines, their future growth could be limited.
ETP’s results of operations and their ability to grow and to increase distributable cash flow per unit will depend, in part, on their ability to construct pipelines that are accretive to their respective distributable cash flow. ETP may be unable to construct pipelines that are accretive to distributable cash flow for any of the following reasons, among others:
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.
Furthermore, even if ETP constructs a pipeline that it believes will be accretive, the pipeline may in fact adversely affect its results of operations or fail to achieve results projected prior to commencement of construction.
Expanding ETP’s business by constructing new pipelines and related facilities subjects ETP to risks.
One of the ways that ETP has grown their business is through the construction of additions to existing gathering, compression, treating, processing and transportation systems. The construction of a new pipeline and related facilities (or the improvement and repair of existing facilities) involves numerous regulatory, environmental, political and legal uncertainties beyond ETP’s control and requires the expenditure of significant amounts of capital to be financed through borrowings, the issuance of additional equity or from operating cash flow. If ETP undertakes these projects, they may not be completed on schedule or at all or at the budgeted cost. A variety of factors outside ETP’s control, such as weather, natural disasters and difficulties in obtaining permits and rights-of-way or other regulatory approvals, as well as the performance by third-party contractors may result in increased costs or delays in construction. Cost overruns or delays in completing a project could have a material adverse effect on ETP’s results of operations and cash flows. Moreover, revenues may not increase immediately following the completion of a particular project. For instance, if ETP builds a new pipeline, the construction will occur over an extended period of time, but ETP may not materially increase its revenues until long after the project’s completion. In addition, the success of a pipeline construction project will likely depend upon the level of oil and natural gas exploration and development drilling activity and the demand for pipeline transportation in the areas proposed to be serviced by the project as well as ETP’s ability to obtain commitments from producers in the area to utilize the newly constructed pipelines. In this regard, ETP may construct facilities to capture anticipated future growth in oil or natural gas production in a region in which such growth does not materialize. As a result, new facilities may be unable to attract enough throughput or contracted capacity reservation commitments to achieve ETP’s expected investment return, which could adversely affect its results of operations and financial condition.
ETP depends on certain key producers for a significant portion of their supplies of natural gas. The loss of, or reduction in, any of these key producers could adversely affect ETP’s business and operating results.
ETP relies on a limited number of producers for a significant portion of their natural gas supplies. These contracts have terms that range from month-to-month to life of lease. As these contracts expire, ETP will have to negotiate extensions or renewals or replace the contracts with those of other suppliers. ETP may be unable to obtain new or renewed contracts on favorable terms, if at all. The loss of all or even a portion of the volumes of natural gas supplied by these producers and other customers, as a result of competition or otherwise, could have a material adverse effect on ETP’s business, results of operations, and financial condition.
ETP depends on key customers to transport natural gas through their pipelines.
ETP relies on a limited number of major shippers to transport certain minimum volumes of natural gas on their respective pipelines. The failure of the major shippers on ETP’s or their joint ventures’ pipelines or of other key customers to fulfill their contractual obligations under these contracts could have a material adverse effect on the cash flow and results of operations of us, ETP or their joint ventures, as applicable, were unable to replace these customers under arrangements that provide similar economic benefits as these existing contracts.
ETP’s contract compression operations depend on particular suppliers and are vulnerable to parts and equipment shortages and price increases, which could have a negative impact on results of operations.
The principal manufacturers of components for ETP’s natural gas compression equipment include Caterpillar, Inc. for engines, Air-X-Changers for coolers and Ariel Corporation for compressors and frames. ETP’s reliance on these suppliers involves several risks, including price increases and a potential inability to obtain an adequate supply of required components in a timely manner. ETP also relies primarily on two vendors, Spitzer Industries Corp. and Standard Equipment Corp., to package and assemble its compression units. ETP does not have long-term contracts with these suppliers or packagers, and a partial or complete loss of certain of these sources could have a negative impact on our results of operations and could damage our customer relationships.
A material decrease in demand or distribution of crude oil available for transport through Sunoco Logistics’ pipelines or terminal facilities could materially and adversely affect our results of operations, financial position, or cash flows.
The volume of crude oil transported through Sunoco Logistics’ crude oil pipelines and terminal facilities depends on the availability of attractively priced crude oil produced or received in the areas serviced by its assets. A period of sustained crude oil price declines could lead to a decline in drilling activity, production and import levels in these areas. Similarly, a period of sustained increases in the price of crude oil supplied from any of these areas, as compared to alternative sources of crude oil available to Sunoco Logistics’ customers, could materially reduce demand for crude oil in these areas. In either case, the volumes of crude oil transported

in Sunoco Logistics’ crude oil pipelines and terminal facilities could decline, and it could likely be difficult to secure alternative sources of attractively priced crude oil supply in a timely fashion or at all. If Sunoco Logistics is unable to replace any significant volume declines with additional volumes from other sources, its results of operations, financial position, or cash flows could be materially and adversely affected.
An interruption of supply of crude oil to Sunoco Logistics’ facilities could materially and adversely affect our results of operations and revenues.
While Sunoco Logistics is well positioned to transport and receive crude oil by pipeline, marine transport and trucks, rail transportation also serves as a critical link in the supply of domestic crude oil production to U.S. refiners, especially for crude oil from regions such as the Bakken that are not sourced near pipelines or waterways that connect to all of the major U.S. refining centers. Federal regulators have issued a safety advisory warning that Bakken crude oil may be more volatile than many other North American crude oils and reinforcing the requirement to properly test, characterize, classify, and, if applicable, sufficiently degasify hazardous materials prior to and during transportation. Much of the domestic crude oil received by our facilities, especially from the Bakken region, may be transported by railroad. If the ability to transport crude oil by rail is disrupted because of accidents, weather interruptions, governmental regulation, congestion on rail lines, terrorism, other third-party action or casualty or other events, then Sunoco Logistics could experience an interruption of supply or delivery or an increased cost of receiving crude oil, and could experience a decline in volumes received. Recent railcar accidents in Quebec, Alabama, North Dakota, Pennsylvania and Virginia, in each case involving trains carrying crude oil from the Bakken region, have led to increased legislative and regulatory scrutiny over the safety of transporting crude oil by rail. In 2015, the DOT, through the PHMSA, issued a rule implementing new rail car standards and railroad operating procedures. Changing operating practices, as well as new regulations on tank car standards and shipper classifications, could increase the time required to move crude oil from production areas of facilities, increase the cost of rail transportation, and decrease the efficiency of transportation of crude oil by rail, any of which could materially reduce the volume of crude oil received by rail and adversely affect our financial condition, results of operations, and cash flows.
A portion of Sunoco Logistics’ general and administrative services have been outsourced to third-party service providers. Fraudulent activity or misuse of proprietary data involving its outsourcing partners could expose us to additional liability.
Sunoco Logistics utilizes both affiliate entities and third parties in the processing of its information and data. Breaches of its security measures or the accidental loss, inadvertent disclosure or unapproved dissemination of proprietary information or sensitive or confidential data about Sunoco Logistics or its customers, including the potential loss or disclosure of such information or data as a result of fraud or other forms of deception, could expose Sunoco Logistics to a risk of loss or misuse of this information, result in litigation and potential liability for Sunoco Logistics, lead to reputational damage, increase compliance costs, or otherwise harm its business.
Sunoco LP is entirely dependent upon third parties for the supply of refined products such as gasoline and diesel for its retail marketing business.
Sunoco LP is required to purchase refined products from third party sources, including the joint venture that acquired Sunoco, Inc.’s Philadelphia refinery. Sunoco LP may also need to contract for new ships, barges, pipelines or terminals which it has not historically used to transport these products to its markets. The inability to acquire refined products and any required transportation services at favorable prices may adversely affect Sunoco LP’s business and results of operations.
A significant decrease in demand for motor fuel, including increased consumer preference for alternative motor fuels or improvements in fuel efficiency, in the areas Sunoco LP serves would reduce their ability to make distributions to unitholders.
Sales of refined motor fuels account for approximately 84% of Sunoco LP’s total revenues and 55% of gross profit. A significant decrease in demand for motor fuel in the areas Sunoco LP serves could significantly reduce revenues and their ability to make or increase distributions to unitholders. Sunoco LP revenues are dependent on various trends, such as trends in commercial truck traffic, travel and tourism in their areas of operation, and these trends can change. Regulatory action, including government imposed fuel efficiency standards, may also affect demand for motor fuel. Because certain of Sunoco LP’s operating costs and expenses are fixed and do not vary with the volumes of motor fuel distributed, their costs and expenses might not decrease ratably or at all should they experience such a reduction. As a result, Sunoco LP may experience declines in their profit margin if fuel distribution volumes decrease.
Any technological advancements, regulatory changes or changes in consumer preferences causing a significant shift toward alternative motor fuels could reduce demand for the conventional petroleum based motor fuels Sunoco LP currently sells. Additionally, a shift toward electric, hydrogen, natural gas or other alternative-power vehicles could fundamentally change customers' shopping habits or lead to new forms of fueling destinations or new competitive pressures.

New technologies have been developed and governmental mandates have been implemented to improve fuel efficiency, which may result in decreased demand for petroleum-based fuel. Any of these outcomes could result in fewer visits to Sunoco LP’s convenience stores, a reduction in demand from their wholesale customers, decreases in both fuel and merchandise sales revenue, or reduced profit margins, any of which could have a material adverse effect on Sunoco LP’s business, financial condition, results of operations and cash available for distribution to unitholders.

The industries in which Sunoco LP operates are subject to seasonal trends, which may cause our operating costs to fluctuate, affecting our cash flow.

Sunoco LP experiences more demand for our merchandise, food and motor fuel during the late spring and summer months than during the fall and winter. Travel, recreation and construction are typically higher in these months in the geographic areas in which we operate, increasing the demand for the products that we sell and distribute. Additionally, Sunoco LP’s retail fuel margins have historically been higher in the second and third quarters of the year. Therefore, Sunoco LP’s revenues and cash flows are typically higher in the second and third quarters of our fiscal year. As a result, Sunoco LP’s results from operations may vary widely from period to period, affecting Sunoco LP’s cash flow.
Sunoco LP’s financial condition and results of operations are influenced by changes in the prices of motor fuel, which may adversely impact margins, customers’ financial condition and the availability of trade credit.
Sunoco LP’s operating results are influenced by prices for motor fuel. General economic and political conditions, acts of war or terrorism and instability in oil producing regions, particularly in the Middle East and South America, could significantly impact crude oil supplies and petroleum costs. Significant increases or high volatility in petroleum costs could impact consumer demand for motor fuel and convenience merchandise. Such volatility makes it difficult to predict the impact that future petroleum costs fluctuations may have on Sunoco LP’s operating results and financial condition. Sunoco LP is subject to dealer tank wagon pricing structures at certain locations further contributing to margin volatility. A significant change in any of these factors could materially impact both wholesale and retail fuel margins, the volume of motor fuel distributed or sold at retail, and overall customer traffic, each of which in turn could have a material adverse effect on Sunoco LP’s business, financial condition, results of operations and cash available for distribution to unitholders.
Significant increases in wholesale motor fuel prices could impact Sunoco LP as some of their customers may have insufficient credit to purchase motor fuel from us at their historical volumes. Higher prices for motor fuel may also reduce access to trade credit support or cause it to become more expensive.
The dangers inherent in the storage and transportation of motor fuel could cause disruptions in Sunoco LP’s operations and could expose them to potentially significant losses, costs or liabilities.
Sunoco LP stores motor fuel in underground and aboveground storage tanks. Sunoco LP transports the majority of its motor fuel in its own trucks, instead of by third-party carriers. Sunoco LP’s operations are subject to significant hazards and risks inherent in transporting and storing motor fuel. These hazards and risks include, but are not limited to, traffic accidents, fires, explosions, spills, discharges, and other releases, any of which could result in distribution difficulties and disruptions, environmental pollution, governmentally-imposed fines or clean-up obligations, personal injury or wrongful death claims, and other damage to its properties and the properties of others. Any such event not covered by Sunoco LP’s insurance could have a material adverse effect on its business, financial condition, results of operations and cash available for distribution to unitholders.
Sunoco LP’s fuel storage terminals are subject to operational and business risks which, if occur, may adversely affect their financial condition, results of operations, cash flows and ability to make distributions to unitholders.
Sunoco LP’s fuel storage terminals are subject to operational and business risks, the most significant of which include the following:
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.
The occurrence of any of the above situations, amongst others, may affect operations at their fuel storage terminals and may adversely affect Sunoco LP’s business, financial condition, results of operations, cash flows and ability to make distributions to unitholders.
Sunoco LP’s concentration of convenience stores along the U.S.-Mexico border increases their exposure to certain cross-border risks that could adversely affect its business and financial condition by lowering sales revenues.
Approximately 18% of Sunoco LP’s convenience stores are located in close proximity to Mexico. These stores rely heavily upon cross-border traffic and commerce to drive sales volumes. Sales volumes at these stores could be impaired by a number of cross-border risks, any one of which could have a material adverse effect on Sunoco LP’s business, financial condition and results of operations, including the following:
A devaluation of the Mexican peso could negatively affect the exchange rate between the peso and the U.S. dollar, which would result in reduced purchasing power in the U.S. on the part of Sunoco LP’s customers who are citizens of Mexico;
The imposition of tighter restrictions by the U.S. government on the ability of citizens of Mexico to cross the border into the United States, or the imposition of tariffs upon Mexican goods entering the United States or other restrictions upon Mexican-borne commerce, could reduce revenues attributable to Sunoco LP’s convenience stores regularly frequented by citizens of Mexico;
Future subsidies for motor fuel by the Mexican government could lead to wholesale cost and retail pricing differentials between the U.S. and Mexico that could divert fuel customer traffic to Mexican fuel retailers; and
The escalation of drug-related violence along the border could deter tourist and other border traffic, which could likely cause a decline in sales revenues at these locations.
The wholesale motor fuel distribution industry and convenience store industry are characterized by intense competition and fragmentation and impacted by new entrants. Failure to effectively compete could result in lower margins.
The market for distribution of wholesale motor fuel is highly competitive and fragmented, which results in narrow margins. Sunoco LP has numerous competitors, some of which may have significantly greater resources and name recognition than it does. Sunoco LP relies on its ability to provide value-added, reliable services and to control its operating costs in order to maintain our margins and competitive position. If Sunoco LP fails to maintain the quality of its services, certain of its customers could choose alternative distribution sources and margins could decrease. While major integrated oil companies have generally continued to divest retail sites and the corresponding wholesale distribution to such sites, such major oil companies could shift from this strategy and decide to distribute their own products in direct competition with Sunoco LP, or large customers could attempt to buy directly from the major oil companies. The occurrence of any of these events could have a material adverse effect on Sunoco LP’s business, financial condition, results of operations and cash available for distribution to unitholders.
The geographic areas in which Sunoco LP operates are highly competitive and marked by ease of entry and constant change in the number and type of retailers offering products and services of the type sold in their stores. Sunoco LP competes with other convenience store chains, independently owned convenience stores, motor fuel stations, supermarkets, drugstores, discount stores, dollar stores, club stores, mass merchants and local restaurants. Over the past two decades, several non-traditional retailers, such as supermarkets, hypermarkets, club stores and mass merchants, have impacted the convenience store industry, particularly in the geographic areas in which Sunoco LP operates, by entering the motor fuel retail business. These non-traditional motor fuel retailers have captured a significant share of the motor fuels market, and Sunoco LP expects their market share will continue to grow.
In some of Sunoco LP’s markets, its competitors have been in existence longer and have greater financial, marketing, and other resources than they do. As a result, Sunoco LP’s competitors may be able to better respond to changes in the economy and new opportunities within the industry. To remain competitive, Sunoco LP must constantly analyze consumer preferences and competitors’ offerings and prices to ensure that they offer a selection of convenience products and services at competitive prices to meet consumer demand. Sunoco LP must also maintain and upgrade our customer service levels, facilities and locations to remain competitive and attract customer traffic to our stores. Sunoco LP may not be able to compete successfully against current and future competitors, and competitive pressures faced by Sunoco LP could have a material adverse effect on its business, results of operations and cash available for distribution to unitholders.

Wholesale cost increases in tobacco products, including excise tax increases on cigarettes, could adversely impact Sunoco LP’s revenues and profitability.
Significant increases in wholesale cigarette costs and tax increases on cigarettes may have an adverse effect on unit demand for cigarettes. Cigarettes are subject to substantial and increasing excise taxes at both a state and federal level. Sunoco LP cannot predict whether this trend will continue into the future. Increased excise taxes may result in declines in overall sales volume and reduced gross profit percent, due to lower consumption levels and to a shift in consumer purchases from the premium to the non-premium or discount segments or to other lower-priced tobacco products or to the import of cigarettes from countries with lower, or no, excise taxes on such items.
Currently, major cigarette manufacturers offer rebates to retailers. Sunoco LP includes these rebates as a component of its gross margin from sales of cigarettes. In the event these rebates are no longer offered, or decreased, Sunoco LP’s wholesale cigarette costs will increase accordingly. In general, Sunoco LP attempts to pass price increases on to its customers. However, due to competitive pressures in our markets, it may not be able to do so. These factors could materially impact Sunoco LP’s retail price of cigarettes, cigarette unit volume and revenues, merchandise gross profit and overall customer traffic, which could in turn have a material adverse effect on Sunoco LP’s business and results of operations.
Failure to comply with state laws regulating the sale of alcohol and cigarettes may result in the loss of necessary licenses and the imposition of fines and penalties, which could have a material adverse effect on Sunoco LP’s business.
State laws regulate the sale of alcohol and cigarettes. A violation of or change in these laws could adversely affect Sunoco LP’s business, financial condition and results of operations because state and local regulatory agencies have the power to approve, revoke, suspend or deny applications for, and renewals of, permits and licenses relating to the sale of these products and can also seek other remedies. Such a loss or imposition could have a material adverse effect on Sunoco LP’s business and results of operations.
Sunoco LP currently depends on a limited number of principal suppliers in each of its operating areas for a substantial portion of its merchandise inventory and its products and ingredients for its food service facilities. A disruption in supply or a change in either relationship could have a material adverse effect on its business.
Sunoco LP currently depends on a limited number of principal suppliers in each of its operating areas for a substantial portion of its merchandise inventory and its products and ingredients for its food service facilities. If any of Sunoco LP’s principal suppliers elect not to renew their contracts, Sunoco LP may be unable to replace the volume of merchandise inventory and products and ingredients currently purchased from them on similar terms or at all in those operating areas. Further, a disruption in supply or a significant change in Sunoco LP’s relationship with any of these suppliers could have a material adverse effect on Sunoco LP’s business, financial condition and results of operations and cash available for distribution to unitholders.
Sunoco LP may be subject to adverse publicity resulting from concerns over food quality, product safety, health or other negative events or developments that could cause consumers to avoid its retail locations.
Sunoco LP may be the subject of complaints or litigation arising from food-related illness or product safety which could have a negative impact on its business. Negative publicity, regardless of whether the allegations are valid, concerning food quality, food safety or other health concerns, food service facilities, employee relations or other matters related to its operations may materially adversely affect demand for its food and other products and could result in a decrease in customer traffic to its retail stores.
It is critical to Sunoco LP’s reputation that they maintain a consistent level of high quality at their food service facilities and other franchise or fast food offerings. Health concerns, poor food quality or operating issues stemming from one store or a limited number of stores could materially and adversely affect the operating results of some or all of their stores and harm the company-owned brands, continuing favorable reputation, market value and name recognition.
We have outsourced various functions related to our retail marketing business to third-party service providers, which decreases our control over the performance of these functions. Disruptions or delays of our third-party outsourcing partners could result in increased costs, or may adversely affect service levels. Fraudulent activity or misuse of proprietary data involving our outsourcing partners could expose us to additional liability.
Sunoco LP has previously outsourced various functions related to its retail marketing business to third parties and expects to continue this practice with other functions in the future.
While outsourcing arrangements may lower our cost of operations, they also reduce our direct control over the services rendered. It is uncertain what effect such diminished control will have on the quality or quantity of products delivered or services rendered, on our ability to quickly respond to changing market conditions, or on our ability to ensure compliance with all applicable domestic and foreign laws and regulations. We believe that we conduct appropriate due diligence before entering into agreements with our

outsourcing partners. We rely on our outsourcing partners to provide services on a timely and effective basis. Although we continuously monitor the performance of these third parties and maintain contingency plans in case they are unable to perform as agreed, we do not ultimately control the performance of our outsourcing partners. Much of our outsourcing takes place in developing countries and, as a result, may be subject to geopolitical uncertainty. The failure of one or more of our third-party outsourcing partners to provide the expected services on a timely basis at the prices we expect, or as required by contract, due to events such as regional economic, business, environmental or political events, information technology system failures, or military actions, could result in significant disruptions and costs to our operations, which could materially adversely affect our business, financial condition, operating results and cash flow.
Our failure to generate significant cost savings from these outsourcing initiatives could adversely affect our profitability and weaken Sunoco LP’s competitive position. Additionally, if the implementation of our outsourcing initiatives is disruptive to our retail marketing business, we could experience transaction errors, processing inefficiencies, and the loss of sales and customers, which could cause our business and results of operations to suffer.
As a result of these outsourcing initiatives, more third parties are involved in processing our retail marketing information and data. Breaches of security measures or the accidental loss, inadvertent disclosure or unapproved dissemination of proprietary information or sensitive or confidential data about our retail marketing business or our clients, including the potential loss or disclosure of such information or data as a result of fraud or other forms of deception, could expose us to a risk of loss or misuse of this information, result in litigation and potential liability for us, lead to reputational damage to the Sunoco, Inc. brand, increase our compliance costs, or otherwise harm our business.
ETP’s interstate natural gas pipelines are subject to laws, regulations and policies governing the rates they are allowed to charge for their services, which may prevent us from fully recovering our costs.
Laws, regulations and policies governing interstate natural gas pipeline rates could affect the ability of ETP’s interstate pipelines to establish rates, to charge rates that would cover future increases in its costs, or to continue to collect rates that cover current costs.
ETP is required to file tariff rates (also known as recourse rates) with the FERC that shippers may elect to pay for interstate natural gas transportation services. We may also agree to discount these rates on a not unduly discriminatory basis or negotiate rates with shippers who elect not to pay the recourse rates. ETP must also file with the FERC all negotiated rates that do not conform to our tariff rates and all changes to our tariff or negotiated rates. The FERC must approve or accept all rate filings for us to be allowed to charge such rates.
The FERC may review existing tariffs rates on its own initiative or upon receipt of a complaint filed by a third party. The FERC may, on a prospective basis, order refunds of amounts collected if it finds the rates to have been shown not to be just and reasonable or to have been unduly discriminatory. The FERC has recently exercised this authority with respect to several other pipeline companies. If the FERC were to initiate a proceeding against ETP and find that its rates were not just and reasonable or unduly discriminatory, the maximum rates customers could elect to pay ETP may be reduced and the reduction could have an adverse effect on our revenues and results of operations.
The costs of ETP’s interstate pipeline operations may increase and ETP may not be able to recover all of those costs due to FERC regulation of its rates. If ETP proposes to change its tariff rates, its proposed rates may be challenged by the FERC or third parties, and the FERC may deny, modify or limit ETP’s proposed changes if ETP is unable to persuade the FERC that changes would result in just and reasonable rates that are not unduly discriminatory. ETP also may be limited by the terms of rate case settlement agreements or negotiated rate agreements with individual customers from seeking future rate increases, or ETP may be constrained by competitive factors from charging their tariff rates.
To the extent ETP’s costs increase in an amount greater than its revenues increase, or there is a lag between its cost increases and ability to file for and obtain rate increases, ETP’s operating results would be negatively affected. Even if a rate increase is permitted by the FERC to become effective, the rate increase may not be adequate. ETP cannot guarantee that its interstate pipelines will be able to recover all of their costs through existing or future rates.
The ability of interstate pipelines held in tax-pass-through entities, like ETP, to include an allowance for income taxes as a cost-of-service element in their regulated rates has been subject to extensive litigation before the FERC and the courts for a number of years. It is currently the FERC’s policy to permit pipelines to include in cost-of-service a tax allowance to reflect actual or potential income tax liability on their public utility income attributable to all partnership or limited liability company interests, to the extent that the ultimate owners have an actual or potential income tax liability on such income. Whether a pipeline’s owners have such actual or potential income tax liability will be reviewed by the FERC on a case-by-case basis. Under the FERC’s policy, ETP thus remains eligible to include an income tax allowance in the tariff rates ETP charges for interstate natural gas transportation. On December 15, 2016, FERC issued a Notice of Inquiry requesting energy industry input on how FERC should address income tax

allowances in cost-based rates proposed by pipeline companies organized as part of a master limited partnership. FERC issued the Notice of Inquiry in response to a remand from the U.S. Court of Appeals for the D.C. Circuit in United Airlines v. FERC, in which the court determined that FERC had not justified its conclusion that an oil pipeline organized as a partnership would not “double recover” its taxes under the current policy by both including a tax allowance in its cost-based rates and earning a return on equity calculated on a pre-tax basis. ETP cannot predict whether FERC will successfully justify its conclusion that there is no double recovery of taxes under these circumstances or whether FERC will modify its current policy on either income tax allowances or return on equity calculations for pipeline companies organized as part of a master limited partnership. However, any modification that reduces or eliminates an income tax allowance for pipeline companies organized as a part of a master limited partnership or decreases the return on equity for such pipelines could result in an adverse impact on ETP’s revenues associated with the transportation and storage services ETP provides pursuant to cost-based rates. On December 23, 2016, FERC issued an Inquiry Regarding the Commission’s Policy of Recovery of Income Tax Credits. FERC is seeking comment regarding how to address any double recovery resulting from the Commission’s current income tax allowance and rate of return policies. The comment period with respect to the proposed rules extends until April 7, 2017.
The interstate natural gas pipelines are subject to laws, regulations and policies governing terms and conditions of service, which could adversely affect their business and operations.
In addition to rate oversight, the FERC’s regulatory authority extends to many other aspects of the business and operations of ETP’s interstate natural gas pipelines, including:
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.
Compliance with these requirements can be costly and burdensome. In addition, we cannot guarantee that the FERC will authorize tariff changes and other activities we might propose to undertake in a timely manner and free from potentially burdensome conditions. Future changes to laws, regulations, policies and interpretations thereof may impair the ability of ETP’s interstate pipelines to compete for business, may impair their ability to recover costs or may increase the cost and burden of operation.
Rate regulation or market conditions may not allow ETP to recover the full amount of increases in the costs of its crude oil, NGL and products pipeline operations.
Transportation provided on ETP’s common carrier interstate crude oil, NGL and products pipelines is subject to rate regulation by the FERC, which requires that tariff rates for transportation on these oil pipelines be just and reasonable and not unduly discriminatory. If ETP proposes new or changed rates, the FERC or interested persons may challenge those rates and the FERC is authorized to suspend the effectiveness of such rates for up to seven months and to investigate such rates. If, upon completion of an investigation, the FERC finds that the proposed rate is unjust or unreasonable, it is authorized to require the carrier to refund revenues in excess of the prior tariff during the term of the investigation. The FERC also may investigate, upon complaint or on its own motion, rates that are already in effect and may order a carrier to change its rates prospectively. Upon an appropriate showing, a shipper may obtain reparations for damages sustained for a period of up to two years prior to the filing of a complaint.
The primary ratemaking methodology used by the FERC to authorize increases in the tariff rates of petroleum pipelines is price indexing. The FERC’s ratemaking methodologies may limit our ability to set rates based on our costs or may delay the use of rates that reflect increased costs. In October 2016, FERC issued an Advance Notice of Proposed Rulemaking seeking comment on a number of proposals, including: (1) whether the Commission should deny any increase in a rate ceiling or annual index-based rate increase if a pipeline’s revenues exceed total costs by 15% for the prior two years; (2) a new percentage comparison test that would deny a proposed increase to a pipeline’s rate or ceiling level greater than 5% above the barrel-mile cost changes; and (3) a requirement that all pipelines file indexed ceiling levels annually, with the ceiling levels subject to challenge and restricting the pipeline’s ability to carry forward the full indexed increase to a future period. The comment period with respect to the proposed rules extends until March 17, 2017. If the FERC’s indexing methodology changes, the new methodology could materially and adversely affect our financial condition, results of operations or cash flows.
Under the EPAct of 1992, certain interstate pipeline rates were deemed just and reasonable or “grandfathered.” Revenues are derived from such grandfathered rates on most of our FERC-regulated pipelines. A person challenging a grandfathered rate must,

as a threshold matter, establish a substantial change since the date of enactment of the Energy Policy Act, in either the economic circumstances or the nature of the service that formed the basis for the rate. If the FERC were to find a substantial change in circumstances, then the existing rates could be subject to detailed review and there is a risk that some rates could be found to be in excess of levels justified by the pipeline’s costs. In such event, the FERC could order us to reduce pipeline rates prospectively and to pay refunds to shippers.
If the FERC’s petroleum pipeline ratemaking methodologies procedures changes, the new methodology or procedures could adversely affect our business and results of operations.
State regulatory measures could adversely affect the business and operations of ETP’s midstream and intrastate pipeline and storage assets.
ETP’s midstream and intrastate transportation and storage operations are generally exempt from FERC regulation under the NGA, but FERC regulation still significantly affects their business and the market for their products. The rates, terms and conditions of service for the interstate services they provide in their intrastate gas pipelines and gas storage are subject to FERC regulation under Section 311 of the NGPA. ETP’s HPL System, East Texas pipeline, Oasis pipeline and ET Fuel System provide such services. Under Section 311, rates charged for transportation and storage must be fair and equitable. Amounts collected in excess of fair and equitable rates are subject to refund with interest, and the terms and conditions of service, set forth in the pipeline’s statement of operating conditions, are subject to FERC review and approval. Should the FERC determine not to authorize rates equal to or greater than ETP’s costs of service, their cash flow would be negatively affected.
ETP’s midstream and intrastate gas and oil transportation pipelines and their intrastate gas storage operations are subject to state regulation. All of the states in which they operate midstream assets, intrastate pipelines or intrastate storage facilities have adopted some form of complaint-based regulation, which allow producers and shippers to file complaints with state regulators in an effort to resolve grievances relating to the fairness of rates and terms of access. The states in which ETP operates have ratable take statutes, which generally require gatherers to take, without undue discrimination, production that may be tendered to the gatherer for handling. Similarly, common purchaser statutes generally require gatherers to purchase without undue discrimination as to source of supply or producer. These statutes have the effect of restricting our right as an owner of gathering facilities to decide with whom we contract to purchase or transport natural gas. Should a complaint be filed in any of these states or should regulation become more active, ETP’s businesses may be adversely affected.
ETP’s intrastate transportation operations located in Texas are also subject to regulation as gas utilities by the TRRC. Texas gas utilities must publish the rates they charge for transportation and storage services in tariffs filed with the TRRC, although such rates are deemed just and reasonable under Texas law unless challenged in a complaint.
ETP is subject to other forms of state regulation, including requirements to obtain operating permits, reporting requirements, and safety rules (see description of federal and state pipeline safety regulation below). Violations state laws, regulations, orders and permit conditions can result in the modification, cancellation or suspension of a permit, civil penalties and other relief.
Certain of ETP’s assets may become subject to regulation.
The distinction between federally unregulated gathering facilities and FERC-regulated transmission pipelines under the NGA has been the subject of extensive litigation and may be determined by the FERC on a case-by-case basis, although the FERC has made no determinations as to the status of our facilities. Consequently, the classification and regulation of our gathering facilities could change based on future determinations by the FERC, the courts or Congress. If our gas gathering operations become subject to FERC jurisdiction, the result may adversely affect the rates we are able to charge and the services we currently provide, and may include the potential for a termination of our gathering agreements with our customers.
Intrastate transportation of NGLs is largely regulated by the state in which such transportation takes place. Lone Star’s NGL Pipeline transports NGLs within the state of Texas and is subject to regulation by the TRRC. This NGLs transportation system offers services pursuant to an intrastate transportation tariff on file with the TRRC. Lone Star’s NGL pipeline also commenced the interstate transportation of NGLs in 2013, which is subject to FERC’s jurisdiction under the Interstate Commerce Act and the Energy Policy Act of 1992. Both intrastate and interstate NGL transportation services must be provided in a manner that is just, reasonable, and non-discriminatory. The tariff rates established for interstate services were based on a negotiated agreement; however, if FERC’s rate making methodologies were imposed, they may, among other things, delay the use of rates that reflect increased costs and subject us to potentially burdensome and expensive operational, reporting and other requirements. In addition, the rates, terms and conditions for shipments of crude oil, petroleum products and NGLs on our pipelines are subject to regulation by FERC if the NGLs are transported in interstate or foreign commerce whether by our pipelines or other means of transportation. Since we do not control the entire transportation path of all crude oil, petroleum products and NGLs on our pipelines, FERC regulation could be triggered by our customers’ transportation decisions.

In addition, if any of our pipelines were found to have provided services or otherwise operated in violation of the NGA, NGPA, or ICA, this could result in the imposition of administrative and criminal remedies and civil penalties, as well as a requirement to disgorge charges collected for such services in excess of the rate established by the FERC. Any of the foregoing could adversely affect revenues and cash flow related to these assets.
The absence of a quorum at FERC, if it persists, could limit our ability to construct new facilities and/or expand certain existing facilities, which could have a material and adverse impact on our business and result of operations.
The Federal Energy Regulatory Commission (“FERC” or the “Commission”) oversees, among other matters, the interstate sale at wholesale and transportation of natural gas, crude oil and refined petroleum products, as well as the construction and siting of liquefied natural gas, or LNG, facilities.  FERC’s authority includes reviewing proposals to site, construct, expand and/or retire interstate natural gas pipeline facilities.  As set forth in the Department of Energy Authorization Act (“DOE Act”), the Commission is composed of up to five Commissioners, who are to be appointed by the President and confirmed by the Senate.  The DOE Act requires that at least three Commissioners be present “for the transaction of business.”  Without such a quorum of three or more Commissioners, FERC is unable to act on matters that require a vote of its Commissioners.  Norman Bay, a FERC Commissioner and former Chairman of the Commission, resigned effective February 3, 2017.  With Commissioner Bay’s departure, only two FERC Commissioners remained in office, as there were already two vacancies prior to Commissioner Bay’s resignation.  FERC has therefore lacked the quorum required for its Commissioners to issues orders and take other actions since February 3.  While FERC staff may still issue certain routine or uncontested orders under authority delegated by the Commission while it had a quorum, and such delegated authority was broadened immediately prior to Commissioner Bay’s departure, FERC is currently unable to resolve contested cases or issue major new orders, such as certificates of public convenience and necessity for new interstate natural gas pipelines or the expansion of existing FERC-certificated pipelines.  The current limitations on FERC’s ability to act have not had a material effect on our operations, but if the absence of a quorum continues for a long enough period of time, our ability to construct new facilities and/or expand the capacity of our pipelines could be materially affected.  The absence of a quorum will continue until a new FERC Commissioner is nominated by the President and confirmed by the Senate, provided the two remaining FERC Commissioners remain in office.  The President has not yet nominated any new FERC Commissioners to fill the vacancies.
ETP may incur significant costs and liabilities resulting from performance of pipeline integrity programs and related repairs.
Pursuant to authority under the NGPSA and HLPSA, as amended, PHMSA has established a series of rules requiring pipeline operators to develop and implement integrity management programs for natural gas transmission and hazardous liquid pipelines that, in the event of a pipeline leak or rupture, could affect HCAs which are areas where a release could have the most significant adverse consequences, including high population areas, certain drinking water sources, and unusually sensitive ecological areas.
These regulations require operators of covered pipelines to:
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.
In addition, states have adopted regulations similar to existing PHMSA regulations for intrastate gathering and transmission lines. At this time, we cannot predict the ultimate cost of compliance with applicable pipeline integrity management regulations, as the cost will vary significantly depending on the number and extent of any repairs found to be necessary as a result of the pipeline integrity testing. We will continue our pipeline integrity testing programs to assess and maintain the integrity of our pipelines. The results of these tests could cause us to incur significant and unanticipated capital and operating expenditures for repairs or upgrades deemed necessary to ensure the continued safe and reliable operation of our pipelines. Any changes to pipeline safety laws by Congress and regulations by PHMSA that result in more stringent or costly safety standards could have a significant adverse effect on us and similarly situated midstream operators. For example, in January 2017, PHMSA issued a final rule for hazardous liquid pipelines that significantly expands the reach of certain PHMSA integrity management requirements, such as, for example, periodic assessments, leak detection and repairs, regardless of the pipeline’s proximity to a HCA. The final rule also imposes new reporting requirements for certain unregulated pipelines, including all hazardous liquid gathering lines. However, the date of implementation of this final rule by publication in the Federal Register is uncertain given the recent change in Presidential Administrations. In a second example, in March 2016, PHMSA announced a proposed rulemaking that would impose new or more stringent requirements for certain natural gas lines and gathering lines including, among other things, expanding certain of PHMSA’s current regulatory safety programs for natural gas pipelines in newly defined “moderate consequence areas” that contain as few as 5 dwellings within

a potential impact area; requiring gas pipelines installed before 1970 and thus excluded from certain pressure testing obligations to be tested to determine their MAOP; and requiring certain onshore and offshore gathering lines in Class I areas to comply with damage prevention, corrosion control, public education, MAOP limits, line markers and emergency planning standards. Additional requirements proposed by this proposed rulemaking would increase PHMSA’s integrity management requirements and also require consideration of seismicity in evaluating threats to pipelines. The changes adopted or proposed by these rulemakings or made in future legal requirements could have a material adverse effect on ETP’s results of operations and costs of transportation services.
Federal and state legislative and regulatory initiatives relating to pipeline safety that require the use of new or more stringent safety controls or result in more stringent enforcement of applicable legal requirements could subject us to increased capital costs, operational delays and costs of operation.
The NGPSA and HLPSA were amended by the 2011 Pipeline Safety Act. Among other things, the 2011 Pipeline Safety Act increased the penalties for safety violations and directed the Secretary of Transportation to promulgate rules or standards relating to expanded integrity management requirements, automatic or remote-controlled valve use, excess flow valve use, leak detection system installation, testing to confirm that the material strength of certain pipelines are above 30% of specified minimum yield strength, and operator verification of records confirming the MAOP of certain interstate natural gas transmission pipelines. More recently, in June 2016, the 2016 Pipeline Safety Act was passed, extending PHMSA’s statutory mandate through 2019 and, among other things, requiring PHMSA to complete certain of its outstanding mandates under the 2011 Pipeline Safety Act and developing new safety standards for natural gas storage facilities by June 22, 2018. The 2016 Pipeline Safety Act also empowers PHMSA to address imminent hazards by imposing emergency restrictions, prohibitions and safety measures on owners and operators of natural gas or hazardous liquid pipeline facilities without prior notice or an opportunity for a hearing. PHMSA issued interim regulations in October 2016 to implement the agency's expanded authority to address unsafe pipeline conditions or practices that pose an imminent hazard to life, property, or the environment. The safety enhancement requirements and other provisions of the 2011 Pipeline Safety Act as further amended by the 2016 Pipeline Safety Act as well as any implementation of PHMSA rules thereunder or any issuance or reinterpretation of guidance by PHMSA or any state agencies with respect thereto could require ETP to install new or modified safety controls, pursue additional capital projects, or conduct maintenance programs on an accelerated basis, any or all of which tasks could result in ETP incurring increased operating costs that could be significant and have a material adverse effect on ETP’s results of operations or financial condition.
ETP’s business involves the generation, handling and disposal of hazardous substances, hydrocarbons and wastes, which activities are subject to environmental and worker health and safety laws and regulations that may cause ETP to incur significant costs and liabilities.
ETP’s operations are subject to stringent federal, tribal, state and local laws and regulations governing the discharge of materials into the environment, worker health and safety and protection of the environment. These laws and regulations may require the acquisition of permits for ETP’s operations, result in capital expenditures to manage, limit, or prevent emissions, discharges or releases of various materials from ETP’s pipelines, plants and facilities, impose specific health and safety standards addressing worker protection, and impose substantial liabilities for pollution resulting from ETP’s operations. Several governmental authorities, such as the EPA and analogous state agencies have the power to enforce compliance with these laws and regulations and the permits issued under them and frequently mandate difficult and costly remediation measures and other actions. Failure to comply with these laws, regulations and permits may result in the assessment of significant administrative, civil and criminal penalties, the imposition of investigatory remedial and corrective obligations, the occurrence of delays in permitting and performance of projects, and the issuance of injunctive relief. Certain environmental laws impose strict, joint and several liability for costs required to clean up and restore sites where hazardous substances, hydrocarbons or wastes have been disposed or released, even under circumstances where the substances, hydrocarbons or wastes have been released by a predecessor operator. Moreover, it is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property and natural resource damage allegedly caused by noise, odor or the release of hazardous substances, hydrocarbons or wastes into the environment.
ETP may incur substantial environmental costs and liabilities because of the underlying risk arising out of its operations. Although we have established financial reserves for our estimated environmental remediation liabilities, additional contamination or conditions may be discovered, resulting in increased remediation costs, liabilities or natural resource damages that could substantially increase our costs for site remediation projects. Accordingly, we cannot assure you that our current reserves are adequate to cover all future liabilities, even for currently known contamination.
Changes in environmental laws and regulations occur frequently, and any such changes that result in more stringent and costly waste handling, emission standards, or storage, transport, disposal or remediation requirements could have a material adverse effect on our operations or financial position. For example, in October 2015, the EPA published a final rule under the Clean Air Act, lowering the NAAQS for ground-level ozone to 70 parts per billion for the 8-hour primary and secondary ozone standards. Compliance with this final rule or any other new regulations could, among other things, require installation of new emission

controls on some of our equipment, result in longer permitting timelines or new restrictions or prohibitions with respect to permits or projects, and significantly increase our capital expenditures and operating costs, which could adversely impact our business. Historically, we have been able to satisfy the more stringent nitrogen oxide emission reduction requirements that affect our compressor units in ozone non-attainment areas at reasonable cost, but there is no assurance that we will not incur material costs in the future to meet the new, more stringent ozone standard.
Product liability claims and litigation could adversely affect our business and results of operations.
Product liability is a significant commercial risk. Substantial damage awards have been made in certain jurisdictions against manufacturers and resellers based upon claims for injuries caused by the use of or exposure to various products. There can be no assurance that product liability claims against us would not have a material adverse effect on our business or results of operations.
Along with other refiners, manufacturers and sellers of gasoline, Sunoco, Inc. is a defendant in numerous lawsuits that allege methyl tertiary butyl ether (“MTBE”) contamination in groundwater. Plaintiffs, who include water purveyors and municipalities responsible for supplying drinking water and private well owners, are seeking compensatory damages (and in some cases injunctive relief, punitive damages and attorneys’ fees) for claims relating to the alleged manufacture and distribution of a defective product (MTBE-containing gasoline) that contaminates groundwater, and general allegations of product liability, nuisance, trespass, negligence, violation of environmental laws and deceptive business practices. There has been insufficient information developed about the plaintiffs’ legal theories or the facts that would be relevant to an analysis of the ultimate liability to Sunoco, Inc. These allegations or other product liability claims against Sunoco, Inc. could have a material adverse effect on our business or results of operations.
Climate change legislation or regulations restricting emissions of “greenhouse gases” could result in increased operating costs and reduced demand for the services we provide.
Climate change continues to attract considerable public and scientific attention. As a result, numerous proposals have been made and are likely to continue to be made at the international, national, regional and state levels of government to monitor and limit emissions of GHGs. These efforts have included consideration of cap-and-trade programs, carbon taxes and GHG reporting and tracking programs, and regulations that directly limit GHG emissions from certain sources. At the federal level, no comprehensive climate change legislation has been implemented to date. The EPA has, however, adopted rules under authority of the Clean Air Act that, among other things, establish PSD construction and Title V operating permit reviews for GHG emissions from certain large stationary sources that are also potential major sources of certain principal, or criteria, pollutant emissions, which reviews could require securing PSD permits at covered facilities emitting GHGs and meeting "best available control technology" standards for those GHG emissions. In addition, the EPA has adopted rules requiring the monitoring and annual reporting of GHG emissions from certain petroleum and natural gas system sources in the U.S., including, among others, onshore processing, transmission, storage and distribution facilities. In October 2015, the EPA amended and expanded the GHG reporting requirements to all segments of the oil and natural gas industry, including gathering and boosting facilities and blowdowns of natural gas transmission pipelines.
Federal agencies also have begun directly regulating emissions of methane, a GHG, from oil and natural gas operations. In June 2016, the EPA published NSPS Subpart OOOOa standards that require certain new, modified or reconstructed facilities in the oil and natural gas sector to reduce these methane gas and volatile organic compound emissions. These Subpart OOOOa standards will expand previously issued NSPS Subpart OOOO standards by using certain equipment-specific emissions control practices, requiring additional controls for pneumatic controllers and pumps as well as compressors, and imposing leak detection and repair requirements for natural gas compressor and booster stations. Moreover, in November 2016, the EPA began seeking information about methane emissions from facilities and operators in the oil and natural gas industry that could be used to develop Existing Source Performance Standards. Additionally, in December 2015, the United States joined the international community at the 21st Conference of the Parties of the United Nations Framework Convention on Climate Change in Paris, France preparing an agreement requiring member countries to review and “represent a progression” in their intended nationally determined contributions, which set GHG emission reduction goals every five years beginning in 2020. This “Paris agreement” was signed by the United States in April 2016 and entered into force in November 2016; however, this agreement does not create any binding obligations for nations to limit their GHG emissions, but rather includes pledges to voluntarily limit or reduce future emissions. The adoption and implementation of any international, federal or state legislation or regulations that require reporting of GHGs or otherwise restrict emissions of GHGs could result in increased compliance costs or additional operating restrictions, and could have a material adverse effect on ETP’s business, financial condition, demand for ETP’s services, results of operations, and cash flows. Finally, some scientists have concluded that increasing concentrations of GHG in the atmosphere may produce climate changes that have significant physical effects, such as increased frequency and severity of storms, droughts, and floods and other climate events that could have an adverse effect ETP’s our assets.

The adoption of the Dodd-Frank Act could have an adverse effect on our ability to use derivative instruments to reduce the effect of commodity price, interest rate and other risks associated with our business, resulting in our operations becoming more volatile and our cash flows less predictable.
Congress has adopted the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), a comprehensive financial reform legislation that establishes federal oversight and regulation of the over-the-counter derivatives market and entities, such as us, that participate in that market. This legislation was signed into law by President Obama on July 21, 2010 and requires the Commodities Futures Training Commission (“CFTC”), the SEC and other regulators to promulgate rules and regulations implementing the new legislation. While certain regulations have been promulgated and are already in effect, the rulemaking and implementation process is still ongoing, and we cannot yet predict the ultimate effect of the rules and regulations on our business.
The Dodd-Frank Act expanded the types of entities that are required to register with the CFTC and the SEC as a result of their activities in the derivatives markets or otherwise become specifically qualified to enter into derivatives contracts. We will be required to assess our activities in the derivatives markets, and to monitor such activities on an ongoing basis, to ascertain and to identify any potential change in our regulatory status.
Reporting and recordkeeping requirements also could significantly increase operating costs and expose us to penalties for non-compliance, and require additional compliance resources. Added public transparency as a result of the reporting rules may also have a negative effect on market liquidity which could also negatively impact commodity prices and our ability to hedge.
In October 2011, the CFTC has also issued regulations to set position limits for certain futures and option contracts in the major energy markets and for swaps that are their economic equivalents. However, in September 2012, the CFTC’s position limits rules were vacated by the U.S. District Court for the District of Columbia. In November 2013, the CFTC proposed new rules that would place limits on positions in certain core futures and equivalent swaps contracts for or linked to certain physical commodities, subject to exceptions for certain bona fide hedging transactions. As these new position limit rules are not yet final, the impact of those provisions on us is uncertain at this time.
The CFTC has designated certain interest rate swaps and credit default swaps for mandatory clearing and exchange trading. The associated rules require us, in connection with covered derivative activities, to comply with such requirements or take steps to qualify for an exemption to such requirements. We must obtain approval from the board of directors of our General Partner and make certain filings in order to rely on the end-user exception from the mandatory clearing requirements for swaps entered into to hedge our commercial risks. The application of mandatory clearing and trade execution requirements to other market participants, such as swap dealers, may change the cost and availability of the swaps that we use for hedging. The CFTC has not yet proposed rules designating any other classes of swaps, including physical commodity swaps, for mandatory clearing and exchange trading.
In addition, the Dodd-Frank Act requires that regulators establish margin rules for uncleared swaps. The application of such requirements to other market participants, such as swap dealers, may change the cost and availability of the swaps we use for hedging. If any of our swaps do not qualify for the commercial end-user exception, posting of collateral could impact our liquidity and reduce cash available to us for capital expenditures, reducing our ability to execute hedges to reduce risk and protect cash flow.
Rules promulgated under the Dodd-Frank Act further defined forwards as well as instances where forwards may become swaps. Because the CFTC rules, interpretations, no-action letters, and case law are still developing, it is possible that some arrangements that previously qualified as forwards or energy service contracts may fall in the regulatory category of swaps or options. In addition, the CFTC’s rules applicable to trade options may further impose burdens on our ability to conduct our traditional hedging operations and could become subject to CFTC investigations in the future.
The new legislation and any new regulations could significantly increase the cost of derivative contracts, materially alter the terms of derivative contracts, reduce the availability of derivatives to protect against risks we encounter, or reduce our ability to monetize or restructure existing derivative contracts. If we reduce our use of derivatives as a result of the legislation and regulations, our results of operations may become more volatile and our cash flows may be less predictable. Finally, if we fail to comply with applicable laws, rules or regulations, we may be subject to fines, cease-and-desist orders, civil and criminal penalties or other sanctions.
A natural disaster, catastrophe or other event could result in severe personal injury, property damage and environmental damage, which could curtail ETP’s operations and otherwise materially adversely affect their cash flow.
Some of ETP’s operations involve risks of personal injury, property damage and environmental damage, which could curtail its operations and otherwise materially adversely affect its cash flow. For example, natural gas facilities operate at high pressures, sometimes in excess of 1,100 pounds per square inch. Virtually all of ETP’s operations are exposed to potential natural disasters, including hurricanes, tornadoes, storms, floods and/or earthquakes.

If one or more facilities that are owned by ETP or that deliver natural gas or other products to ETP are damaged by severe weather or any other disaster, accident, catastrophe or event, ETP’s operations could be significantly interrupted. Similar interruptions could result from damage to production or other facilities that supply ETP’s facilities or other stoppages arising from factors beyond its control. These interruptions might involve significant damage to people, property or the environment, and repairs might take from a week or less for a minor incident to six months or more for a major interruption. Any event that interrupts the revenues generated by ETP’s operations, or which causes it to make significant expenditures not covered by insurance, could reduce ETP’s cash available for paying distributions to its Unitholders, including us.
As a result of market conditions, premiums and deductibles for certain insurance policies can increase substantially, and in some instances, certain insurance may become unavailable or available only for reduced amounts of coverage. As a result, ETP may not be able to renew existing insurance policies or procure other desirable insurance on commercially reasonable terms, if at all. If ETP were to incur a significant liability for which it was not fully insured, it could have a material adverse effect on ETP’s financial position and results of operations, as applicable. In addition, the proceeds of any such insurance may not be paid in a timely manner and may be insufficient if such an event were to occur.
Terrorist attacks aimed at our facilities could adversely affect its business, results of operations, cash flows and financial condition.
The United States government has issued warnings that energy assets, including the nation’s pipeline infrastructure, may be the future target of terrorist organizations. Some of our facilities are subject to standards and procedures required by the Chemical Facility Anti-Terrorism Standards. We believe we are in compliance with all material requirements; however, such compliance may not prevent a terrorist attack from causing material damage to our facilities or pipelines. Any such terrorist attack on ETP’s facilities or pipelines, those of their customers, or in some cases, those of other pipelines could have a material adverse effect on ETP’s business, financial condition and results of operations.
Additional deepwater drilling laws and regulations, delays in the processing and approval of drilling permits and exploration and oil spill-response plans, and other related restrictions arising after the Deepwater Horizon incident in the Gulf of Mexico may have a material adverse effect on our business, financial condition, or results of operations.
In recent years, the federal Bureau of Ocean Energy Management (“BOEM”) and the federal Bureau of Safety and Environmental Enforcement (“BSEE”), each agencies of the U.S. Department of the Interior, have imposed more stringent permitting procedures and regulatory safety and performance requirements for new wells to be drilled in federal waters. Compliance with these more stringent regulatory requirements and with existing environmental and oil spill regulations, together with any uncertainties or inconsistencies in decisions and rulings by governmental agencies, delays in the processing and approval of drilling permits or exploration, development, oil spill-response and decommissioning plans, and possible additional regulatory initiatives could result in difficult and more costly actions and adversely affect or delay new drilling and ongoing development efforts.
In addition, new regulatory initiatives may be adopted or enforced by the BOEM or the BSEE in the future that could result in additional costs, delays, restrictions, or obligations with respect to oil and natural gas exploration and production operations conducted offshore by certain of ETP’s customers. For example, in April 2016, the BOEM published a proposed rule that would update existing air-emissions requirements relating to offshore oil and natural-gas activity on federal Outer Continental Shelf waters. In addition, in September 2016, the BOEM issued a Notice to Lessees and Operators that would bolster supplemental bonding procedures for the decommissioning of offshore wells, platforms, pipelines, and other facilities. These regulatory actions, or any new rules, regulations, or legal initiatives could delay or disrupt our customers operations, increase the risk of expired leases due to the time required to develop new technology, result in increased supplemental bonding and costs, limit activities in certain areas, or cause our customers’ to incur penalties, or shut-in production or lease cancellation. Also, if material spill events were to occur in the future, the United States or other countries could elect to issue directives to temporarily cease drilling activities offshore and, in any event, may from time to time issue further safety and environmental laws and regulations regarding offshore oil and gas exploration and development. The overall costs imposed on ETP’s customers to implement and complete any such spill response activities or any decommissioning obligations could exceed estimated accruals, insurance limits, or supplemental bonding amounts, which could result in the incurrence of additional costs to complete. We cannot predict with any certainty the full impact of any new laws or regulations on ETP’s customers’ drilling operations or on the cost or availability of insurance to cover some or all of the risks associated with such operations. The occurrence of any one or more of these developments could result in decreased demand for ETP’s services, which could have a material adverse effect on its business as well as its financial position, results of operation and liquidity.

Our business is subject to federal, state and local laws and regulations that govern the product quality specifications of the petroleum products that we store and transport.
The petroleum products that we store and transport through Sunoco Logistics’ operations are sold by our customers for consumption into the public market. Various federal, state and local agencies have the authority to prescribe specific product quality specifications to commodities sold into the public market. Changes in product quality specifications could reduce our throughput volume, require us to incur additional handling costs or require the expenditure of significant capital. In addition, different product specifications for different markets impact the fungibility of products transported and stored in our pipeline systems and terminal facilities and could require the construction of additional storage to segregate products with different specifications. We may be unable to recover these costs through increased revenues.
In addition, our butane blending services are reliant upon gasoline vapor pressure specifications. Significant changes in such specifications could reduce butane blending opportunities, which would affect our ability to market our butane blending service licenses and which would ultimately affect our ability to recover the costs incurred to acquire and integrate our butane blending assets.
Our business could be affected adversely by union disputes and strikes or work stoppages by Panhandle’s and Sunoco LP’s unionized employees.
As of December 31, 2016, approximately 6% of our workforce is covered by a number of collective bargaining agreements with various terms and dates of expiration. There can be no assurances that Panhandle or Sunoco, Inc. will not experience a work stoppage in the future as a result of labor disagreements. Any work stoppage could, depending on the affected operations and the length of the work stoppage, have a material adverse effect on our business, financial position, results of operations or cash flows.
Governmental regulations and policies, particularly in the areas of taxation, energy and the environment, have a significant impact on our retail marketing business.
Federally mandated standards for use of renewable biofuels, such as ethanol and biodiesel in the production of refined products, are transforming traditional gasoline and diesel markets in North America. These regulatory mandates present production and logistical challenges for both the petroleum refining and ethanol industries, and may require us to incur additional capital expenditures or expenses particularly in our retail marketing business. We may have to enter into arrangements with other parties to meet our obligations to use advanced biofuels, with potentially uncertain supplies of these new fuels. If we are unable to obtain or maintain sufficient quantities of ethanol to support our blending needs, our sale of ethanol blended gasoline could be interrupted or suspended which could result in lower profits. There also will be compliance costs related to these regulations. We may experience a decrease in demand for refined petroleum products due to new federal requirements for increased fleet mileage per gallon or due to replacement of refined petroleum products by renewable fuels. In addition, tax incentives and other subsidies making renewable fuels more competitive with refined petroleum products may reduce refined petroleum product margins and the ability of refined petroleum products to compete with renewable fuels. A structural expansion of production capacity for such renewable biofuels could lead to significant increases in the overall production, and available supply, of gasoline and diesel in markets that we supply. In addition, a significant shift by consumers to more fuel-efficient vehicles or alternative fuel vehicles (such as ethanol or wider adoption of gas/electric hybrid vehicles), or an increase in vehicle fuel economy, whether as a result of technological advances by manufacturers, legislation mandating or encouraging higher fuel economy or the use of alternative fuel, or otherwise, also could lead to a decrease in demand, and reduced margins, for the refined petroleum products that we market and sell.
It is possible that any, or a combination, of these occurrences could have a material adverse effect on Sunoco, Inc.’s business or results of operations.
Our operations could be disrupted if our information systems fail, causing increased expenses and loss of sales.
Our business is highly dependent on financial, accounting and other data processing systems and other communications and information systems, including our enterprise resource planning tools. We process a large number of transactions on a daily basis and rely upon the proper functioning of computer systems. If a key system was to fail or experience unscheduled downtime for any reason, even if only for a short period, our operations and financial results could be affected adversely. Our systems could be damaged or interrupted by a security breach, fire, flood, power loss, telecommunications failure or similar event. We have a formal disaster recovery plan in place, but this plan may not entirely prevent delays or other complications that could arise from an information systems failure. Our business interruption insurance may not compensate us adequately for losses that may occur.

Cybersecurity breaches and other disruptions could compromise our information and operations, and expose us to liability, which would cause our business and reputation to suffer.
In the ordinary course of our business, we collect and store sensitive data, including intellectual property, our proprietary business information and that of our customers, suppliers and business partners, and personally identifiable information of our employees, in our data centers and on our networks. The secure processing, maintenance and transmission of this information is critical to our operations and business strategy. Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions. Any such breach could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, regulatory penalties for divulging shipper information, disruption of our operations, damage to our reputation, and loss of confidence in our products and services, which could adversely affect our business.
Our information technology infrastructure is critical to the efficient operation of our business and essential to our ability to perform day-today operations. Breaches in our information technology infrastructure or physical facilities, or other disruptions, could result in damage to our assets, safety incidents, damage to the environment, potential liability or the loss of contracts, and have a material adverse effect on our operations, financial position and results of operations.
The costs of providing pension and other postretirement health care benefits and related funding requirements are subject to changes in pension fund values, changing demographics and fluctuating actuarial assumptions and may have a material adverse effect on our financial results.
Certain of our subsidiaries provide pension plan and other postretirement healthcare benefits to certain of their employees. The costs of providing pension and other postretirement health care benefits and related funding requirements are subject to changes in pension and other postretirement fund values, changing demographics and fluctuating actuarial assumptions that may have a material adverse effect on the Partnership’s future consolidated financial results. While certain of the costs incurred in providing such pension and other postretirement healthcare benefits are recovered through the rates charged by the Partnership’s regulated businesses, the Partnership’s subsidiaries may not recover all of the costs and those rates are generally not immediately responsive to current market conditions or funding requirements. Additionally, if the current cost recovery mechanisms are changed or eliminated, the impact of these benefits on operating results could significantly increase.
Mergers among customers and competitors could result in lower volumes being shipped on our pipelines or products stored in or distributed through our terminals, or reduced crude oil marketing margins or volumes.
Mergers between existing customers could provide strong economic incentives for the combined entities to utilize their existing systems instead of our systems in those markets where the systems compete. As a result, we could lose some or all of the volumes and associated revenues from these customers and could experience difficulty in replacing those lost volumes and revenues, which could materially and adversely affect our results of operations, financial position, or cash flows.
LCL is dependent on project financing to fund the costs necessary to construct the liquefaction project. If project financing is unavailable to supply the funding necessary to complete the liquefaction project, LCL may not be able to secure alternative funding and affirmative FID may not be achieved.
LCL, an entity whose parent is owned 60% by ETE and 40% by ETP, is in the process of developing a liquefaction project in conjunction with BG Group plc (“BG”) pursuant to a project development agreement entered into in September 2013 and scheduled to expire at the end of February 2017, subject to the parties’ right to mutually extend the term. Pursuant to this agreement, each of LCL and BG are obligated to pay 50% of the development expenses for the liquefaction project, subject to reimbursement by the other party if such party withdraws from the project prior to both parties making a final investment decision (“FID”) to become irrevocably obligated to fully develop the project, subject to certain exceptions. Through December 31, 2016, LCL had incurred $110 million of development costs associated with the liquefaction project that were funded by ETE and ETP, and ETE and ETP have indicated that they intend to provide the funding necessary to complete the current development projects, but they have no obligation to do so. If ETE and ETP are unwilling or unable to provide funding to LCL for their share of the remaining development costs, or if BG is unwilling or unable to provide funding for its share of the remaining development costs, the liquefaction project could be delayed or cancelled.
The liquefaction project is subject to the right of each of LCL and BG to withdraw from the project in its sole discretion at any time prior to an affirmative FID.
The project development agreement provides that either LCL or BG may withdraw from the liquefaction project at any time prior to each party making an affirmative FID. LCL’s determination of whether to reach an affirmative FID is expected to be based upon a number of factors, including the expected cost to construct the liquefaction facility, the expected revenue to be generated

by LCL pursuant to the terms of the liquefaction services agreement anticipated to be entered into between LCL and BG in connection with both parties reaching an affirmative FID, and the terms and conditions of the financing for the construction of the liquefaction facility. BG’s determination of whether to reach an affirmative FID is expected be based on a number of factors, including the expected tolling charges it would be required to pay under the terms of the liquefaction services agreement, the costs anticipated to be incurred by BG to purchase natural gas for delivery to the liquefaction facility, the costs to transport natural gas to the liquefaction facility, the costs to operate the liquefaction facility and the costs to transport LNG from the liquefaction facility to customers in foreign markets (particularly Europe and Asia) over the expected 25-year term of the liquefaction services agreement. As currently provided, the tolling charges payable to LCL under the liquefaction services agreement are anticipated to be based on a rate of return formula tied to the construction costs for the liquefaction facility, these costs are anticipated to also have a significant bearing with respect to BG’s determination whether to reach an affirmative FID. As these costs fluctuate based on a variety of factors, including supply and demand factors affecting the price of natural gas in the United States, supply and demand factors affecting the price of LNG in foreign markets, supply and demand factors affecting the costs for construction services for large infrastructure projects in the United States, and general economic conditions, there can be no assurance that both LCL and BG will reach an affirmative FID to construct the liquefaction facility.
The construction of the liquefaction project remains subject to further approvals and some approvals may be subject to further conditions, review and/or revocation.
While a subsidiary of BG and LCL have received authorization from the DOE to export LNG to non-FTA countries, the non-FTA authorization is subject to review, and the DOE may impose additional approval and permit requirements in the future or revoke the non-FTA authorization should the DOE conclude that such export authorization is inconsistent with the public interest. The failure by LCL to timely maintain the approvals necessary to complete and operate the liquefaction project could have a material adverse effect on its operations and financial condition.
Tax Risks to Common Unitholders
Our tax treatment depends on our continuing status as a partnership for federal income tax purposes, as well as our not being subject to a material amount of additional entity-level taxation by individual states. If the IRS were to treat us or ETP as a corporation for federal income tax purposes or if we or ETP become subject to a material amount of entity-level taxation for state tax purposes, then our cash available for distribution would be substantially reduced.
The anticipated after-tax economic benefit of an investment in our Common Units depends largely on our being treated as a partnership for federal income tax purposes. We have not requested, and do not plan to request, a ruling from the IRS on this matter. The value of our investments in ETP depends largely on ETP being treated as a partnership for federal income tax purposes.
Despite the fact that we and ETP are each a limited partnership under Delaware law, we would each be treated as a corporation for federal income tax purposes unless we satisfy a “qualifying income” requirement. Based upon our current operations, we believe we and ETP satisfy the qualifying income requirement. Failing to meet the qualifying income requirement or a change in current law could cause us or ETP to be treated as a corporation for federal income tax purposes or otherwise subject us or ETP to taxation as an entity.
If we or ETP were treated as a corporation, we would pay federal income tax on our taxable income at the corporate tax rate and we would likely pay additional state income taxes at varying rates. Distributions to Unitholders would generally be taxed again as corporate distributions, and none of our income, gains, losses or deductions would flow through to Unitholders. Because a tax would then be imposed upon us as a corporation, our cash available for distribution to Unitholders would be substantially reduced. Therefore, treatment of us as a corporation would result in a material reduction in the anticipated cash flow and after-tax return to the Unitholders, likely causing a substantial reduction in the value of our Common Units.
At the state level, several states have been evaluating ways to subject partnerships to entity-level taxation through the imposition of state income, franchise, or other forms of taxation. Imposition of a similar tax on us in the jurisdictions in which we operate or in other jurisdictions to which we may expand could substantially reduce our case available for distribution to our Unitholders. Our partnership agreement provides that if a law is enacted or existing law is modified or interpreted in a manner that subjects us to taxation as a corporation or to additional taxation as an entity for federal, state or local income tax purposes, the minimum quarterly distribution amount and the target distribution amounts may be adjusted to reflect the impact of that law on us.
The present U.S. federal income tax treatment of publicly traded partnerships, including us, or an investment in our common units may be modified by administrative, legislative or judicial changes or differing interpretations at any time. From time to time, members of Congress propose and consider substantive changes to the existing U.S. federal income tax laws that affect publicly traded partnerships. Although there is no current legislative proposal, a prior legislative proposal would have eliminated the qualifying income exception to the treatment of all publicly traded partnerships as corporations upon which we rely for our treatment as a partnership for U.S. federal income tax purposes.

In addition, on January 24, 2017, final regulations regarding which activities give rise to qualifying income within the meaning of Section 7704 of the Internal Revenue Code of 1986, as amended (the “Final Regulations”) were published in the Federal Register. The Final Regulations are effective as of January 19, 2017, and apply to taxable years beginning on or after January 19, 2017. We do not believe the Final Regulations affect our ability to be treated as a partnership for U.S. federal income tax purposes.
However, any modification to the U.S. federal income tax laws may be applied retroactively and could make it more difficult or impossible for us to meet the exception for certain publicly traded partnerships to be treated as partnerships for U.S. federal income tax purposes. We are unable to predict whether any of these changes or other proposals will ultimately be enacted. Any similar or future legislative changes could negatively impact the value of an investment in our common units.
We have subsidiaries that will be treated as corporations for federal income tax purposes and subject to corporate-level income taxes.
Even though we (as a partnership for U.S. federal income tax purposes) are not subject to U.S. federal income tax, some of our operations are conducted through subsidiaries that are organized as corporations for U.S. federal income tax purposes. The taxable income, if any, of subsidiaries that are treated as corporations for U.S. federal income tax purposes, is subject to corporate-level U.S. federal income taxes, which may reduce the cash available for distribution to us and, in turn, to our unitholders. If the IRS or other state or local jurisdictions were to successfully assert that these corporations have more tax liability than we anticipate or legislation was enacted that increased the corporate tax rate, the cash available for distribution could be further reduced. The income tax return filings positions taken by these corporate subsidiaries require significant judgment, use of estimates, and the interpretation and application of complex tax laws. Significant judgment is also required in assessing the timing and amounts of deductible and taxable items. Despite our belief that the income tax return positions taken by these subsidiaries are fully supportable, certain positions may be successfully challenged by the IRS, state or local jurisdictions.
If the IRS makes audit adjustments to our income tax returns for tax years beginning after December 31, 2017, it (and some states) may assess and collect any taxes (including any applicable penalties and interest) resulting from such audit adjustment directly from us, in which case our cash available for distribution to our Unitholders might be substantially reduced.
Pursuant to the Bipartisan Budget Act of 2015, for tax years beginning after December 31, 2017, if the IRS makes audit adjustments to our income tax returns, it (and some states) may assess and collect any taxes (including any applicable penalties and interest) resulting from such audit adjustment directly from us. To the extent possible under the new rules, our general partner may elect to either pay the taxes (including any applicable penalties and interest) directly to the IRS or, if we are eligible, issue a revised Schedule K-1 to each unitholder with respect to an audited and adjusted return. Although our general partner may elect to have our Unitholders take such audit adjustment into account in accordance with their interests in us during the tax year under audit, there can be no assurance that such election will be practical, permissible or effective in all circumstances. As a result, our current Unitholders may bear some or all of the tax liability resulting from such audit adjustment, even if such Unitholders did not own units in us during the tax year under audit. If, as a result of any such audit adjustment, we are required to make payments of taxes, penalties and interest, our cash available for distribution to our Unitholders might be substantially reduced. These rules are not applicable for tax years beginning on or prior to December 31, 2017.
We treat each purchaser of Common Units as having the same tax benefits without regard to the actual Common Units purchased. The IRS may challenge this treatment, which could result in a Unitholder owing more tax and may adversely affect the value of the Common Units.
Because we cannot match transferors and transferees of Common Units and because of other reasons, we will adopt depreciation, depletion and amortization positions that may not conform to all aspects of existing Treasury Regulations. A successful IRS challenge to those positions could adversely affect the amount of tax benefits available to our Unitholders. It also could affect the timing of these tax benefits or the amount of gain from the sale of Common Units and could have a negative impact on the value of our Common Units or result in audit adjustments to tax returns of our Unitholders. Moreover, because we have subsidiaries that are organized as C corporations for federal income tax purposes owns units in us, a successful IRS challenge could result in this subsidiary having a greater tax liability than we anticipate and, therefore, reduce the cash available for distribution to our partnership and, in turn, to our Unitholders.
We prorate our items of income, gain, loss and deduction between transferors and transferees of our units each month based upon the ownership of our units on the first business day of each month, instead of on the basis of the date a particular unit is transferred. The IRS may challenge aspects of our proration method, and if successful, we would be required to change the allocation of items of income, gain, loss and deduction among our Unitholders.
We generally prorate our items of income, gain, loss and deduction between transferors and transferees of our units each month based upon the ownership of our units on the first business day of each month (the “Allocation Date”), instead of on the basis of the date a particular unit is transferred. Similarly, we generally allocate certain deductions for depreciation of capital additions,

gain or loss realized on a sale or other disposition of our assets and, in the discretion of the general partner, any other extraordinary item of income, gain, loss or deduction based upon ownership on the Allocation Date. Treasury Regulations allow a similar monthly simplifying convention, but such regulations do not specifically authorize all aspects of the proration method we have adopted. If the IRS were to challenge our proration method, we may be required to change the allocation of items of income, gain, loss and deduction among our Unitholders.
A Unitholder whose units are the subject of a securities loan (e.g. a loan to a “short seller”) to cover a short sale of units may be considered as having disposed of those units. If so, the Unitholder would no longer be treated for tax purposes as a partner with respect to those units during the period of the loan and may recognize gain or loss from the disposition.
Because there are no specific rules governing the federal income tax consequences of loaning a partnership interest, a Unitholder whose units are the subject of a securities loan may be considered as having disposed of the loaned units. In that case, the Unitholder may no longer be treated for tax purposes as a partner with respect to those units during the period of the loan and may recognize gain or loss from such disposition. Moreover, during the period of the loan, any of our income, gain, loss or deduction with respect to those units may not be reportable by the Unitholder and any cash distributions received by the Unitholder as to those units could be fully taxable as ordinary income. Unitholders desiring to assure their status as partners and avoid the risk of gain recognition from a loan of their units are urged to modify any applicable brokerage account agreements to prohibit their brokers from borrowing their units.
ETP and Sunoco LP have adopted certain valuation methodologies in determining unitholder’s allocations of income, gain, loss and deduction. The IRS may challenge these methods or the resulting allocations, and such a challenge could adversely affect the value of ETP’s and Sunoco LP’s Common Units and our Common Units.
In determining the items of income, gain, loss and deduction allocable to our, Sunoco LP’s or ETP’s unitholders, we must routinely determine the fair market value of our respective assets. Although we may from time to time consult with professional appraisers regarding valuation matters, we make many fair market value estimates using a methodology based on the market value of our, Sunoco LP’s or ETP’s common units as a means to measure the fair market value of our respective assets. The IRS may challenge these valuation methods and the resulting allocations of income, gain, loss and deduction.
A successful IRS challenge to these methods or allocations could adversely affect the amount, character, and timing of taxable income or loss being allocated to our Unitholders, Sunoco LP’s Unitholders or the ETP Unitholders. It also could affect the amount of gain on the sale of Common Units by our Unitholders, Sunoco LP’s Unitholders or ETP’s Unitholders and could have a negative impact on the value of our Common Units or those of Sunoco LP and ETP or result in audit adjustments to the tax returns of our, Sunoco LP’s or ETP’s Unitholders without the benefit of additional deductions.
The sale or exchange of 50% or more of our capital and profits interests during any twelve month period will result in the termination of our partnership for federal income tax purposes.
We will be considered to have technically terminated as a partnership for federal income tax purposes if there is a sale or exchange of 50% or more of the total interests in our capital and profits within a twelve-month period. For purposes of determining whether the 50% threshold has been met, multiple sales of the same unit during the applicable twelve-month period will be counted only once. Our technical termination would, among other things, result in the closing of our taxable year for all Unitholders which would require us to file two federal partnership tax returns (and our Unitholders could receive two Schedules K-1 if relief was not available, as described below) for one fiscal year, and could result in a deferral of depreciation deductions allowable in computing our taxable income. In the case of a Unitholder reporting on a taxable year other than a calendar year, the closing of our taxable year may also result in more than twelve months of our taxable income or loss being includable in such Unitholder’s taxable income for the year of termination. A technical termination currently would not affect our classification as a partnership for federal income tax purposes, but it would result in our being treated as a new partnership for tax purposes on the technical termination date, and would be required to make new tax elections and could be subject to penalties if we were unable to determine in a timely manner that a termination occurred. The IRS has announced a relief procedure whereby a publicly traded partnership that has technically terminated requests and the IRS grants special relief, among other things, the partnership may be permitted to provide only a single Schedule K-1 to unitholders for the two tax years within the fiscal year in which the termination occurs.
Unitholders will likely be subject to state and local taxes and return filing requirements in states where they do not live as a result of investing in our Common Units.
In addition to federal income taxes, the Unitholders may be subject to other taxes, including state and local taxes, unincorporated business taxes and estate, inheritance or intangible taxes that are imposed by the various jurisdictions in which we or ETP conduct business or own property now or in the future, even if they do not live in any of those jurisdictions. We currently own property or conduct business in many states, most of which impose an income tax on individuals, corporations and other entities. As we make acquisitions or expand our business, we may control assets or conduct business in additional states that impose a personal

or corporate income tax. Unitholders may be required to file state and local income tax returns and pay state and local income taxes in some or all of the jurisdictions. Further, Unitholders may be subject to penalties for failure to comply with those requirements. It is the responsibility of each Unitholder to file all federal, state and local tax returns.
Risks Related to the Pending MLP Merger
The completion of the MLP Merger is subject to the satisfaction of certain conditions to closing, and the date that the MLP Merger would be consummated is uncertain.
The completion of the MLP Merger is subject to the absence of a material adverse change to the business or results of operation of Sunoco Logistics and ETP, the receipt of necessary regulatory approvals, the approval of the MLP Merger by a majority of the outstanding ETP common units and the satisfaction or waiver of other conditions specified in the merger agreement related to the MLP Merger. In the event those conditions to closing are not satisfied or waived, we would not complete the MLP Merger.
Failure to complete the MLP Merger, or significant delays in completing the MLP Merger, could negatively affect the trading price of our common units and our future business and financial results.
Completion of the MLP Merger is not assured and is subject to risks, including the risks that approval of the merger by ETP’s unitholders or governmental agencies is not obtained or that other closing conditions are not satisfied. If the merger is not completed, or if there are significant delays in completing the merger, it could negatively affect the trading price of Sunoco Logistics’ and ETP’s respective common units and their future business and financial results, and Sunoco Logistics and ETP will be subject to several risks, including the following:
liability for damages under the terms and conditions of the merger agreement;
negative reactions from the financial markets, including declines in the price of Sunoco Logistics’ and ETP’s common units due to the fact that current prices may reflect a market assumption that the merger will be completed; and
the attention of Sunoco Logistics’ and ETP’s management will have been diverted to the merger rather than its own operations and pursuit of other opportunities that could have been beneficial to Sunoco Logistics or ETP.
Sunoco Logistics and ETP may have difficulty attracting, motivating and retaining executives and other employees in light of the merger.
Uncertainty about the effect of the merger on Sunoco Logistics’ and ETP’s respective employees may have an adverse effect on us and the combined organization. This uncertainty may impair Sunoco Logistics’ and ETP’s ability to attract, retain and motivate personnel until the merger is completed. Employee retention may be particularly challenging during the pendency of the merger, as employees may feel uncertain about their future roles with the combined organization. In addition, Sunoco Logistics and ETP may have to provide additional compensation in order to retain employees. If employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to become employees of the combined organization, the ability of Sunoco Logistics and ETP to realize the anticipated benefits of the merger could be reduced. Also, if the MLP merger is not completed, it may be difficult and expensive for Sunoco Logistics and ETP to recruit and hire replacements for such employees.
Sunoco Logistics and ETP are each subject to contractual restrictions while the merger is pending, which could materially and adversely affect their respective business and operations, and, pending the completion of the transaction, our business and operations could be materially and adversely affected.
Under the terms of the merger agreement for the MLP Merger, each of Sunoco Logistics and ETP is subject to certain restrictions on the conduct of business prior to completing the transaction, which may adversely affect its respective ability to execute certain business strategies without first obtaining consent from the other party, including its ability in certain cases to enter into contracts, incur capital expenditures or grow its business. The merger agreement also restricts ETP’s ability to solicit, initiate or encourage alternative acquisition proposals with any third party and may deter a potential acquirer from proposing an alternative transaction or may limit our ability to pursue any such proposal. Such limitations could negatively affect our business and operations prior to the completion of the proposed transaction.
Furthermore, the process of planning to integrate two businesses and organizations for the post-merger period can divert management attention and resources and could ultimately have an adverse effect on us.
In connection with the pending merger, it is possible that some customers, suppliers and other persons with whom ETP has business relationships may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationship as a result of the transaction, which could negatively affect our revenues, earnings and cash flows, as well as the market price of our common units, regardless of whether the transaction is completed.

Sunoco Logistics and ETP will incur substantial transaction-related costs in connection with the merger.
Sunoco Logistics and ETP expects to incur a number of non-recurring merger-related costs associated with completing the merger, combining the operations of the two companies, and achieving desired synergies. These fees and costs will be substantial. Non-recurring transaction costs include, but are not limited to, fees paid to legal, financial and accounting advisors, filing fees and printing costs. Additional unanticipated costs may be incurred in the integration of Sunoco Logistics’ and ETP’s businesses. There can be no assurance that the elimination of certain duplicative costs, as well as the realization of other efficiencies related to the integration of the two businesses, will offset the incremental transaction-related costs over time. Thus, any net benefit may not be achieved in the near term, the long term or at all.
The number of outstanding Sunoco Logistics common units will increase as a result of the merger, which could make it more difficult for Sunoco Logistics to pay the current level of quarterly distributions.
As of February 22, 2017, there were more than 322 million Sunoco Logistics common units outstanding. Sunoco Logistics will issue approximately 827 million common units in connection with the merger. Accordingly, the aggregate dollar amount required to pay the current per unit quarterly distribution on all Sunoco Logistics common units will increase, which could increase the likelihood that Sunoco Logistics will not have sufficient funds to pay the current level of quarterly distributions to all Sunoco Logistics unitholders. Using a $0.52 per Sunoco Logistics common unit distribution (the amount Sunoco Logistics paid with respect to the fourth fiscal quarter of 2016 on February 14, 2017 to holders of record as of February 7, 2017), the aggregate cash distribution paid to Sunoco Logistics unitholders totaled approximately $272 million, including a distribution of $105 million to Sunoco Logistics GP in respect of its general partner interest and ownership of incentive distribution rights. Using the same $0.52 per Sunoco Logistics common unit distribution, the combined pro forma Sunoco Logistics distribution with respect to the fourth fiscal quarter of 2016, had the merger been completed prior to such distribution, would have resulted in total cash distributions of approximately $796 million, including a distribution of $233 million to Sunoco Logistics GP in respect of its general partner interest and incentive distribution rights. Through our ownership of ETP Class H units and a 0.1% interest in Sunoco Logistics’ general partner, we are entitled to receive 90.15% of the cash distributions related to the IDRs of Sunoco Logistics, while ETP is entitled to receive the remaining 9.85% of such cash distributions.

ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
A description of our properties is included in “Item 1. Business.” In addition, we own office buildings for our executive offices in Dallas, Texas and office buildings in Newton Square, Pennsylvania and Houston, Corpus Christi and San Antonio, Texas. While we may require additional office space as our business expands, we believe that our existing facilities are adequate to meet our needs for the immediate future, and that additional facilities will be available on commercially reasonable terms as needed.
We believe that we have satisfactory title to or valid rights to use all of our material properties. Although some of our properties are subject to liabilities and leases, liens for taxes not yet due and payable, encumbrances securing payment obligations under non-competition agreements and immaterial encumbrances, easements and restrictions, we do not believe that any such burdens will materially interfere with our continued use of such properties in our business, taken as a whole. In addition, we believe that we have, or are in the process of obtaining, all required material approvals, authorizations, orders, licenses, permits, franchises and consents of, and have obtained or made all required material registrations, qualifications and filings with, the various state and local government and regulatory authorities which relate to ownership of our properties or the operations of our business.
Substantially all of our subsidiaries’ pipelines, which are described in “Item 1. Business” are constructed on rights-of-way granted by the apparent record owners of the property. Lands over which pipeline rights-of-way have been obtained may be subject to prior liens that have not been subordinated to the right-of-way grants. Our subsidiaries have obtained, where necessary, easement agreements from public authorities and railroad companies to cross over or under, or to lay facilities in or along, watercourses, county roads, municipal streets, railroad properties and state highways, as applicable. In some cases, properties on which our subsidiaries’ pipelines were built were purchased in fee. ETP also owns and operates multiple natural gas and NGL storage facilities and owns or leases other processing, treating and conditioning facilities in connection with its midstream operations.
ITEM 3. LEGAL PROCEEDINGS
Sunoco, Inc. and/or Sunoco, Inc. (R&M), along with other refiners, manufacturers and sellers of gasoline, are defendants in lawsuits alleging MTBE contamination of groundwater. The plaintiffs typically include water purveyors and municipalities responsible for supplying drinking water and governmental authorities. The plaintiffs primarily assert product liability claims and additional claims

including nuisance, trespass, negligence, violation of environmental laws and deceptive business practices. The plaintiffs in all of the cases seek to recover compensatory damages, and in some cases also seek natural resource damages, injunctive relief, punitive damages and attorneys’ fees.
As of December 31, 2016, Sunoco, Inc. is a defendant in six cases, including cases initiated by the States of New Jersey, Vermont, Pennsylvania, Rhode Island, and two others by the Commonwealth of Puerto Rico with the more recent Puerto Rico action being a companion case alleging damages for additional sites beyond those at issue in the initial Puerto Rico action. Four of these cases are venued in a multidistrict litigation proceeding in a New York federal court. The New Jersey, Puerto Rico, Vermont, and Pennsylvania cases assert natural resource damage claims.
Fact discovery has concluded with respect to an initial set of 19 sites each that will be the subject of the first trial phase in the New Jersey case and the initial Puerto Rico case. The initial set of 19 New Jersey trial sites are now pending before the United States District Judge for the District of New Jersey, the Hon. Freda L. Wolfson for the pre-trial and trial phases. Judge Wolfson then referred the case to United States Magistrate Judge for the District of New Jersey, the Hon. Lois H. Goodman. Judge Goodman conducted a status conference with all of the parties and inquired whether the parties will engage in a global mediation and instructed the parties to exchange possible mediator names. All parties agreed to participate in global settlement discussions in a global mediation forum before Hon. Garrett Brown (Ret.), a Judicial Arbitration Mediation Service mediator. The remaining portion of the New Jersey case remains in the multidistrict litigation. The first mediation session with Judge Brown is scheduled for November 2 through November 3, 2016. In early 2017, Sunoco, Inc. and two other co-defendants reached a settlement in principle with the State of New Jersey, subject to the parties agreeing on the terms and conditions of a Settlement and Release agreement. It is reasonably possible that a loss may be realized in the remaining cases; however, we are unable to estimate the possible loss or range of loss in excess of amounts accrued. Management believes that an adverse determination with respect to one or more of the MTBE cases could have a significant impact on results of operations during the period in which any said adverse determination occurs, but does not believe that any such adverse determination would have a material adverse effect on the Partnership’s consolidated financial position.
In January 2012, Sunoco Logistics experienced a release on its products pipeline in Wellington, Ohio. In connection with this release, the PHMSA issued a Corrective Action Order under which Sunoco Logistics is obligated to follow specific requirements in the investigation of the release and the repair and reactivation of the pipeline. Sunoco Logistics also entered into an Order on Consent with the EPA regarding the environmental remediation of the release site. All requirements of the Order on Consent with the EPA have been fulfilled and the Order has been satisfied and closed. Sunoco Logistics has also received a "No Further Action" approval from the Ohio EPA for all soil and groundwater remediation requirements. In May 2016, Sunoco Logistics received a proposed penalty from the EPA and U.S. Department of Justice associated with this release, and continues to work with the involved parties to bring this matter to closure. The timing and outcome of this matter cannot be reasonably determined at this time. However, Sunoco Logistics does not expect there to be a material impact to its results of operations, cash flows or financial position.
In 2012, the EPA issued a proposed consent agreement related to the releases that occurred at Sunoco Logistics’ pump station/tank farm in Barbers Hill, Texas and pump station/tank farm located in Cromwell, Oklahoma in 2010 and 2011, respectively. These matters were referred to the DOJ by the EPA. In November 2012, Sunoco Logistics received an initial assessment of $1.4 million associated with these releases. Sunoco Logistics is in discussions with the EPA and the DOJ on this matter to resolve the issue. The timing or outcome of this matter cannot be reasonably determined at this time. Sunoco Logistics does not expect there to be a material impact to its results of operations, cash flows or financial position.
In April 2015 and October 2016, the PHMSA issued separate Notices of Probable Violation ("NOPVs") and a Proposed Compliance Order ("PCO") related to Sunoco Logistics’ West Texas Gulf pipeline in connection with repairs being carried out on the pipeline and other administrative and procedural findings. The proposed penalties are in excess of $100,000. Sunoco Logistics does not expect there to be a material impact to its results of operations, cash flows or financial position.
In April 2016, the PHMSA issued a NOPV, PCO and Proposed Civil Penalty related to certain procedures carried out during construction of Sunoco Logistics’ Permian Express 2 pipeline system in Texas.  The proposed penalties are in excess of $100,000. Sunoco Logistics does not expect there to be a material impact to its results of operations, cash flows or financial position.
In June 2016, the PHMSA issued NOPVs and a PCO in connection with alleged violations on Sunoco Logistics’ Texas crude oil pipeline system. The proposed penalties are in excess of $100,000. Sunoco Logistics does not expect there to be a material impact to its results of operations, cash flows or financial position.
In July 2016, the PHMSA issued a NOPV and PCO in connection with inspection and maintenance activities related to a 2013 incident on Sunoco Logistics' crude oil pipeline near Wortham, Texas. The proposed penalties are in excess of $100,000, and Sunoco Logistics is currently in discussions with PHMSA to resolve these matters. The timing or outcome of these matters cannot be reasonably determined at this time, however, Sunoco Logistics does not expect there to be a material impact to its results of operations, cash flows, or financial position.

Additionally, we have received notices of violations and potential fines under various federal, state and local provisions relating to the discharge of materials into the environment or protection of the environment. While we believe that even if any one or more of the environmental proceedings listed above were decided against us, it would not be material to our financial position, results of operations or cash flows, we are required to report environmental governmental proceedings if we reasonably believe that such proceedings will result in monetary sanctions in excess of $0.1 million.
On April 6, 2016, WMB filed a complaint against ETE and LE GP in the Delaware Court of Chancery (the “First Delaware WMB Litigation”). This lawsuit is styled The Williams Companies, Inc. v. Energy Transfer Equity, L.P., C.A. No. 12168-VCG. WMB alleged that Defendants breached the merger agreement between WMB, ETE, and several of ETE’s affiliates (the “Merger Agreement”) by issuing ETE’s Series A Convertible Preferred Units. According to WMB, the issuance of Convertible Units (the “Issuance”) violates various contractual restrictions on ETE’s actions between the execution and closing of the merger. WMB sought, among other things, to (a) rescind the Issuance and (b) invalidate an amendment to ETE’s partnership agreement that was adopted on March 8, 2016 as part of the Issuance.
On May 3, 2016, ETE and LE GP filed an answer and counterclaim in the First Delaware WMB Litigation. The counterclaim asserts in general that WMB materially breached its obligations under the Merger Agreement by (a) blocking ETE’s attempts to complete a public offering of the Convertible Units, including, among other things, by declining to allow WMB’s independent registered public accounting firm to provide the auditor consent required to be included in the registration statement for a public offering and (b) bringing the Texas WMB Litigation against Mr. Warren in the District Court of Dallas County, Texas.
On May 13, 2016, WMB filed a second lawsuit in the Delaware Court of Chancery against ETE and LE GP and added Energy Transfer Corp LP, ETE Corp GP, LLC, and Energy Transfer Equity GP, LLC as additional defendants (the “Second Delaware WMB Litigation”). This lawsuit is styled The Williams Companies, Inc. v. Energy Transfer Equity, L.P., et al., C.A. No. 12337-VCG. In general, WMB alleged that the defendants breached the Merger Agreement by (a) failing to use commercially reasonable efforts to obtain from Latham & Watkins LLP (“Latham”) the delivery of a tax opinion under Section 721 of the Tax Code (“721 Opinion”), a condition precedent to the closing of the merger, and (b) taking actions that allegedly delayed the SEC in declaring the Form S-4 filed in connection with the merger (the “Form S-4”) effective. WMB asked the Court, in general, to (a) issue a declaratory judgment that ETE breached the Merger Agreement, (b) enjoin ETE from terminating the Merger Agreement on the basis that it failed to obtain a 721 Opinion, (c) enjoin ETE from terminating the Merger Agreement on the basis that the transaction failed to close by the outside date, and (d) force ETE to close the merger or take various other affirmative actions. WMB sought to expedite the second lawsuit, and ETE agreed to expedite both Delaware actions.
ETE also filed an answer and counterclaim in the Second Delaware WMB Litigation. In addition to the counterclaims previously asserted, ETE asserted that WMB materially breached the Merger Agreement by, among other things, (a) modifying or qualifying the WMB board of directors’ recommendation to its stockholders regarding the merger, (b) failing to provide material information to ETE for inclusion in the Form S-4 related to the merger necessary to prevent the Form S-4 from being materially misleading, (c) failing to facilitate the financing of the merger, (d) failing to be reasonable with respect to its withholding of its consent to ETE’s offering of Series A Convertible Preferred Units, and (e) failing to use its reasonable best efforts to consummate the merger. ETE sought, among other things, a declaration that it could validly terminate the Merger Agreement after June 28, 2016 in the event that Latham was unable to deliver the 721 Opinion on or prior to June 28, 2016.
After expedited discovery and a two-day trial on June 20 and 21, 2016, the Court ruled in favor of ETE and issued a declaratory judgment that ETE could terminate the merger after June 28, 2016 because of Latham’s inability to provide the required 721 Opinion. The Court also denied WMB’s requests for injunctive relief. WMB filed a notice of appeal to the Supreme Court of Delaware on June 27, 2016. The appeal is styled The Williams Companies, Inc. v. Energy Transfer Equity, L.P., No. 330, 2016.
Williams filed an amended complaint on September 16, 2016. In the amended complaint, Williams abandons its request for injunctive relief, including its request that the Court order the ETE Defendants to consummate the merger. Instead, Williams seeks a $410 million termination fee and additional damages of up to $10 billion based on the purported lost value of the merger consideration. These damages claims are based on the alleged breaches of the Merger Agreement detailed above, as well as new allegations that the ETE Defendants breached an additional representation and warranty in the Merger Agreement.
The ETE Defendants filed amended counterclaims and affirmative defenses on September 23, 2016. In the amended counterclaim, the ETE Defendants seek a $1.48 billion termination fee under the Merger Agreement and additional damages caused by Williams’ misconduct. These damages claims are based on the alleged breaches of the Merger Agreement detailed above, as well as new allegations that Williams breached the Merger Agreement by failing to disclose material information that was required to be disclosed in the Form S-4. On September 29, 2016, Williams filed a motion to dismiss the ETE Defendants’ amended counterclaims and to strike certain of the ETE Defendants’ affirmative defenses. Following briefing by the parties on Williams’ motion, the Delaware Court of Chancery held oral arguments on November 30, 2016. The parties are awaiting the Court’s decision.

On January 11, 2017, the Delaware Supreme Court held oral arguments on Williams’ appeal of the June 2016 trial. The parties are awaiting the Court’s decision.
The parties are currently engaging in discovery in connection with their amended claims and counterclaims.
For a description of legal proceedings, see Note 11 to our consolidated financial statements.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.

PART II
ITEM 5.  MARKET FOR REGISTRANT’S COMMON UNITS, RELATED UNITHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Parent Company
Market Price of and Distributions on Common Units and Related Unitholder Matters
The Parent Company’s common units are listed on the NYSE under the symbol “ETE.” The following table sets forth, for the periods indicated, the high and low sales prices per ETE Common Unit, as reported on the NYSE Composite Tape, and the amount of cash distributions paid per ETE Common Unit for the periods indicated.
 
Price Range (1)
 
Cash
Distribution (2)
 High Low 
Fiscal Year 2016:     
Fourth Quarter$19.99
 $13.77
 $0.2850
Third Quarter19.44
 13.45
 0.2850
Second Quarter15.13
 6.40
 0.2850
First Quarter14.39
 4.00
 0.2850
      
Fiscal Year 2015:     
Fourth Quarter$25.36
 $10.84
 $0.2850
Third Quarter33.05
 18.62
 0.2850
Second Quarter35.44
 31.41
 0.2650
First Quarter33.08
 24.84
 0.2450

(1)
Prices and distributions have been adjusted to reflect the effect of the two-for-one splits of ETE Common Units completed in July 2015. See Note 8 to our consolidated financial statements.
(2)
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.
For a description of cash distributions paid by ETE dating back to the fourth quarter of 2013, see “Cash Distributions Paid by the Parent Company” in Item 7 below.
Description of Units
As of February 17, 2017, there were approximately 255,000 individual common unitholders, which includes common units held in street name. Common units represent limited partner interest in us that entitle the holders to the rights and privileges specified in the Parent Company’s Third Amended and Restated Agreement of Limited Partnership, as amended to date (the “Partnership Agreement”).
As of December 31, 2016, limited partners owns an aggregate 97.7% limited partner interest in us. Our General Partner owns an aggregate 0.3% General Partner interest in us. Our common units are registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are listed for trading on the NYSE. Each holder of a common unit is entitled to one vote per unit on all matters presented to the limited partners for a vote. In addition, if at any time any person or group (other than our General Partner and its affiliates) owns beneficially 20% or more of all common units, any Common Units owned by that person or group may not be voted on any matter and are not considered to be outstanding when sending notices of a meeting of unitholders (unless otherwise required by law), calculating required votes, determining the presence of a quorum or for other similar purposes under our Partnership Agreement. The common units are entitled to distributions of Available Cash as described below under “Cash Distribution Policy.”
Cash Distribution Policy
General.  The Parent Company will distribute all of its “Available Cash” to its unitholders and its General Partner within 50 days following the end of each fiscal quarter.

Definition of Available Cash.Available Cash is defined in the Parent Company’s Partnership Agreement and generally means, with respect to any calendar quarter, all cash on hand at the end of such quarter less the amount of cash reserves that are necessary or appropriate in the reasonable discretion of the General Partner to:
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.
The total amount of distributions declared is reflected in Note 8 to our consolidated financial statements.
Recent Sales of Unregistered Securities
None.
Issuer Purchases of Equity Securities
None.
Securities Authorized for Issuance Under Equity Compensation Plans
For information on the securities authorized for issuance under ETE’s equity compensation plans, see Item 12.
ITEM 6.  SELECTED FINANCIAL DATA
The selected historical financial data should be read in conjunction with “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical consolidated financial statements and accompanying notes thereto included elsewhere in this report. The amounts in the table below, except per unit data, are in millions.
 Years Ended December 31,
 2016 2015 2014 2013 2012
Statement of Operations Data:         
Total revenues$37,504
 $42,126
 $55,691
 $48,335
 $16,964
Operating income1,499
 2,399
 2,470
 1,551
 1,360
Income from continuing operations41
 1,093
 1,060
 282
 1,383
Basic income from continuing operations per limited partner unit0.94
 1.11
 0.58
 0.17
 0.29
Diluted income from continuing operations per limited partner unit0.92
 1.11
 0.57
 0.17
 0.29
Cash distribution per unit1.14
 1.08
 0.80
 0.67
 0.63
Balance Sheet Data (at period end):         
Total assets79,011
 71,189
 64,279
 50,330
 48,904
Long-term debt, less current maturities42,608
 36,837
 29,477
 22,562
 21,440
Total equity22,517
 23,598
 22,314
 16,279
 16,350
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(Tabular dollar and unit amounts, except per unit data, are in millions)
Energy Transfer Equity, L.P. is a Delaware limited partnership whose common units are publicly traded on the NYSE under the ticker symbol “ETE.” ETE was formed in September 2002 and completed its initial public offering in February 2006.
The following is a discussion of our historical consolidated financial condition and results of operations, and should be read in conjunction with our historical consolidated financial statements and accompanying notes thereto included in “Item 8. Financial Statements and Supplementary Data” of this report. This discussion includes forward-looking statements that are subject to risk and uncertainties. Actual results may differ substantially from the statements we make in this section due to a number of factors that are discussed in “Item 1A. Risk Factors” of this report.

Unless the context requires otherwise, references to “we,” “us,” “our,” the “Partnership” and “ETE” mean Energy Transfer Equity, L.P. and its consolidated subsidiaries, which include ETP, ETP GP, ETP LLC, Panhandle (or Southern Union prior to its merger into Panhandle in January 2014), Sunoco Logistics, Sunoco LP, Lake Charles LNG and ETP Holdco. References to the “Parent Company” mean Energy Transfer Equity, L.P. on a stand-alone basis.
OVERVIEW
Energy Transfer Equity, L.P. directly and indirectly owns equity interests in ETP and Sunoco LP, both publicly traded master limited partnerships engaged in diversified energy-related services.
At December 31, 2016, our interests in ETP and Sunoco LP consisted of 100% of the respective general partner interests and IDRs, as well as approximately 2.6 million ETP common units, approximately 81.0 million ETP Class H units and approximately 2.3 million Sunoco LP common units.
We also own 0.1% of the general partner interests of Sunoco Logistics, while ETP owns the remaining general partner interests and IDRs. Additionally, ETE owns 100 ETP Class I Units, the distributions from which offset a portion of IDR subsidies ETE has previously provided to ETP.
The Parent Company’s principal sources of cash flow are derived from its direct and indirect investments in the limited partner and general partner interests in ETP and Sunoco LP, both of which are publicly traded master limited partnerships engaged in diversified energy-related services, and the Partnership’s ownership of Lake Charles LNG. The Parent Company’s primary cash requirements are for distributions to its partners, general and administrative expenses, debt service requirements and at ETE’s election, capital contributions to ETP and Sunoco LP in respect of ETE’s general partner interests in ETP and Sunoco LP. The Parent Company-only assets and liabilities are not available to satisfy the debts and other obligations of subsidiaries.
In order to fully understand the financial condition and results of operations of the Parent Company on a stand-alone basis, we have included discussions of Parent Company matters apart from those of our consolidated group.
General
Our primary objective is to increase the level of our distributable cash flow to our unitholders over time by pursuing a business strategy that is currently focused on growing our subsidiaries’ natural gas and liquids businesses through, among other things, pursuing certain construction and expansion opportunities relating to our subsidiaries’ existing infrastructure and acquiring certain strategic operations and businesses or assets. The actual amounts of cash that we will have available for distribution will primarily depend on the amount of cash our subsidiaries generate from their operations.
Our reportable segments are as follows:
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.
Each of the respective general partners of ETP and Sunoco LP have separate operating management and boards of directors. We control ETP and Sunoco LP through our ownership of their respective general partners.
Recent Developments
ETE January 2017 Private Placement and ETP Unit Purchase
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 15.8 million newly issued ETP common units.
ETP Series A Preferred Units Redemption
In January 2017, ETP repurchased all of its 1.91 million outstanding Series A Preferred Units for cash in the aggregate amount of $53 million.

ETP and Sunoco Logistics Merger
In November 2016, ETP and Sunoco Logistics entered into a merger agreement providing for the acquisition of ETP by Sunoco Logistics in a unit-for-unit transaction. Under the terms of the transaction, ETP unitholders will receive 1.5 common units of Sunoco Logistics for each common unit of ETP they own. Under the terms of the merger agreement, Sunoco Logistics’ general partner will be merged with and into ETP GP, with ETP GP surviving as an indirect wholly-owned subsidiary of ETE. The transaction is expected to close in April 2017.
PennTex Acquisition
On November 1, 2016, ETP acquired certain interests in PennTex from various parties for total consideration of approximately $627 million in ETP units and cash. Through this transaction, ETP acquired a controlling financial interest in PennTex, whose assets complement ETP’s existing midstream footprint in northern Louisiana.
Sunoco Logistics’ Vitol Acquisition
In November 2016, Sunoco Logistics completed an acquisition from Vitol, Inc. (“Vitol”) of an integrated crude oil business in West Texas for $760 million plus working capital. The acquisition provides Sunoco Logistics with an approximately 2 million barrel crude oil terminal in Midland, Texas, a crude oil gathering and mainline pipeline system in the Midland Basin, including a significant acreage dedication from an investment-grade Permian producer, and crude oil inventories related to Vitol's crude oil purchasing and marketing business in West Texas. The acquisition also included the purchase of a 50% interest in SunVit Pipeline LLC ("SunVit"), which increased Sunoco Logistics' overall ownership of SunVit to 100%. The $769 million purchase price, net of cash received, consisted primarily of net working capital of $13 million largely attributable to inventory and receivables; property, plant and equipment of $286 million primarily related to pipeline and terminalling assets; intangible assets of $313 million attributable to customer relationships; and goodwill of $251 million.
Sunoco Logistics’ Permian Express Partners
In February 2017, Sunoco Logistics formed Permian Express Partners LLC ("PEP"), a strategic joint venture, with ExxonMobil Corp. Sunoco Logistics contributed its Permian Express 1, Permian Express 2 and Permian Longview and Louisiana Access pipelines. ExxonMobil Corp. contributed its Longview to Louisiana and Pegasus pipelines; Hawkins gathering system; an idle pipeline in southern Oklahoma; and its Patoka, Illinois terminal. Sunoco Logistics’ ownership percentage is approximately 85%. Upon commencement of operations on the Bakken Pipeline, Sunoco Logistics will contribute its investment in the project, with a corresponding increase in its ownership percentage in PEP. Sunoco Logistics maintains a controlling financial and voting interest in PEP and is the operator of all of the assets. As such, PEP will be reflected as a consolidated subsidiary of Sunoco Logistics. ExxonMobil Corp.’s interest will be reflected as noncontrolling interest in Sunoco Logistics’ consolidated balance sheet.
Bakken Equity Sale
On August 2, 2016, Bakken Holdings Company LLC, an entity in which ETP indirectly owns a 60% membership interest and Sunoco Logistics indirectly owns a 40% membership interest, agreed to sell a 49% interest in its wholly-owned subsidiary, Bakken Pipeline Investments LLC, to MarEn Bakken Company LLC, an entity jointly owned by Marathon Petroleum Corporation and Enbridge Energy Partners, L.P. for $2.00 billion in cash. This transaction closed in February 2017. Bakken Pipeline Investments LLC indirectly owns a 75% interest in each of Dakota Access, LLC (“Dakota Access”) and Energy Transfer Crude Oil Company, LLC (“ETCO”). The remaining 25% of each of Dakota Access and ETCO is owned by wholly-owned subsidiaries of Phillips 66. ETP will continue to consolidate Dakota Access and ETCO subsequent to this transaction. Upon closing, ETP and Sunoco Logistics collectively own a 38.25% interest in the Dakota Access Pipeline and Energy Transfer Crude Oil Pipeline projects (collectively, the "Bakken Pipeline"), and MarEn Bakken Company owns 36.75% and Phillips 66 owns 25.00% in the Bakken Pipeline.
Bakken Financing
In August 2016, ETP, Sunoco Logistics and Phillips 66 announced the completion of the project-level financing of the Bakken Pipeline. The $2.50 billion credit facility is anticipated to provide substantially all of the remaining capital necessary to complete the projects. As of December 31, 2016, $1.10 billion was outstanding under this credit facility.
Bayou Bridge
In April 2016, Bayou Bridge Pipeline, LLC (“Bayou Bridge”), a joint venture among ETP, Sunoco Logistics and Phillips 66 Partners LP, began commercial operations on the 30-inch segment of the pipeline from Nederland, Texas to Lake Charles, Louisiana. ETP and Sunoco Logistics each hold a 30% interest in the entity and Sunoco Logistics is the operator of the system.

Sunoco Retail to Sunoco LP
In March 2016, ETP contributed to Sunoco LP its remaining 68.42% interest in Sunoco, LLC and 100% interest in the legacy Sunoco, Inc. retail business for $2.23 billion. Sunoco LP paid $2.20 billion in cash, including a working capital adjustment and issued 5.7 million Sunoco LP common units to Retail Holdings, a wholly-owned subsidiary of the Partnership. The transaction was effective January 1, 2016. In connection with this transaction, the Partnership deconsolidated the legacy Sunoco, Inc. retail business, including goodwill of $1.29 billion and intangible assets of $294 million. The results of Sunoco, LLC and the legacy Sunoco, Inc. retail business’ operations have not been presented as discontinued operations and Sunoco, Inc.’s retail business assets and liabilities have not been presented as held for sale in the Partnership’s consolidated financial statements.
Results of Operations
We report Segment Adjusted EBITDA as a measure of segment performance. We define Segment Adjusted EBITDA as earnings before interest, taxes, depreciation, depletion, amortization and other non-cash items, such as non-cash compensation expense, gains and losses on disposals of assets, the allowance for equity funds used during construction, unrealized gains and losses on commodity risk management activities, non-cash impairment charges, losses on extinguishments of debt and other non-operating income or expense items. Unrealized gains and losses on commodity risk management activities include unrealized gains and losses on commodity derivatives and inventory fair value adjustments (excluding lower of cost or market adjustments). Segment Adjusted EBITDA reflects amounts for unconsolidated affiliates based on the Partnership’s proportionate ownership.
When presented on a consolidated basis, Adjusted EBITDA is a non-GAAP measure. Although we include Segment Adjusted EBITDA in this report, we have not included an analysis of the consolidated measure, Adjusted EBITDA. We have included a total of Segment Adjusted EBITDA for all segments, which is reconciled to the GAAP measure of net income in the consolidated results sections that follow.
Based on the following changes in our reportable segments, we have adjusted the presentation of our segment results for the prior years to be consistent with the current year presentation. We previously presented reportable segments for our investments in ETP and Regency. ETP completed its acquisition of Regency in April 2015; therefore, the Investment in ETP segment amounts have been retrospectively adjusted to reflect ETP’s consolidation of Regency for the periods presented. The Investment in Regency is no longer presented as a separate reportable segment.
The Investment in Sunoco LP segment reflects the results of Sunoco LP beginning August 29, 2014, the date that ETP originally obtained control of Sunoco LP. ETE’s consolidated results reflect the elimination of 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. In addition, subsequent to July 2015, ETP holds an equity method investment in Sunoco, LLC (through December 2015) and a continuing investment in Sunoco LP, the equity in earnings from which are also eliminated in ETE’s consolidated financial statements.

Year Ended December 31, 2016 Compared to the Year Ended December 31, 2015
Consolidated Results
 Years Ended December 31,  
 2016 2015 Change
Segment Adjusted EBITDA:     
Investment in ETP$5,605
 $5,714
 $(109)
Investment in Sunoco LP665
 719
 (54)
Investment in Lake Charles LNG179
 196
 (17)
Corporate and other(170) (104) (66)
Adjustments and eliminations(272) (590) 318
Total6,007
 5,935
 72
Depreciation, depletion and amortization(2,359) (2,079) (280)
Interest expense, net of interest capitalized(1,832) (1,643) (189)
Gains on acquisitions83
 
 83
Impairment losses(1,487) (339) (1,148)
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 adjustments273
 (249) 522
Losses on extinguishments of debt
 (43) 43
Impairment of investment in affiliate(308) 
 (308)
Adjusted EBITDA related to unconsolidated affiliates(675) (713) 38
Equity in earnings of unconsolidated affiliates270
 276
 (6)
Other, net70
 22
 48
Income before income tax benefit(176) 993
 (1,169)
Income tax benefit(217) (100) (117)
Net income$41
 $1,093
 $(1,052)
See the detailed discussion of Segment Adjusted EBITDA in the Segment Operating Results section below.
Depreciation, Depletion and Amortization. Depreciation, depletion and amortization increased primarily due to additional depreciation and amortization from assets recently placed in service.
Interest Expense, Net of Interest Capitalized. Interest expense increased primarily due to the following:
an increase of $101 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.
Impairment Losses. In 2016, ETP recorded goodwill impairments of $638 million related to its interstate transportation and storage operations and $32 million related to its midstream operations. These goodwill impairments were primarily due to decreases in projected future revenues and cash flows driven by declines in commodity prices and changes in the markets that these assets serve. Sunoco LP recognized goodwill impairments of $642 million primarily due to changes in assumptions related to projected future revenues and cash flows from the dates the goodwill was originally recorded. In addition, impairment losses for 2016 also include a $133 million impairment to property, plant and equipment in ETP’s interstate transportation and storage operations due to a decrease in projected future cash flows as well as a $10 million impairment to property, plant and equipment in ETP’s midstream

operations. In 2016, Sunoco LP recorded intangible asset impairment losses of $32 million related to Laredo Taco Company trade name primarily due to decreases in projected future revenues and cash flows from the date the intangible asset was originally recorded. In 2015, ETP recorded impairments of (i) $99 million related to Transwestern due primarily to the market declines in current and expected future commodity prices in the fourth quarter of 2015, (ii) $106 million related to Lone Star Refinery Services due primarily to changes in assumptions related to potential future revenues as well as the market declines in current and expected future commodity prices, (iii) $110 million of fixed asset impairments related to Lone Star NGL Refinery Services primarily due to the economic obsolescence identified as a result of low utilization and expected decrease in future cash flows, and (iv) $24 million of intangible asset impairments related to Lone Star NGL Refinery Services primarily due to the economic obsolescence identified as a result of expected decrease in future cash flows.
Gains on acquisitions. The Partnership recorded gains of $83 million in connection with recent acquisitions during 2016, including $41 million related to Sunoco Logistics’ acquisition of the remaining interest in SunVit.
Losses on Interest Rate Derivatives. Our interest rate derivatives are not designated as hedges for accounting purposes; therefore, changes in fair value are recorded in earnings each period. Losses on interest rate derivatives during the year ended December 31, 2016 and 2015 resulted from decreases in forward interest rates, which caused our forward-starting swaps to decrease in value.
Unrealized Losses on Commodity Risk Management Activities. See discussion of the unrealized gains (losses) on commodity risk management activities included in the discussion of segment results below.
Inventory Valuation Adjustments. Inventory valuation reserve adjustments were recorded for the inventory associated with Sunoco LP and Sunoco Logistics as a result of commodity price changes between periods.
Adjusted EBITDA Related to Unconsolidated Affiliates and Equity in Earnings of Unconsolidated Affiliates. See additional information in “Supplemental Information on Unconsolidated Affiliates” and “Segment Operation Results” below.
Impairment of Investment in an Unconsolidated Affiliate. In 2016, the Partnership impaired its investment in MEP and recorded a non-cash impairment loss of $308 million based on commercial discussions with current and potential shippers on MEP regarding the outlook for long-term transportation contract rates.
Other, net. Other, net in 2016 and 2015 primarily includes amortization of regulatory assets and other income and expense amounts.
Income Tax Benefit. For the years ended December 31, 2016 and 2015, the Partnership recorded an income tax benefit due to pre-tax losses at its corporate subsidiaries. The year ended December 31, 2015 also reflected a benefit of $24 million of net state tax benefit attributable to statutory state rate changes resulting from the Regency Merger and sale of Susser to Sunoco LP, as well as a favorable impact of $11 million due to a reduction in the statutory Texas franchise tax rate which was enacted by the Texas legislature during the second quarter of 2015.
Segment Operating Results
Investment in ETP
 Years Ended December 31,  
 2016 2015 Change
Revenues$21,827
 $34,292
 $(12,465)
Cost of products sold15,394
 27,029
 (11,635)
Gross margin6,433
 7,263
 (830)
Unrealized losses on commodity risk management activities131
 65
 66
Operating expenses, excluding non-cash compensation expense(1,485) (2,265) 780
Selling, general and administrative expenses, excluding non-cash compensation expense(351) (468) 117
Inventory valuation adjustments(170) 104
 (274)
Adjusted EBITDA related to unconsolidated affiliates946
 937
 9
Other, net101
 78
 23
Segment Adjusted EBITDA$5,605
 $5,714
 $(109)

Segment Adjusted EBITDA. For the year ended December 31, 2016 compared to the prior year, Segment Adjusted EBITDA related to the Investment in ETP decreased primarily as a result of the following:
a decrease of $341 million in ETP’s all other operations caused by deconsolidation of the retail marketing operations as a result of the dropdown from ETP to Sunoco LP;
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 $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; partially offset by
an increase of $224 million in ETP’s liquids transportation and services operations caused by an increase of 125,000 Bbls/d on our NGL pipelines, higher NGL volumes from the major producing regions including the Permian, North Texas, and Southeast Texas, the crude transportation pipeline in the Eagle Ford region transported approximately 41,000 Bbls/d, and the crude pipeline originating in Nederland and delivering into Lake Charles, also began transporting volumes in April 2016, and transported approximately 50,000 Bbls/d. Average daily fractionated volumes increased approximately 125,000 Bbls/d for the year ended December 31, 2016 compared to the prior year primarily due to the ramp-up of the third 100,000 Bbls/d fractionator at Mont Belvieu, Texas, which was commissioned in late December 2015, as well as increased producer volumes as mentioned above. Additionally, ETP placed its fourth fractionator in-service in November 2016, providing an additional 18,000 Bbls/d of throughput volume for the year;
an increase of $80 million from ETP’s investment in Sunoco Logistics, primarily due to an increase of $65 million as a result of Sunoco Logistics’ improved refined products operations and higher volumes on Sunoco Logistics’ Allegheny Access pipeline, an increase of $31 million from Sunoco Logistics’ crude oil operations which benefited from the expansion capital projects commenced operations in 2016 and 2015 as well as the fourth quarter 2016 acquisition from Vitol, offset by a decrease of $16 million from Sunoco Logistics’ NGLs operations, primarily attributable to lower volumes and margins compared to the prior year; and
an increase of $70 million from ETP’s intrastate transportation and storage operations, caused by an increase of $20 million in gross margin related to higher storage margin and higher natural gas sales as well as increases in unrealized losses on commodity risk management activities of $45 million.
Unrealized Losses on Commodity Risk Management Activities. Unrealized losses on commodity risk management activities primarily reflected the net impact from unrealized gains and losses on natural gas storage and non-storage derivatives, as well as fair value adjustments to inventory. The change in unrealized gains and losses on commodity risk management activities for 2016 compared to 2015 was primarily attributable to natural gas storage inventory and related derivatives.
Operating Expenses, Excluding Non-Cash Compensation Expense. Operating expenses related to ETP’s all other operations decreased by $817 million primarily as a result of the transfer and contribution of ETP’s retail marketing assets to Sunoco LP.
Selling, General and Administrative Expenses, Excluding Non-Cash Compensation Expense. Selling, general and administrative expenses related to ETP’s all other operations decreased by $168 million primarily resulting from lower transaction-related expenses.

Adjusted EBITDA Related to Unconsolidated Affiliates. ETP’s Adjusted EBITDA related to unconsolidated affiliates for the years ended December 31, 2016 and 2015 consisted of the following:
 Years Ended December 31,  
 2016 2015 Change
Citrus$329
 $315
 $14
FEP75
 75
 
PES10
 86
 (76)
MEP90
 96
 (6)
HPC61
 61
 
Sunoco, LLC
 91
 (91)
Sunoco LP271
 137
 134
Other110
 76
 34
Total Adjusted EBITDA related to unconsolidated affiliates$946
 $937
 $9
These amounts represent ETP’s proportionate share of the Adjusted EBITDA of its unconsolidated affiliates and are based on ETP’s equity in earnings or losses of its unconsolidated affiliates adjusted for its proportionate share of the unconsolidated affiliates’ interest, depreciation, amortization, non-cash items and taxes.
Investment in Sunoco LP
 Years Ended December 31,  
 2016 2015 Change
Revenues$15,698
 $18,460
 $(2,762)
Cost of products sold13,479
 16,476
 (2,997)
Gross margin2,219
 1,984
 235
Unrealized losses on commodity risk management activities5
 2
 3
Operating expenses, excluding non-cash compensation expense(1,199) (1,155) (44)
Selling, general and administrative, excluding non-cash compensation expense(256) (209) (47)
Inventory fair value adjustments(104) 98
 (202)
Other, net
 (1) 1
Segment Adjusted EBITDA$665
 $719
 $(54)
The Investment in Sunoco LP segment reflects the results of Sunoco LP beginning August 29, 2014, the date that ETP originally obtained control of Sunoco LP. Sunoco LP obtained control of MACS in October 2014, Sunoco, LLC in April 2015, Susser in July 2015, and Sunoco Retail LLC in March 2016. Because these entities were under common control, Sunoco LP recast its financial statements to retrospectively consolidate each of the entities beginning September 1, 2014. The segment results above are presented on the same basis as Sunoco LP’s standalone financial statements; therefore, the segment results above also include MACS, Sunoco, LLC, Susser and Sunoco Retail LLC beginning September 1, 2014. MACS, Sunoco, LLC, Susser and Sunoco Retail LLC were also consolidated by ETP until October 2014, April 2015, July 2015 and March 2016, respectively; therefore, the results from those entities are reflected in both the Investment in ETP and the Investment in Sunoco LP segments for the respective periods in 2014 and 2015. ETE’s consolidated results reflect the elimination of 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. In addition, subsequent to July 2015, ETP holds an equity method investment in Sunoco, LLC (through December 2015) and a continuing investment in Sunoco LP, the equity in earnings from which are also eliminated in ETE’s consolidated financial statements.
Segment Adjusted EBITDA. For the year ended December 31, 2016 compared to the prior year, Segment Adjusted EBITDA related to the Investment in Sunoco LP decreased primarily as a result of the following:
a change of $202 million in the fair value adjustment to inventory resulting from changes in fuels prices during the year ended December 31, 2016;

an increase of $44 million in other operating expenses caused by expansion of Sunoco LP’s retail business which has expanded through third-party acquisitions as well as through the construction of new-to-industry sites, resulting in a $30 million increase in personnel expense and a $24 million increase of maintenance, property tax, advertising and licenses and permits, slightly offset by lower dealer incentives; and
an increase of $47 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 $235 million in gross margin primarily caused by an increase in wholesale motor fuel gross profit of $206 million due to a 28.9%, or $0.55, decrease in the cost per wholesale motor fuel gallon, an increase in merchandise gross profit of $36 million due to the increase in the number of retail sites, and an increase in rental and other gross profit of $17 million due to increased other retail income, offset by a decrease in the gross profit on retail motor fuel of $24 million due to an 11.8%, or $0.28, decrease in the price per retail motor fuel gallon.
Investment in Lake Charles LNG
 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)
Lake Charles LNG derives all of its revenue from a contract with a non-affiliated gas marketer.

Year Ended December 31, 2015 Compared to the Year Ended December 31, 2014
Consolidated Results
 Years Ended December 31,  
 2015 2014 Change
Segment Adjusted EBITDA:     
Investment in ETP$5,714
 $5,710
 $4
Investment in Sunoco LP719
 332
 387
Investment in Lake Charles LNG196
 195
 1
Corporate and other(104) (97) (7)
Adjustments and eliminations(590) (300) (290)
Total5,935
 5,840
 95
Depreciation, depletion and amortization(2,079) (1,724) (355)
Interest expense, net of interest capitalized(1,643) (1,369) (274)
Gain on sale of AmeriGas common units
 177
 (177)
Impairment losses(339) (370) 31
Losses on interest rate derivatives(18) (157) 139
Non-cash compensation expense(91) (82) (9)
Unrealized gains (losses) on commodity risk management activities(65) 116
 (181)
Inventory valuation adjustments(249) (473) 224
Losses on extinguishments of debt(43) (25) (18)
Adjusted EBITDA related to discontinued operations
 (27) 27
Adjusted EBITDA related to unconsolidated affiliates(713) (748) 35
Equity in earnings of unconsolidated affiliates276
 332
 (56)
Other, net22
 (73) 95
Income from continuing operations before income tax expense993
 1,417
 (424)
Income tax expense (benefit) from continuing operations(100) 357
 (457)
Income from continuing operations1,093
 1,060
 33
Income from discontinued operations
 64
 (64)
Net income$1,093
 $1,124
 $(31)
See the detailed discussion of Segment Adjusted EBITDA in the Segment Operating Results section below.
Depreciation, Depletion and Amortization. Depreciation, depletion and amortization increased primarily as a result of acquisitions and growth projects, including an increase of $260 million primarily due to assets recently placed in service and recent acquisitions from ETP, and an increase of $141 million primarily due to a full year of Sunoco LP depreciation expense in 2015 as well as recent acquisitions.
Interest Expense, Net of Interest Capitalized. Interest expense increased primarily due to the following:
an increase of $126 million related to ETP primarily due to ETP’s issuance of senior notes.
an increase of $59 million of expense recognized by Sunoco LP primarily due to the recognition of a partial period in 2014.
an increase of $89 million of expense recognized by the Parent Company primarily related to recent issuances of senior notes.
Gain on Sale of AmeriGas Common Units. During the year ended December 31, 2014, ETP sold 18.9 million of the AmeriGas common units that were originally received in connection with the contribution of its propane business to AmeriGas in January 2012. ETP recorded a gain based on the sale proceeds in excess of the carrying amount of the units sold. As of December 31, 2015, ETP’s remaining interest in AmeriGas common units consisted of 3.1 million units held by a wholly-owned captive insurance company.

Impairment Losses. In 2015, ETP recorded goodwill impairments of (i) $99 million related to Transwestern due primarily to the market declines in current and expected future commodity prices in the fourth quarter of 2015, (ii) $106 million related to Lone Star Refinery Services due primarily to changes in assumptions related to potential future revenues as well as the market declines in current and expected future commodity prices, (iii) $110 million of fixed asset impairments related to Lone Star NGL Refinery Services primarily due to the economic obsolescence identified as a result of low utilization and expected decrease in future cash flows, and (iv) $24 million of intangible asset impairments related to Lone Star NGL Refinery Services primarily due to the economic obsolescence identified as a result of expected decrease in future cash flows. In 2014, a $370 million goodwill impairment was recorded at ETP related to the Permian Basin gathering and processing operations. The decline in estimated fair value of that reporting unit was primarily driven by a significant decline in commodity prices in the fourth quarter of 2014, and the resulting impact to future commodity prices as well as increases in future estimated operations and maintenance expenses.
Losses on Interest Rate Derivatives. Our interest rate derivatives are not designated as hedges for accounting purposes; therefore, changes in fair value are recorded in earnings each period. Losses on interest rate derivatives during the year ended December 31, 2015 and 2014 resulted from decreases in forward interest rates, which caused our forward-starting swaps to decrease in value.
Unrealized Gains (Losses) on Commodity Risk Management Activities. See discussion of the unrealized gains (losses) on commodity risk management activities included in the discussion of segment results below.
Inventory Valuation Adjustments. Inventory valuation reserve adjustments were recorded for the inventory associated with Sunoco LP, Sunoco Logistics and ETP’s retail marketing operations as a result of commodity price changes between periods.
Adjusted EBITDA Related to Discontinued Operations. In 2014, amounts were related to a marketing business that was sold effective April 1, 2014.
Adjusted EBITDA Related to Unconsolidated Affiliates and Equity in Earnings of Unconsolidated Affiliates. See additional information in “Supplemental Information on Unconsolidated Affiliates” and “Segment Operation Results” below.
Other, net. Other, net in 2015 and 2014 primarily includes amortization of regulatory assets and other income and expense amounts.
Income Tax Expense (Benefit) from Continuing Operations. Income tax expense is based on the earnings of our taxable subsidiaries. For the year ended December 31, 2015, the Partnership’s income tax expense decreased from the prior year primarily due to lower earnings among the Partnership’s consolidated corporate subsidiaries. The year ended December 31, 2015 also reflected a benefit of $24 million of net state tax benefit attributable to statutory state rate changes resulting from the Regency Merger and sale of Susser to Sunoco LP, as well as a favorable impact of $11 million due to a reduction in the statutory Texas franchise tax rate which was enacted by the Texas legislature during the second quarter of 2015. For the year ended December 31, 2014, the Partnership’s income tax expense from continuing operations included unfavorable income tax adjustments of $87 million related to the Lake Charles LNG Transaction, which was treated as a sale for tax purposes.
Segment Operating Results
Investment in ETP
 Years Ended December 31,  
 2015 2014 Change
Revenues$34,292
 $55,475
 $(21,183)
Cost of products sold27,029
 48,414
 (21,385)
Gross margin7,263
 7,061
 202
Unrealized (gains) losses on commodity risk management activities65
 (112) 177
Operating expenses, excluding non-cash compensation expense(2,265) (2,065) (200)
Selling, general and administrative expenses, excluding non-cash compensation expense(468) (508) 40
Inventory valuation adjustments104
 473
 (369)
Adjusted EBITDA related to discontinued operations
 27
 (27)
Adjusted EBITDA related to unconsolidated affiliates937
 748
 189
Other, net78
 86
 (8)
Segment Adjusted EBITDA$5,714
 $5,710
 $4

Segment Adjusted EBITDA. For the year ended December 31, 2015 compared to the prior year, Segment Adjusted EBITDA related to the Investment in ETP increased primarily as a result of the following:
an increase of $182 million from Sunoco Logistics due to:
an increase of $130 million from Sunoco Logistics’ NGL operations, primarily due to improved results from Sunoco Logistics’ NGL acquisition and marketing activities of $103 million, higher contributions from Sunoco Logistics’ NGL pipelines of $36 million, and an increase from NGLs terminalling activities at Sunoco Logistics’ Marcus Hook Industrial Complex of $8 million;
an increase of $65 million from Sunoco Logistics’ refined products pipelines, primarily attributable to higher results from the refined products pipelines driven by the commencement of operations on the Allegheny Access project in 2015; offset by
a decrease of $13 million from Sunoco Logistics’ crude oil operations, primarily attributable to lower results from Sunoco Logistics’ crude oil acquisition and marketing activities driven by reduced margins which were negatively impacted by contracted crude differential compared to the prior period; and
an increase of $153 million in ETP’s liquids transportation and services operations, primarily attributable to higher volumes transported out of West Texas and the Eagle Ford region, as well as increased processing and fractionation margin of $50 million due to the ramp-up of Lone Star’s second 100,000 Bbls/d fractionator at Mont Belvieu, Texas, and the additional volumes from producers in the West Texas and Eagle Ford regions. Additionally, the commissioning of the of the Mariner South LPG export project during February 2015 contributed an additional $50 million for the twelve months ended December 31, 2015. This was partially offset by a $17 million decrease in margin associated with the off-gas fractionator in Geismar, Louisiana, as NGL and olefin market prices decreased significantly for the comparable period.
These increases were partially offset by the following:
a decrease of $148 million in ETP’s retail marketing operations, caused by decreases of $124 million due to the deconsolidation of Sunoco LP as a result of the sale of Sunoco LP’s general partner interest to ETE, $121 million due to unfavorable fuel margins, and $9 million due to unfavorable volumes in the retail and wholesale channels, partially offset by favorable impact of $112 million from the acquisition of Susser in August 2014 and $43 million from other recent acquisitions;
a decrease of $81 million in ETP’s midstream operations, primarily due to a decrease of $88 million in non-fee based margins for natural gas and a $200 million decrease in non-fee based margins for crude oil and NGL due to lower natural gas prices and lower crude oil and NGL prices as well as an increase of $135 million in operating expenses primarily due to assets recently placed in service, including Rebel system in West Texas and King Ranch system in South Texas as well as the acquisition of Eagle Rock midstream assets in July 2014, partially offset by an increase of $120 million in fee-based margin from the acquisitions of the Eagle Rock, PVR, and King Ranch midstream assets;
a decrease of $57 million in ETP’s interstate transportation and storage operations, primarily due to lower revenues of $47 million as a result of higher basis differentials in 2014 driven by colder weather, lower revenues of $22 million and $7 million due to the expiration of a transportation rate schedule and lower sales of gas due to lower prices, respectively, on the Transwestern pipeline, and $15 million due to a managed contract roll off to facilitate the transfer of a line from Trunkline to an affiliate for its conversion from natural gas to crude oil service. These decreases were partially offset by sales of capacity at higher rates of $13 million on the Panhandle and Transwestern pipelines, as well as higher usage rates and volumes on the Transwestern pipeline;
a decrease of $16 million in ETP’s intrastate transportation and storage operations, primarily due to a decrease of $17 million in storage margin;
a decrease in Adjusted EBITDA related to discontinued operations of $27 million related to a marketing business that was sold effective April 1, 2014; and
a decrease of $29 million in ETP’s other operations due to a decrease of $56 million related to its investment in AmeriGas common units due to the sale of AmeriGas common units in 2014.
Unrealized Gains and Losses on Commodity Risk Management Activities. Unrealized gains on commodity risk management activities primarily reflected the net impact from unrealized gains and losses on natural gas storage and non-storage derivatives, as well as fair value adjustments to inventory. The change in unrealized gains and losses on commodity risk management activities for 2015 compared to 2014 was primarily attributable to natural gas storage inventory and related derivatives.

Operating Expenses, Excluding Non-Cash Compensation Expense. Operating expenses related to ETP’s retail marketing operations increased $69 million, primarily due to recent acquisitions. Operating expenses related to ETP’s midstream operations increased $135 million primarily due to a primarily due to assets recently placed in service, including Rebel system in West Texas and King Ranch system in South Texas, as well as the acquisition of Eagle Rock midstream assets in July 2014. Operating expenses also increased $24 million for ETP’s liquids transportation and services operations, primarily due to a higher employee expenses, ad valorem taxes, utilities expense, project costs and materials and supplies expense.
Selling, General and Administrative Expenses, Excluding Non-Cash Compensation Expense. Selling, general and administrative expenses related to ETP’s investment in Sunoco Logistics operations decreased $15 million, expenses related to ETP’s interstate transportation and storage operations decreased by $10 million, and expenses related to ETP’s midstream operations decreased $10 million.
Adjusted EBITDA Related to Discontinued Operations. In 2014, amounts were related to a marketing business that was sold effective April 1, 2014.
Adjusted EBITDA Related to Unconsolidated Affiliates. ETP’s Adjusted EBITDA related to unconsolidated affiliates for the years ended December 31, 2015 and 2014 consisted of the following:
 Years Ended December 31,  
 2015 2014 Change
Citrus$315
 $305
 $10
FEP75
 75
 
PES86
 86
 
MEP96
 102
 (6)
HPC61
 53
 8
AmeriGas
 56
 (56)
Sunoco, LLC91
 
 91
Sunoco LP137
 
 137
Other76
 71
 5
Total Adjusted EBITDA related to unconsolidated affiliates$937
 $748
 $189
These amounts represent ETP’s proportionate share of the Adjusted EBITDA of its unconsolidated affiliates and are based on ETP’s equity in earnings or losses of its unconsolidated affiliates adjusted for its proportionate share of the unconsolidated affiliates’ interest, depreciation, amortization, non-cash items and taxes.
Investment in Sunoco LP
 Years Ended December 31,  
 2015 2014 Change
Revenues$18,460
 $7,343
 $11,117
Cost of products sold16,476
 6,767
 9,709
Gross margin1,984
 576
 1,408
Unrealized losses (gains) on commodity risk management activities2
 (1) 3
Operating expenses, excluding non-cash compensation expense(1,155) (361) (794)
Selling, general and administrative, excluding non-cash compensation expense(209) (86) (123)
Inventory fair value adjustments98
 205
 (107)
Other, net(1) (1) 
Segment Adjusted EBITDA$719
 $332
 $387
The Investment in Sunoco LP segment reflects the results of Sunoco LP beginning August 29, 2014, the date that ETP originally obtained control of Sunoco LP. Sunoco LP obtained control of MACS in October 2014, Sunoco, LLC in April 2015, Susser in July 2015, and Sunoco Retail LLC in March 2016. Because these entities were under common control, Sunoco LP recast its financial statements to retrospectively consolidate each of the entities beginning September 1, 2014. The segment results above

are presented on the same basis as Sunoco LP’s standalone financial statements; therefore, the segment results above also include MACS, Sunoco, LLC, Susser and Sunoco Retail LLC beginning September 1, 2014. MACS, Sunoco, LLC, Susser and Sunoco Retail LLC were also consolidated by ETP until October 2014, April 2015, July 2015 and March 2016, respectively; therefore, the results from those entities are reflected in both the Investment in ETP and the Investment in Sunoco LP segments for the respective periods in 2014 and 2015. ETE’s consolidated results reflect the elimination of 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. In addition, subsequent to July 2015, ETP holds an equity method investment in Sunoco, LLC (through December 2015) and a continuing investment in Sunoco LP, the equity in earnings from which are also eliminated in ETE’s consolidated financial statements.
Segment Adjusted EBITDA. The increase in Segment Adjusted EBITDA for the year ended December 31, 2015 is primarily due to the presentation of only a partial period of results for Sunoco LP in 2014, as discussed above.
Investment in Lake Charles LNG
 Years Ended December 31,  
 2015 2014 Change
Revenues$216
 $216
 $
Operating expenses, excluding non-cash compensation expense(17) (17) 
Selling, general and administrative, excluding non-cash compensation expense(3) (4) 1
Segment Adjusted EBITDA$196
 $195
 $1
Lake Charles LNG derives all of its revenue from a contract with a non-affiliated gas marketer.
LIQUIDITY AND CAPITAL RESOURCES
Overview
Parent Company Only
The Parent Company’s principal sources of cash flow are derived from its direct and indirect investments in the limited partner and general partner interests in ETP and Sunoco LP and cash flows from the operations of Lake Charles LNG. The amount of cash that ETP and Sunoco LP distribute to their respective partners, including the Parent Company, each quarter is based on earnings from their respective business activities and the amount of available cash, as discussed below. In connection with previous transactions, we have relinquished a portion of our incentive distributions to be received from ETP and Sunoco LP, see additional discussion under “Cash Distributions.”
The Parent Company’s primary cash requirements are for general and administrative expenses, debt service requirements and distributions to its partners. The Parent Company currently expects to fund its short-term needs for such items with cash flows from its direct and indirect investments in ETP, Sunoco LP and Lake Charles LNG. The Parent Company distributes its available cash remaining after satisfaction of the aforementioned cash requirements to its Unitholders on a quarterly basis.
The Parent Company expects ETP, Sunoco LP and Lake Charles LNG and their respective subsidiaries to utilize their resources, along with cash from their operations, to fund their announced growth capital expenditures and working capital needs; however, the Parent Company may issue debt or equity securities from time to time, as it deems prudent to provide liquidity for new capital projects of its subsidiaries or for other partnership purposes.

ETP
ETP’s ability to satisfy its obligations and pay distributions to its Unitholders will depend on its future performance, which will be subject to prevailing economic, financial, business and weather conditions, and other factors, many of which are beyond the control of ETP’s management.
ETP currently expects capital expenditures in 2017 to be within the following ranges:
 Growth Maintenance
 Low High Low High
Direct(1):
       
Intrastate transportation and storage$30
 $40
 $20
 $25
Interstate transportation and storage(2)
1,750
 1,790
 100
 110
Midstream935
 985
 120
 130
Liquids transportation and services:       
NGL370
 390
 20
 25
Crude(2)
200
 230
 
 5
All other (including eliminations)70
 80
 65
 70
Total direct capital expenditures3,355
 3,515
 325
 365
        Less: Project level non-recourse financing(600) (600) 
 
Partnership level capital funding$2,755
 $2,915
 $325
 $365
(1)
Direct capital expenditures exclude those funded by ETP’s publicly-traded subsidiary.
(2)
Includes capital expenditures related to our proportionate ownership of the Bakken, Rover and Bayou Bridge pipeline projects.
The assets used in ETP’s natural gas and liquids operations, including pipelines, gathering systems and related facilities, are generally long-lived assets and do not require significant maintenance capital expenditures. Accordingly, ETP does not have any significant financial commitments for maintenance capital expenditures in its businesses. From time to time it experiences increases in pipe costs due to a number of reasons, including but not limited to, delays from steel mills, limited selection of mills capable of producing large diameter pipe in a timely manner, higher steel prices and other factors beyond ETP’s control. However, ETP includes these factors in its anticipated growth capital expenditures for each year.
ETP generally funds its maintenance capital expenditures and distributions with cash flows from operating activities. ETP generally funds growth capital expenditures with proceeds from borrowings under credit facilities, long-term debt, the issuance of additional Common Units or a combination thereof.
As of December 31, 2016, in addition to $360 million of cash on hand, ETP had available capacity under its revolving credit facilities of $813 million. Based on ETP’s current estimates, it expects to utilize capacity under the ETP Credit Facility, along with cash from operations, to fund its announced growth capital expenditures and working capital needs through the end of 2017; however, ETP may issue debt or equity securities prior to that time as it deems prudent to provide liquidity for new capital projects, to maintain investment grade credit metrics or other partnership purposes.
In August 2016, ETP, Sunoco Logistics and Phillips 66 announced the completion of the project-level financing of the Dakota Access Pipeline and Energy Transfer Crude Oil Pipeline projects (collectively, the “Bakken Pipeline”). The $2.50 billion credit facility is anticipated to provide substantially all of the remaining capital necessary to complete the projects.
Sunoco Logistics’ primary sources of liquidity consist of cash generated from operating activities and borrowings under its $2.50 billion credit facility and $1.0 billion credit facility. At December 31, 2016, Sunoco Logistics had available borrowing capacity of $1.58 billion under its revolving credit facilities. Sunoco Logistics periodically supplements its cash flows from operations with proceeds from debt and equity financing activities.
Sunoco LP
Sunoco LP’s primary sources of liquidity consist of cash generated from operating activities, borrowings under its $1.50 billion credit facility and the issuance of additional long-term debt or partnership units as appropriate given market conditions. At December 31, 2016, Sunoco LP had available borrowing capacity of $469 million under its revolving credit facility and $119 million of cash and cash equivalents on hand.

In 2017, Sunoco LP expects to invest approximately $200 million in growth capital expenditures and approximately $90 million on maintenance capital expenditures. Sunoco LP may revise the timing of these expenditures as necessary to adapt to economic conditions.
Cash Flows
Our cash flows may change in the future due to a number of factors, some of which we cannot control. These factors include regulatory changes, the price of our subsidiaries’ products and services, the demand for such products and services, margin requirements resulting from significant changes in commodity prices, operational risks, the successful integration of our acquisitions, and other factors.
Operating Activities
Changes in cash flows from operating activities between periods primarily result from changes in earnings (as discussed in “Results of Operations” above), excluding the impacts of non-cash items and changes in operating assets and liabilities. Non-cash items include recurring non-cash expenses, such as depreciation, depletion and amortization expense and non-cash compensation expense. The increase in depreciation, depletion and amortization expense during the periods presented primarily resulted from construction and acquisition of assets, while changes in non-cash unit-based compensation expense resulted from changes in the number of units granted and changes in the grant date fair value estimated for such grants. Cash flows from operating activities also differ from earnings as a result of non-cash charges that may not be recurring, such as impairment charges and allowance for equity funds used during construction. The allowance for equity funds used during construction increases in periods when ETP has a significant amount of interstate pipeline construction in progress. Changes in operating assets and liabilities between periods result from factors such as the changes in the value of price risk management assets and liabilities, timing of accounts receivable collection, payments on accounts payable, the timing of purchases and sales of inventories, and the timing of advances and deposits received from customers.
Following is a summary of operating activities by period:
Year Ended December 31, 2016
Cash provided by operating activities in 2016 was $3.42 billion and net income was $41 million. The difference between net income and cash provided by operating activities in 2016 primarily consisted of net non-cash items totaling $3.17 billion and changes in operating assets and liabilities of $61 million. The non-cash activity in 2016 consisted primarily of depreciation, depletion and amortization of $2.36 billion, impairment losses of $1.80 billion, deferred income tax benefit of $201 million, inventory valuation adjustments of $273 million and non-cash compensation expense of $70 million.
Year Ended December 31, 2015
Cash provided by operating activities in 2015 was $3.07 billion and net income was $1.09 billion. The difference between net income and cash provided by operating activities in 2015 primarily consisted of net non-cash items totaling $2.73 billion and changes in operating assets except $3and liabilities of $1.16 billion. The non-cash activity in 2015 consisted primarily of depreciation, depletion and amortization of $2.08 billion, impairment losses of $339 million, attributabledeferred income tax expense of $242 million, inventory valuation adjustments of 249 million, losses on extinguishments of debt of $43 million and non-cash compensation expense of $91 million.
Year Ended December 31, 2014
Cash provided by operating activities in 2014 was $3.18 billion and net income was $1.12 billion. The difference between net income and cash provided by operating activities in 2014 consisted of net non-cash items totaling $1.99 billion and changes in operating assets and liabilities of $231 million. The non-cash activity in 2014 consisted primarily of depreciation, depletion and amortization of $1.72 billion, impairment losses of $370 million, inventory valuation adjustments of $473 million, losses on extinguishments of debt of $25 million and non-cash compensation expense of $82 million, partially offset by the gain on the sale of AmeriGas common units of $177 million and a deferred income tax benefit of $50 million.
Investing Activities
Cash flows from investing activities primarily consist of cash amounts paid for acquisitions, capital expenditures, and cash contributions to stateour joint ventures. Changes in capital expenditures between periods primarily result from increases or decreases in growth capital expenditures to fund their respective construction and federal NOL benefits expire before 2032 as more fully described below. The state NOL carryforward benefitsexpansion projects.

Following is a summary of $101investing activities by period:
Year Ended December 31, 2016
Cash used in investing activities in 2016 of $9.47 billion was comprised primarily of capital expenditures of $8.09 billion (excluding the allowance for equity funds used during construction and net of contributions in aid of construction costs). ETP invested $5.44 billion for growth capital expenditures and $368 million (netfor maintenance capital expenditures during 2016. We paid net cash for acquisitions of federal benefit) begin to expire$1.57 billion, including the acquisition of a noncontrolling interest.
Year Ended December 31, 2015
Cash used in 2013 withinvesting activities in 2015 of $10.09 billion was comprised primarily of capital expenditures of $9.31 billion (excluding the allowance for equity funds used during construction and net of contributions in aid of construction costs). ETP invested $7.68 billion for growth capital expenditures and $485 million for maintenance capital expenditures during 2015. We paid net cash for acquisitions of $900 million, including the acquisition of a substantial portion expiring between 2029noncontrolling interest.
Year Ended December 31, 2014
Cash used in investing activities in 2014 of $6.80 billion was comprised primarily of capital expenditures of $5.34 billion (excluding the allowance for equity funds used during construction and 2032. The federal NOLsnet of $216contributions in aid of construction costs). ETP invested $5.05 billion for growth capital expenditures and $444 million ($76for maintenance capital expenditures during 2014. Regency invested $1.20 billion for growth capital expenditures and $98 million for maintenance capital expenditures during 2014. We paid cash for acquisitions of $2.37 billion and received $814 million in benefits) will expirecash received from the sale of AmeriGas common units.
Financing Activities
Changes in 2032, whilecash flows from financing activities between periods primarily result from changes in the $40 millionlevels of borrowings and equity issuances, which are primarily used to fund acquisitions and growth capital expenditures. Distributions increase between the federal tax alternative minimum tax credit carryforwards have no expiration date. We have determined thatperiods based on increases in the number of common units outstanding or increases in the distribution rate.
Following is a valuation allowance totaling $74 million (netsummary of federal income tax effects) is required for the state NOLs atfinancing activities by period:
Year Ended December 31, 20132016
Cash provided by financing activities was $5.93 billion in 2016. We had a consolidated increase in our debt level of $6.71 billion, primarily due to the issuance of Parent Company and subsidiary senior notes, as well as increases in our revolving credit facilities during 2015. Our subsidiaries also received $2.56 billion in proceeds from common unit offerings, including $1.10 billion from the issuance of ETP Common Units and $1.46 billion from the issuance of other subsidiary common units. We paid distributions to partners of $1.02 billion, and our subsidiaries paid $2.77 billion on limited partner interests other than those held by the Parent Company.
Year Ended December 31, 2015
Cash provided by financing activities was $6.79 billion in 2015. We had a consolidated increase in our debt level of $6.63 billion, primarily due to the issuance of Parent Company and subsidiary senior notes, as well as increases in our revolving credit facilities during 2015. Our subsidiaries also received $3.89 billion in proceeds from common unit offerings, including $1.43 billion from the issuance of ETP Common Units and $2.46 billion from the issuance of other subsidiary common units. We paid distributions to partners of $1.09 billion, and our subsidiaries paid $2.34 billion on limited partner interests other than those held by the Parent Company. We also paid $1.06 billion to repurchase common units during the year ended December 31, 2015.
Year Ended December 31, 2014
Cash provided by financing activities was $3.88 billion in 2014. We had a consolidated increase in our debt level of $4.49 billion, primarily due to Regency’s issuance of senior notes and assumption and debt, and Sunoco Logistics’ issuance of $2.00 billion in aggregate principal amount of senior notes in April 2014 and November 2014 (see Note 6 to our consolidated financial statements) and an increase of the Parent Company’s debt of $1.88 billion. Our subsidiaries also received $3.06 billion in proceeds from common unit offerings, including $1.38 billion from the issuance of ETP Common Units, $428 million from the issuance of Regency Common Units and $1.25 billion from the issuance of other subsidiary common units. We paid distributions to partners of $821 million, and our subsidiaries paid $1.91 billion on limited partner interests other than those held by the Parent Company. We also paid $1.00 billion to repurchase common units during the year ended December 31, 2014.

Description of Indebtedness
Our outstanding consolidated indebtedness was as follows:
 December 31,
 2016 2015
Parent Company Indebtedness:   
ETE Senior Notes due October 2020$1,187
 $1,187
ETE Senior Notes due January 20241,150
 1,150
ETE Senior Notes due June 20271,000
 1,000
ETE Senior Secured Term Loan, due December 20192,190
 2,190
ETE Senior Secured Revolving Credit Facility due December 2018875
 860
Subsidiary Indebtedness:   
ETP Senior Notes19,440
 19,439
Panhandle Senior Notes1,085
 1,085
Sunoco, Inc. Senior Notes465
 465
Sunoco Logistics Senior Notes5,350
 4,975
Transwestern Senior Notes657
 782
Sunoco LP Senior Notes, Term Loan and lease-related obligations3,561
 1,526
Revolving Credit Facilities:   
ETP $3.75 billion Revolving Credit Facility due November 20192,777
 1,362
Sunoco Logistics $2.50 billion Revolving Credit Facility due March 20201,292
 562
Sunoco Logistics $1.0 billion 364-Day Credit Facility, due December 2017(1)
630
 
Sunoco LP $1.5 billion Revolving Credit Facility due September 20191,000
 450
Bakken Project $2.50 billion Credit Facility due August 20191,100
 
PennTex $275 million MLP Revolving Credit Facility due December 2019168
 
Other long-term debt31
 31
Unamortized premiums and fair value adjustments, net101
 141
Deferred debt issuance costs(257) (237)
Total debt43,802
 36,968
Less: current maturities of long-term debt1,194
 131
Long-term debt, less current maturities$42,608
 $36,837
(1)
Sunoco Logistics’ $1.0 billion 364-Day Credit Facility, including its $630 million term loan, were classified as long-term debt as of December 31, 2016 as Sunoco Logistics has the ability and intent to refinance such borrowings on a long-term basis.
The terms of our consolidated indebtedness and our subsidiaries are described in more detail below and in Note 6 to our consolidated financial statements.
ETE Term Loan Facility
As of December 31, 2016, the Parent Company had outstanding a Senior Secured Term Loan Agreement, dated as of March 5, 2015, both with scheduled maturities on December 2, 2019. In connection with the Parent Company’s entry into a Senior Secured Term loan Agreement on February 2, 2017, as discussed below, the Parent Company terminated both agreements.
On February 2, 2017, the Partnership entered into a Senior Secured Term Loan Agreement (the “2024 Term Credit Agreement”) with Credit Suisse AG, Cayman Islands Branch, as administrative agent, and the other lenders party thereto (the “Term Lenders”). The Term Credit Agreement has a scheduled maturity date of February 2, 2024, with an option for the Partnership to extend the term subject to the terms and conditions set forth therein. The Term Credit Agreement contains an accordion feature, under which the total commitments may be increased, subject to the terms thereof. In connection with the entry into the 2024 Term Credit Agreement, ETE terminated the 2019 Term Credit Agreements.

Pursuant to the 2024 Term Credit Agreement, the Term Lenders have provided senior secured financing in an aggregate principal amount of $2.2 billion (the “Term Loan Facility”). The Parent Company shall not be required to make any amortization payments with respect to the term loans under the 2024 Term Credit Agreement. Under certain circumstances, the Parent Company is required to prepay the Term Loan Facility in connection with dispositions, in the case of each of the following, yielding net proceeds in excess of $50 million of (a) IDRs in (i) prior to the consummation of the MLP Merger, ETP, and (ii) upon and after the consummation of the MLP Merger, Sunoco Logistics ; or (b) equity interests of any person which owns, directly or indirectly, IDRs in (i) prior to the consummation of the MLP Merger, ETP, and (ii) upon and after the consummation of the MLP Merger, Sunoco Logistics, in each case, with a percentage ranging from 50% to 75% of such net proceeds in excess of $50 million.
Under the 2024 Term Credit Agreement, the obligations of the Parent Company are secured by a lien on substantially all of the Parent Company’s and certain of its subsidiaries’ tangible and intangible assets including (i) approximately 18.4 million common units representing limited partner interests in ETP and approximately 81.0 million Class H units of ETP owned by the Partnership; and (ii) the Partnership’s 100% equity interest in Energy Transfer Partners, L.L.C. and Energy Transfer Partners GP, L.P., through which the Partnership indirectly holds all of the outstanding general partnership interests and IDRs in, immediately prior to the consummation of the MLP Merger, ETP and, immediately after the consummation of the MLP Merger, Sunoco Logistics. The 2024 Term Loan Facility initially is not guaranteed by any of the Partnership’s subsidiaries.
Interest accrues on advances at a LIBOR rate or a base rate, based on the election of the Parent Company for each interest period, plus an applicable margin. The applicable margin for LIBOR rate loans is 2.75% and the applicable margin for base rate loans is 1.75%. Proceeds of the borrowings under the 2024 Term Credit Agreement were used to refinance amounts outstanding under the Partnership’s two senior secured term loan facilities and to pay transaction fees and expenses related to the Term Loan Facility and other transactions incidental thereto.
ETE Revolving Credit Facility
The Parent Company has a credit agreement (the “Revolver Credit Agreement”), which has a scheduled maturity date of December 2, 2018, with an option for the Parent Company to extend the term subject to the terms and conditions set forth therein.
Pursuant to the Revolver Credit Agreement, the lenders have committed to provide advances up to an aggregate principal amount of $1.50 billion at any one time outstanding. The Revolver Credit Agreement contains an accordion feature, under which the total commitment may be increased, subject to the terms thereof.
As part of the aggregate commitments under the facility, the Revolver Credit Agreement provides for letters of credit to be issued at the request of the Parent Company in an aggregate amount not to exceed a $150 million sublimit.
Under the Revolver Credit Agreement, the obligations of the Parent Company are secured by a lien on substantially all of the Parent Company’s and certain of its subsidiaries’ tangible and intangible assets. Borrowings under the Revolver Credit Agreement are not guaranteed by any of the Parent Company’s subsidiaries.
Interest accrues on advances at a LIBOR rate or a base rate, based on the election of the Parent Company for each interest period, plus an applicable margin. The issuing fees for all letters of credit are also based on an applicable margin. The applicable margin used in connection with interest rates and fees is based on the then applicable leverage ratio of the Parent Company. The applicable margin for LIBOR rate loans and letter of credit fees ranges from 1.75% to 2.50% and the applicable margin for base rate loans ranges from 0.75% to 1.50%. The Parent Company will also pay a commitment fee based on its leverage ratio on the actual daily unused amount of the aggregate commitments.
Subsidiary Indebtedness
ETP Senior Notes Offerings
In January 2017, ETP issued $600 million aggregate principal amount of 4.20% senior notes due April 2027 and $900 million aggregate principal amount of 5.30% senior notes due April 2047. ETP used the $1.48 billion net proceeds from the offering to refinance current maturities and to repay borrowings outstanding under the ETP Credit Facility.
Sunoco Logistics Senior Notes Offerings
In July 2016, Sunoco Logistics issued $550 million aggregate principal amount of 3.90% senior notes due in July 2026. The net proceeds from this offering were used to repay outstanding credit facility borrowings and for general partnership purposes.

Sunoco LP Term Loan and Senior Notes
In March 2016, Sunoco LP entered into a term loan agreement which provides secured financing in an aggregate principal amount of up to $2.035 billion due 2019. Amounts borrowed under the term loan bear interest at either LIBOR or base rate, based on Sunoco LP’s election for each interest period, plus an applicable margin. The proceeds were used to fund a portion of the ETP dropdown and to pay fees and expenses incurred in connection with the ETP dropdown and the term loan. In December, 2016, Sunoco LP entered into an amendment to the term loan to, among other matters, increase the maximum applicable margin for LIBOR rate loans, increase the maximum ratio of funded debt, and add new obligations to maintain a maximum ratio of secured funded debt to EBITDA of the Sunoco LP. As of December 31, 2016, the balance on the term loan was $1.24 billion. In January 2017, Sunoco LP entered into a limited waiver to its term loan, under which the agents and lenders party thereto waived and deemed remedied the miscalculations of Sunoco LP’s leverage ratio as set forth in its previously delivered compliance certificates and the resulting failure to pay incremental interest owed under the term loan.
In April 2016, Sunoco LP issued $800 million aggregate principal amount of 6.25% Senior Notes due 2021. The net proceeds of $789 million were used to repay a portion of the borrowings under its term loan facility.
Subsidiary Credit Facilities and Commercial Paper
ETP Credit Facility
The ETP Credit Facility allows for borrowings of up to $3.75 billion and matures on November 18, 2019. The indebtedness under the ETP Credit Facility is unsecured and not guaranteed by any of ETP’s subsidiaries and has equal rights to holders of ETP’s current and future unsecured debt. The indebtedness under the ETP Credit Facility has the same priority of payment as our other current and future unsecured debt.
ETP uses the ETP Credit Facility to provide temporary financing for its growth projects, as well as for general partnership purposes. ETP typically repays amounts outstanding under the ETP Credit Facility with proceeds from common unit offerings or long-term notes offerings. The timing of borrowings depends on ETP’s activities and the cash available to fund those activities. The repayments of amounts outstanding under the ETP Credit Facility depend on multiple factors, including market conditions and expectations of future working capital needs, and ultimately are a financing decision made by management. Therefore, the balance outstanding under the ETP Credit Facility may vary significantly between periods. ETP does not believe that such fluctuations indicate a significant change in its liquidity position, because it expects to continue to be able to repay amounts outstanding under the ETP Credit Facility with proceeds from common unit offerings or long-term note offerings.
As of December 31, 2016, the ETP Credit Facility had $2.78 billion outstanding, and the amount available for future borrowings was $813 million taking into account letters of credit of $160 million and commercial paper of $777 million. The weighted average interest rate on the total amount outstanding as of December 31, 2016 was 2.20%.
Sunoco Logistics Credit Facilities
Sunoco Logistics maintains a $2.50 billion unsecured revolving credit agreement (the “Sunoco Logistics Credit Facility”), which matures in March 2020. The Sunoco Logistics Credit Facility contains an accordion feature, under which the total aggregate commitment may be increased to $3.25 billion under certain conditions.
The Sunoco Logistics Credit Facility is available to fund Sunoco Logistics’ working capital requirements, to finance acquisitions and capital projects, to pay distributions and for general partnership purposes. The Sunoco Logistics Credit Facility bears interest at LIBOR or the Base Rate, based on Sunoco Logistics’ election for each interest period, plus an applicable margin. The credit facility may be prepaid at any time. As of December 31, 2016, the Sunoco Logistics Credit Facility had $1.29 billion of outstanding borrowings, which included commercial paper of $50 million. The weighted average interest rate on the total amount outstanding as of December 31, 2016 was 1.76%.
In December 2016, Sunoco Logistics entered into an agreement for a 364-day maturity credit facility ("364-Day Credit Facility"), due to mature in December 2017, with a total lending capacity of $1.00 billion, including a $630 million term loan. The terms of the 364-Day Credit Facility are similar to those of the $2.50 billion Sunoco Logistics Credit Facility, including limitations on the creation of indebtedness, liens and financial covenants. The 364-Day Credit Facility is expected to be terminated and repaid in connection with the completion of the ETP and Sunoco Logistics merger.
Bakken Credit Facility
In August 2016, ETP, Sunoco Logistics and Phillips 66 announced the completion of the project-level financing of the Dakota Access Pipeline and Energy Transfer Crude Oil Pipeline projects (collectively, the “Bakken Pipeline”). The $2.50 billion credit facility is anticipated to provide substantially all of the remaining capital necessary to complete the projects and matures in August

2019 (the “Bakken Credit Facility”). As of December 31, 2016, $1.10 billion of outstanding borrowings. The weighted average interest rate on the total amount outstanding as of December 31, 2016 was 2.13%.
Sunoco LP Credit Facility
Sunoco LP maintains a $1.50 billion revolving credit agreement (the “Sunoco LP Credit Facility”), which was amended in April 2015 from the initially committed amount of $1.25 billion and matures in September 2019. As of December 31, 2016, the Sunoco LP Credit Facility had $1.00 billion of outstanding borrowings. In January 2017, Sunoco LP entered into a limited waiver to its revolving credit facility, under which the agents and lenders party thereto waived and deemed remedied the miscalculations of Sunoco LP’s leverage ratio as set forth in its previously delivered compliance certificates and the resulting failure to pay incremental interest owed under the revolving credit facility.
PennTex Revolving Credit Facility
On December 19, 2014, PennTex entered into a senior secured revolving credit facility with Royal Bank of Canada, as administrative agent, and a syndicate of lenders that became effective upon the closing of PennTex’s initial public offering and matures in December 2019 (the “PennTex Revolving Credit Facility”). The agreement provides for a $275 million commitment that is expandable up to $400 million under certain conditions. The funds have been used for general purposes, including the funding of capital expenditures. PennTex’s assets have been pledged as collateral for this credit facility.
As of December 31, 2016, PennTex had $106 million of available borrowing capacity under the PennTex Revolving Credit Facility. As of December 31, 2016, the weighted average interest rate on outstanding borrowings was 2.90%.
Covenants Related to Our Credit Agreements
Covenants Related to the Parent Company
The Term Loan Facility and ETE Revolving Credit Facility contain customary representations, warranties, covenants, and events of default, including a change of control event of default and limitations on incurrence of liens, new lines of business, merger, transactions with affiliates and restrictive agreements.
The Term Loan Facility and ETE Revolving Credit Facility contain financial covenants as follows:
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.
Covenants Related to ETP

The agreements relating to the ETP senior notes contain restrictive covenants customary for an issuer with an investment-grade rating from the rating agencies, which covenants include limitations on liens and a restriction on sale-leaseback transactions
The ETP Credit Facility contains covenants that limit (subject to certain exceptions) ETP’s and certain of ETP’s subsidiaries’ ability to, among other things:
incur indebtedness;
grant liens;
enter into mergers;
dispose of assets;
make certain investments;
make Distributions (as defined in the ETP Credit Facility) during certain Defaults (as defined in the ETP Credit Facility) and during any Event of Default (as defined in such credit agreement);
engage in business substantially different in nature than the business currently conducted by ETP and its subsidiaries;
engage in transactions with affiliates; and
enter into restrictive agreements.

The ETP Credit Facility also contains a financial covenant that provides that the Leverage Ratio, as defined in the ETP Credit Facility, shall not exceed 5.0 to 1 as of the end of each quarter, with a permitted increase to 5.5 to 1 during a Specified Acquisition Period, as defined in the ETP Credit Facility.
The agreements relating to the Transwestern senior notes contain certain restrictions that, among other things, limit the incurrence of additional debt, the sale of all or substantially all assets and the payment of dividends and specify a maximum debt to capitalization ratio.
Failure to comply with the various restrictive and affirmative covenants of our revolving credit facilities could require us to pay debt balances prior to scheduled maturity and could negatively impact the Operating Companies’ ability to incur additional debt and/or our ability to pay distributions.
Covenants Related to Panhandle
Panhandle is not party to any lending agreement that would accelerate the maturity date of any obligation due to a failure to maintain any specific credit rating, nor would a reduction in any credit rating, by itself, cause an event of default under any of Panhandle’s lending agreements. Financial covenants exist in certain of Panhandle’s debt agreements that require Panhandle to maintain a certain level of net worth, to meet certain debt to total capitalization ratios and to meet certain ratios of earnings before depreciation, interest and taxes to cash interest expense. A failure by Panhandle to satisfy any such covenant would give rise to an event of default under the associated debt, which could become immediately due and payable if Panhandle did not cure such default within any permitted cure period or if Panhandle did not obtain amendments, consents or waivers from its lenders with respect to such covenants.
Panhandle’s restrictive covenants include restrictions on theirdebt levels, restrictions on liens securing debt and guarantees, restrictions on mergers and on the sales of assets, capitalization requirements, dividend restrictions, cross default and cross-acceleration and prepayment of debt provisions. A breach of any of these covenants could result in acceleration of Panhandle’s debt and other financial obligations and that of its subsidiaries.
In addition, Panhandle and/or its subsidiaries are subject to certain additional restrictions and covenants. These restrictions and covenants include limitations on additional debt at some of its subsidiaries; limitations on the use of proceeds from borrowing at some of its subsidiaries; limitations, in some cases, on transactions with its affiliates; limitations on the Commonwealthincurrence of Pennsylvania. In makingliens; potential limitations on the assessmentabilities of the future realizationsome of the deferred tax assets, we relyits subsidiaries to declare and pay dividends and potential limitations on future reversalssome of existing taxable temporary differences, tax planning strategiesits subsidiaries to participate in Panhandle’s cash management program; and forecasted taxable income basedlimitations on historical and projected future operating results. The potential need for valuation allowances is regularly reviewed by management. If it is more likely than not that the recorded asset will not be realized, additional valuation allowances which increase income tax expense may be recognized in the period such determination is made. Likewise, if it is more likely than not that additional deferred tax assets will be realized, an adjustmentPanhandle’s ability to the deferred tax asset will increase income in the period such determination is made.prepay debt.
Forward-Looking Statements
Certain matters discussed in this report, excluding historical information, as well as some statements by Energy Transfer Equity, L.P. (the “Partnership” or “ETE”) in periodic press releases and some oral statements of the Partnership’s officials during presentations about the Partnership, include forward-looking statements. These forward-looking statements are identified as any statement that does not relate strictly to historical or current facts. Statements using words such as “anticipate,” “project,” “expect,” “plan,” “goal,” “forecast,” “estimate,” “intend,” “continue,” “could,” “believe,” “may,” “will” or similar expressions help identify forward-looking statements. Although the Partnership and its General Partner believe such forward-looking statements are based on reasonable assumptions and current expectations and projections about future events, no assurance can be given that such assumptions, expectations or projections will prove to be correct. Forward-looking statements are subject to a variety of risks, uncertainties and assumptions. If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, the Partnership’s actual results may vary materially from those anticipated, estimated, projected, forecasted, expressed or expected in forward-looking statements since many of the factors that determine these results are subject to uncertainties and risks that are difficult to predict and beyond management’s control. For additional discussion of risks, uncertainties and assumptions, see “Item 1.A Risk Factors” included in this annual report.
Definitions
The following is a list of certain acronyms and terms generally used in the energy industry and throughout this document:
/dper day
AlohaAloha Petroleum, Ltd
AmeriGasAmeriGas Partners, L.P.
AOCIaccumulated other comprehensive income (loss)
AROsasset retirement obligations
Bblsbarrels
Bcfbillion cubic feet
BtuBritish 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
Capacitycapacity 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
CitrusCitrus, LLC which owns 100% of FGT
CrossCountryCrossCountry Energy, LLC
DOEU.S. Department of Energy
DOTU.S. Department of Transportation
Eagle RockEagle Rock Energy Partners, L.P.
ELGEdwards Lime Gathering, LLC
EPAU.S. Environmental Protection Agency
ETC FEPETC Fayetteville Express Pipeline, LLC
ETC MEPETC Midcontinent Express Pipeline, L.L.C.
ETC OLPLa Grange Acquisition, L.P., which conducts business under the assumed name of Energy Transfer Company
ETGEnergy Transfer Group, L.L.C.
ETE HoldingsETE Common Holdings, LLC, a wholly-owned subsidiary of ETE
ET InterstateEnergy Transfer Interstate Holdings, LLC
ET RoverET Rover Pipeline LLC

iii


ETPEnergy Transfer Partners, L.P.
ETP Credit FacilityETP’s $3.75 billion revolving credit facility
ETP GPEnergy Transfer Partners GP, L.P., the general partner of ETP
ETP HoldcoETP Holdco Corporation
ETP LLCEnergy Transfer Partners, L.L.C., the general partner of ETP GP
ETP Preferred UnitsETP’s Series A Convertible Preferred Units,
Exchange ActSecurities Exchange Act of 1934
FDOT/FTEFlorida Department of Transportation, Florida’s Turnpike Enterprise
FEPFayetteville Express Pipeline LLC
FERCFederal Energy Regulatory Commission
FGTFlorida Gas Transmission Company, LLC, which owns a natural gas pipeline system that originates in Texas and delivers natural gas to the Florida peninsula
GAAPaccounting principles generally accepted in the United States of America
General PartnerLE GP, LLC, the general partner of ETE
HPCRIGS Haynesville Partnership Co. and its wholly-owned subsidiary, Regency Intrastate Gas LP
HOLPHeritage Operating, L.P.
HooverHoover Energy Partners, LP
IDRsincentive distribution rights
KMIKinder Morgan Inc.
Lake Charles LNGLake Charles LNG Company, LLC
LCLLake Charles LNG Export Company, LLC
LIBORLondon Interbank Offered Rate
LNGliquefied natural gas
LNG HoldingsLake Charles LNG Holdings, LLC
LPGliquefied petroleum gas
Lone StarLone Star NGL LLC
MACSMid-Atlantic Convenience Stores, LLC
MEPMidcontinent Express Pipeline LLC
MLP MergerThe merger of Sunoco Logistics with and into ETP, with ETP surviving the merger as a wholly owned subsidiary of Sunoco Logistics
MMBtumillion British thermal units
MMcfmillion cubic feet
MTBEmethyl tertiary butyl ether
NGANatural Gas Act of 1938
NGPANatural Gas Policy Act of 1978
NGLnatural gas liquid, such as propane, butane and natural gasoline
NYMEXNew York Mercantile Exchange
NYSENew York Stock Exchange
OSHAFederal Occupational Safety and Health Act
OTCover-the-counter

iv


PanhandlePanhandle Eastern Pipe Line Company, LP and its subsidiaries
PCBspolychlorinated biphenyls
PEPLPanhandle Eastern Pipe Line Company, LP
PennTexPennTex Midstream Partners, LP
PESPhiladelphia Energy Solutions
PHMSAPipeline Hazardous Materials Safety Administration
PropCoSusser Petroleum Property Company LLC
PVRPVR Partners, L.P.
RIGSRegency Intrastate Gas System
RGSRegency Gas Services, a wholly-owned subsidiary of Regency
Ranch JVRanch Westex JV LLC
RegencyRegency Energy Partners LP
Regency Preferred UnitsRegency’s Series A Convertible Preferred Units, the Preferred Units of a Subsidiary
Retail HoldingsETP Retail Holdings LLC, an indirect wholly-owned subsidiary of ETP
Sea RobinSea Robin Pipeline Company, LLC
SECSecurities and Exchange Commission
Southern UnionSouthern Union Company
Southwest GasPan Gas Storage, LLC
Sunoco GPSunoco GP LLC, the general partner of Sunoco LP
Sunoco LogisticsSunoco Logistics Partners L.P.
Sunoco LPSunoco LP (previously named Susser Petroleum Partners, LP)
Sunoco PartnersSunoco Partners LLC, the general partner of Sunoco Logistics
SusserSusser Holdings Corporation
TCEQTexas Commission on Environmental Quality
TranswesternTranswestern Pipeline Company, LLC
TRRCTexas Railroad Commission
TrunklineTrunkline Gas Company, LLC, a subsidiary of Panhandle
WMBThe Williams Companies, Inc.
WPZWilliams Partners, L.P.
WTIWest Texas Intermediate Crude
Adjusted EBITDA is a term used throughout this document, which we define as earnings before interest, taxes, depreciation, depletion, amortization and other non-cash items, such as non-cash compensation expense, gains and losses on disposals of assets, the allowance for equity funds used during construction, unrealized gains and losses on commodity risk management activities, non-cash impairment charges, losses on extinguishments of debt and other non-operating income or expense items. Unrealized gains and losses on commodity risk management activities include unrealized gains and losses on commodity derivatives and inventory fair value adjustments (excluding lower of cost or market adjustments). Adjusted EBITDA reflects amounts for less than wholly-owned subsidiaries based on 100% of the subsidiaries’ results of operations and for unconsolidated affiliates based on the Partnership’s proportionate ownership.


v


PART I

ITEM 1.  BUSINESS
Overview
We were formed in September 2002 and completed our initial public offering in February 2006. We are a Delaware limited partnership with common units publicly traded on the NYSE under the ticker symbol “ETE.”
Unless the context requires otherwise, references to “we,” “us,” “our,” the “Partnership” and “ETE” mean Energy Transfer Equity, L.P. and its consolidated subsidiaries, which include ETP, ETP GP, ETP LLC, Panhandle (or Southern Union prior to its merger into Panhandle in January 2014), PennTex, Sunoco Logistics, Sunoco LP, and Lake Charles LNG. References to the “Parent Company” mean Energy Transfer Equity, L.P. on a stand-alone basis.
In January 2014 and July 2015, the Partnership completed two-for-one splits of its outstanding common units. All references to units and per unit amounts in this document have been adjusted to reflect the effect of the unit splits for all periods presented.
The Parent Company’s principal sources of cash flow are derived from its direct and indirect investments in the limited partner and general partner interests in ETP and Sunoco LP, both of which are publicly traded master limited partnerships engaged in diversified energy-related services, and the Partnership’s ownership of Lake Charles LNG.
At December 31, 2016, our interests in ETP and Sunoco LP consisted of 100% of the respective general partner interests and IDRs, as well as approximately 2.6 million ETP common units and approximately 81.0 million ETP Class H units. We also own 0.1% of Sunoco Partners LLC, the entity that owns the general partner interest and IDRs of Sunoco Logistics, while ETP owns the remaining 99.9% of Sunoco Partners LLC. Additionally, ETE owns 100 ETP Class I Units, the distributions from which offset a portion of IDR subsidies ETE has previously provided to ETP.
The Parent Company’s primary cash requirements are for distributions to its partners, general and administrative expenses, debt service requirements and distributions to its partners. The Parent Company-only assets and liabilities are not available to satisfy the debts and other obligations of subsidiaries. The Parent Company distributes its available cash remaining after satisfaction of the aforementioned cash requirements to its unitholders on a quarterly basis.
We expect our subsidiaries to utilize their resources, along with cash from their operations, to fund their announced growth capital expenditures and working capital needs; however, the Parent Company may issue debt or equity securities from time to time, as we deem prudent to provide liquidity for new capital projects of our subsidiaries or for other partnership purposes.

vi


Organizational Structure
The following chart summarizes our organizational structure as of December 31, 2016. For simplicity, certain immaterial entities and ownership interests have not been depicted.



Significant Achievements in 2016 and Beyond
Strategic Transactions
Our significant strategic transactions in 2016 and beyond included the following, as discussed in more detail herein:
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 15.8 million newly issued ETP common units.
In November 2016, ETP and Sunoco Logistics entered into a merger agreement providing for the acquisition of ETP by Sunoco Logistics in a unit-for-unit transaction. Under the terms of the transaction, ETP unitholders will receive 1.5 common units of Sunoco Logistics for each common unit of ETP they own. Under the terms of the merger agreement, Sunoco Logistics’ general partner will be merged with and into ETP GP, with ETP GP surviving as an indirect wholly-owned subsidiary of ETE. The transaction is expected to close in April 2017.
On November 1, 2016, ETP acquired certain interests in PennTex from various parties for total consideration of approximately $627 million in ETP units and cash. Through this transaction, ETP acquired a controlling financial interest in PennTex, whose assets complement ETP’s existing midstream footprint in northern Louisiana.
On October 12, 2016, Sunoco LP completed the acquisition of the convenience store, wholesale motor fuel distribution, and commercial fuels distribution business serving East Texas and Louisiana from Denny Oil Company (“Denny”) for approximately $55 million plus inventory on hand at closing, subject to closing adjustments. This acquisition includes six company owned and operated locations, six company-owned and dealer operated locations, wholesale fuel supply contracts for a network of independent dealer-owned and dealer-operated locations, and a commercial fuels business in the Eastern Texas and Louisiana markets. As part of the acquisition, Sunoco LP acquired 13 fee properties, which included the six company operated locations, six dealer operated locations and a bulk plant and an office facility.
In November 2016, Sunoco Logistics completed an acquisition from Vitol, Inc. (“Vitol”) of an integrated crude oil business in West Texas for $760 million plus working capital. The acquisition provides Sunoco Logistics with an approximately 2 million barrel crude oil terminal in Midland, Texas, a crude oil gathering and mainline pipeline system in the Midland Basin, including a significant acreage dedication from an investment-grade Permian producer, and crude oil inventories related to Vitol's crude oil purchasing and marketing business in West Texas. The acquisition also included the purchase of a 50% interest in SunVit Pipeline LLC ("SunVit"), which increased Sunoco Logistics' overall ownership of SunVit to 100%.
In February 2017, Sunoco Logistics formed Permian Express Partners LLC ("PEP"), a strategic joint venture, with ExxonMobil Corp. Sunoco Logistics contributed its Permian Express 1, Permian Express 2 and Permian Longview and Louisiana Access pipelines. ExxonMobil Corp. contributed its Longview to Louisiana and Pegasus pipelines; Hawkins gathering system; an idle pipeline in southern Oklahoma; and its Patoka, Illinois terminal. Sunoco Logistics’ ownership percentage is approximately 85%. Upon commencement of operations on the Bakken Pipeline, Sunoco Logistics will contribute its investment in the project, with a corresponding increase in its ownership percentage in PEP. Sunoco Logistics maintains a controlling financial and voting interest in PEP and is the operator of all of the assets. As such, PEP will be reflected as a consolidated subsidiary of Sunoco Logistics. ExxonMobil Corp.’s interest will be reflected as noncontrolling interest in Sunoco Logistics’ consolidated balance sheet.
On August 31, 2016, Sunoco LP acquired the fuels business (the "Fuels Business") from Emerge Energy Services LP (NYSE: EMES) ("Emerge") for $171million, inclusive of working capital and other adjustments. The Fuels Business comprises Dallas-based Direct Fuels LLC and Birmingham-based Allied Energy Company LLC, both wholly owned subsidiaries of Emerge, and engages in the processing of transmix and the distribution of refined fuels. As part of the acquisition, Sunoco LP acquired two transmix processing plants with attached refined product terminals. Combined, the plants can process over 10,000 barrels per day of transmix, and the associated terminals have over 800,000 barrels of storage capacity.
On August 2, 2016, Bakken Holdings Company LLC, an entity in which ETP indirectly owns a 60% membership interest and Sunoco Logistics indirectly owns a 40% membership interest, agreed to sell a 49% interest in its wholly-owned subsidiary, Bakken Pipeline Investments LLC, to MarEn Bakken Company LLC, an entity jointly owned by Marathon Petroleum Corporation and Enbridge Energy Partners, L.P. for $2.00 billion in cash. This transaction closed in February 2017. Bakken Pipeline Investments LLC indirectly owns a 75% interest in each of Dakota Access, LLC (“Dakota Access”) and Energy Transfer Crude Oil Company, LLC (“ETCO”). The remaining 25% of each of Dakota Access and ETCO is owned by wholly-owned subsidiaries of Phillips 66. ETP will continue to consolidate Dakota Access and ETCO subsequent to this transaction. Upon closing, ETP and Sunoco Logistics collectively own a 38.25% interest in the Dakota Access Pipeline and Energy Transfer Crude Oil Pipeline projects (collectively, the “Bakken Pipeline”) and MarEn Bakken Company owns 36.75% and Phillips 66 owns 25% in the Bakken Pipeline.

In August 2016, ETP, Sunoco Logistics and Phillips 66 announced the completion of the project-level financing of the Bakken Pipeline. The $2.50 billion credit facility is anticipated to provide substantially all of the remaining capital necessary to complete the projects. As of December 31, 2016, $1.10 billion was outstanding under this credit facility.
On June 22, 2016, Sunoco LP acquired 18 convenience stores serving the upstate New York market from Valentine Stores, Inc. (“Valentine”) for $76 million plus the value of inventory on hand at closing. The acquisition included 19 fee properties (of which 18 are company operated convenience stores and one is a standalone Tim Hortons), one leased Tim Hortons property, and three raw tracts of land in fee for future store development.
On May 2, 2016, Sunoco LP finalized an agreement with the Indiana Toll Road Concession Company to develop and operate 8 travel plazas along the 150-mile toll road. The agreement has a 20-year term with an estimated cost of $31 million. The first series of plaza reconstruction began in the third quarter of 2016, and the total construction period is expected to last two years.
On March 28, 2016, Sunoco LP entered into a Store Development Agreement with Dunkin’ Donuts to be the exclusive developer of Dunkin’ Donuts restaurants in the state of Hawaii for an initial term of eight years. We havecommitted to building and operating 15 Dunkin’ Donuts restaurants at an estimated cost of $20 million. We anticipatethat approximately half the restaurants will be built on existing Aloha-controlled (convenience store/gas station) properties and half will be standalone restaurants developed on properties that will be acquired in the future.
In March 2016, ETP contributed to Sunoco LP its remaining 68.42% interest in Sunoco, LLC and 100% interest in the legacy Sunoco, Inc. retail business for $2.23 billion. Sunoco LP paid $2.20 billion in cash, including a working capital adjustment and issued 5.7 million Sunoco LP common units to Retail Holdings, a wholly-owned subsidiary of the Partnership. The transaction was effective January 1, 2016. In connection with this transaction, the Partnership deconsolidated the legacy Sunoco, Inc. retail business, including goodwill of $1.29 billion and intangible assets of $294 million. The results of Sunoco, LLC and the legacy Sunoco, Inc. retail business’ operations have not been presented as discontinued operations and Sunoco, Inc.’s retail business assets and liabilities have not been presented as held for sale in the Partnership’s consolidated financial statements.
Business Strategy
Our primary business objective is to increase cash available for distributions to our unitholders by actively assisting our subsidiaries in executing their business strategies by assisting in identifying, evaluating and pursuing strategic acquisitions and growth opportunities. In general, we expect that we will allow our subsidiaries the first opportunity to pursue any acquisition or internal growth project that may be presented to us which may be within the scope of their operations or business strategies. In the future, we may also support the growth of our subsidiaries through the use of our capital resources, which could involve loans, capital contributions or other forms of credit support to our subsidiaries. This funding could be used for the acquisition by one of our subsidiaries of a business or asset or for an internal growth project. In addition, the availability of this capital could assist our subsidiaries in arranging financing for a project, reducing its financing costs or otherwise supporting a merger or acquisition transaction.
Segment Overview
Our reportable segments are as follows:
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 activities of the Parent Company.
The businesses within these segments are described below. See Note 15 to our consolidated financial statements for additional financial information about our reportable segments.
Investment in ETP
ETP’s operations include the following:
Intrastate Transportation and Storage Operations
ETP’s natural gas transportation pipelines receive natural gas from other mainline transportation pipelines, storage facilities and gathering systems and deliver the natural gas to industrial end-users, storage facilities, utilities and other pipelines. Through its intrastate transportation and storage operations, ETP owns and operates approximately 7,900 miles of natural gas transportation pipelines with approximately 15.2 Bcf/d of transportation capacity and three natural gas storage facilities located in the state of

Texas. ETP also owns a 49.99% general partner interest in RIGS, a 450-mile intrastate pipeline that delivers natural gas from northwest Louisiana to downstream pipelines and markets.
Through ETC OLP, ETP owns the largest intrastate pipeline system in the United States with interconnects to Texas markets and to major consumption areas throughout the United States. ETP’s intrastate transportation and storage operations focus on the transportation of natural gas to major markets from various prolific natural gas producing areas through connections with other pipeline systems as well as through its Oasis pipeline, its East Texas pipeline, its natural gas pipeline and storage assets that are referred to as the ET Fuel System, and its HPL System, which are described below.
ETP’s intrastate transportation and storage operations results are determined primarily by the amount of capacity its customers reserve as well as the actual volume of natural gas that flows through the transportation pipelines. Under transportation contracts, customers are charged (i) a demand fee, which is a fixed fee for the reservation of an agreed amount of capacity on the transportation pipeline for a specified period of time and which obligates the customer to pay even if the customer does not transport natural gas on the respective pipeline, (ii) a transportation fee, which is based on the actual throughput of natural gas by the customer, (iii) fuel retention based on a percentage of gas transported on the pipeline, or (iv) a combination of the three, generally payable monthly.
ETP also generates revenues and margin from the sale of natural gas to electric utilities, independent power plants, local distribution companies, industrial end-users and marketing companies on the HPL System. In addition, ETP’s intrastate transportation and storage operations generate revenues from fees charged for storing customers’ working natural gas in ETP’s storage facilities and from managing natural gas for its own account.
Interstate Transportation and Storage Operations
ETP’s natural gas transportation pipelines receive natural gas from other mainline transportation pipelines, storage facilities and gathering systems and deliver the natural gas to industrial end-users, storage facilities, utilities and other pipelines. Through its interstate transportation and storage operations, ETP directly owns and operates approximately 11,800 miles of interstate natural gas pipelines with approximately 10.3 Bcf/d of transportation capacity and has a 50% interest in the joint venture that owns the 185-mile Fayetteville Express pipeline and the 500-mile Midcontinent Express pipeline. ETP also owns a 50% interest in Citrus which owns 100% of FGT, an approximately 5,325 mile pipeline system that extends from South Texas through the Gulf Coast to South Florida.
ETP’s interstate transportation and storage operations include Panhandle, which owns and operates a large natural gas open-access interstate pipeline network.  The pipeline network, consisting of the Panhandle, Trunkline and Sea Robin transmission systems, serves customers in the Midwest, Gulf Coast and Midcontinent United States with a comprehensive array of transportation and storage services.  In connection with its natural gas pipeline transmission and storage systems, Panhandle has five natural gas storage fields located in Illinois, Kansas, Louisiana, Michigan and Oklahoma.  Southwest Gas operates four of these fields and Trunkline operates one.
ETP also owns a 50% interest in the MEP pipeline system, which is operated by KMI and has the capability to transport up to 1.8 Bcf/d of natural gas.
Gulf States is a small interstate pipeline that uses cost-based rates and terms and conditions of service for shippers wishing to secure capacity for interstate transportation service. Rates charged are largely governed by long-term negotiated rate agreements.
We are currently in the process of converting a portion of the Trunkline gas pipeline to crude oil transportation.
The results from ETP’s interstate transportation and storage operations are primarily derived from the fees ETP earns from natural gas transportation and storage services.
Midstream Operations
The midstream natural gas industry is the link between the exploration and production of natural gas and the delivery of its components to end-use markets. The midstream industry consists of natural gas gathering, compression, treating, processing, storage and transportation, and is generally characterized by regional competition based on the proximity of gathering systems and processing plants to natural gas producing wells and the proximity of storage facilities to production areas and end-use markets.
The natural gas gathering process begins with the drilling of wells into gas-bearing rock formations. Once a well has been completed, the well is connected to a gathering system. Gathering systems generally consist of a network of small diameter pipelines and, if necessary, compression systems, that collects natural gas from points near producing wells and transports it to larger pipelines for further transportation.

Gathering systems are operated at design pressures that will maximize the total throughput from all connected wells. Specifically, lower pressure gathering systems allow wells, which produce at progressively lower field pressures as they age, to remain connected to gathering systems and to continue to produce for longer periods of time. As the pressure of a well declines, it becomes increasingly difficult to deliver the remaining production in the ground against a higher pressure that exists in the connecting gathering system. Field compression is typically used to lower the pressure of a gathering system. If field compression is not installed, then the remaining production in the ground will not be produced because it cannot overcome the higher gathering system pressure. In contrast, if field compression is installed, then a well can continue delivering production that otherwise might not be produced.
Natural gas has a varied composition depending on the field, the formation and the reservoir from which it is produced. Natural gas from certain formations is higher in carbon dioxide, hydrogen sulfide or certain other contaminants. Treating plants remove carbon dioxide and hydrogen sulfide from natural gas to ensure that it meets pipeline quality specifications.
Some natural gas produced by a well does not meet the pipeline quality specifications established by downstream pipelines or is not suitable for commercial use and must be processed to remove the mixed NGL stream. In addition, some natural gas produced by a well, while not required to be processed, can be processed to take advantage of favorable margins for NGLs extracted from the gas stream. Natural gas processing involves the separation of natural gas into pipeline quality natural gas, or residue gas, and a mixed NGL stream.
Through its midstream operations, ETP owns and operates natural gas and NGL gathering pipelines, natural gas processing plants, natural gas treating facilities and natural gas conditioning facilities with an aggregate processing, treating and conditioning capacity of approximately 12.3 Bcf/d. ETP’s midstream operations focus on the gathering, compression, treating, blending, and processing, of natural gas and its operations are currently concentrated in major producing basins and shales, including the Austin Chalk trend and Eagle Ford Shale in South and Southeast Texas, the Permian Basin in West Texas and New Mexico, the Barnett Shale and Woodford Shale in North Texas, the Bossier Sands in East Texas, the Marcellus Shale in West Virginia and Pennsylvania, and the Haynesville Shale in East Texas and Louisiana. Many of ETP’s midstream assets are integrated with our intrastate transportation and storage assets.
Our midstream operations also include a 60% interest in ELG, which operates natural gas gathering, oil pipeline, and oil stabilization facilities in South Texas, a 33.33% membership interest in Ranch Westex JV LLC, which processes natural gas delivered from the NGLs-rich shale formations in West Texas, a 75% membership interest in ORS, which operates a natural gas gathering system in the Utica shale in Ohio, and a 50% interest in Mi Vida JV, which operates a cryogenic processing plant and related facilities in West Texas, a 51% membership interest in Aqua – PVR, which transports and supplies fresh water to natural gas producers in the Marcellus shale in Pennsylvania, and a 50% interest in Sweeny Gathering LP, which operates a natural gas gathering facility in South Texas.
The results from ETP’s midstream operations are primarily derived from margins ETP earns for natural gas volumes that are gathered, transported, purchased and sold through ETP’s pipeline systems and the natural gas and NGL volumes processed at its processing and treating facilities.
Liquids Transportation and Services Operations
NGL transportation pipelines transport mixed NGLs and other hydrocarbons from natural gas processing facilities to fractionation plants and storage facilities. NGL storage facilities are used for the storage of mixed NGLs, NGL products and petrochemical products owned by third parties in storage tanks and underground wells, which allow for the injection and withdrawal of such products at various times of the year to meet demand cycles.NGL fractionators separate mixed NGL streams into purity products, such as ethane, propane, normal butane, isobutane and natural gasoline.
ETP’s liquids transportation and services operations includes approximately 1,400 miles of NGL pipelines with an aggregate transportation capacity in excess of 1.5 million Bbls/d, five NGL and propane fractionation facilities with an aggregate capacity of 545,000 Bbls/d and NGL storage facilities with aggregate working storage capacity of approximately 53 million Bbls. Four of ETP’s NGL and propane fractionation facilities and 50 million Bbls of ETP’s NGL storage capacity are located at Mont Belvieu, Texas, one NGL fractionation facility is located in Geismar, Louisiana, and operations have 3 million Bbls of salt dome storage near Hattiesburg, Mississippi. The NGL pipelines primarily transport NGLs from the Permian and Delaware basins and the Barnett and Eagle Ford Shales to Mont Belvieu. In addition, ETP owns and operates the 82-mile Rio Bravo crude oil pipeline.
Liquids transportation revenue is principally generated from fees charged to customers under dedicated contracts or take-or-pay contracts. Under a dedicated contract, the customer agrees to deliver the total output from particular processing plants that are connected to the NGL pipeline. Take-or-pay contracts have minimum throughput commitments requiring the customer to pay regardless of whether a fixed volume is transported. Transportation fees are market-based, negotiated with customers and competitive with regional regulated pipelines.

NGL fractionation revenue is principally generated from fees charged to customers under take-or-pay contracts. Take-or-pay contracts have minimum payment obligations for throughput commitments requiring the customer to pay regardless of whether a fixed volume is fractionated from raw make into purity NGL products. Fractionation fees are market-based, negotiated with customers and competitive with other fractionators along the Gulf Coast.
NGL storage revenues are derived from base storage fees and throughput fees. Base storage fees are firm take or pay contracts on the volume of capacity reserved, regardless of the capacity actually used. Throughput fees are charged for providing ancillary services, including receipt and delivery and custody transfer fees.
These operations also includes revenues earned from the marketing of NGLs and processing and fractionating refinery off-gas. Marketing of NGLs primarily generates margin from selling ratable NGLs to end users and from optimizing storage assets. Processing and fractionation of refinery off-gas margin is generated from a percentage-of-proceeds of O-grade product sales and income sharing contracts, which are subject to market pricing of olefins and NGLs.
ETP’s Investment in Sunoco Logistics
ETP’s interests in Sunoco Logistics consist of 67.1 million Sunoco Logistics common units and 9.4 million Sunoco Logistics Class B Units, collectively representing 23% of the limited partner interests in Sunoco Logistics as of December 31, 2016. ETP also owns a 99.9% interest in Sunoco Partners LLC, the entity that owns the general partner interest and IDRs in Sunoco Logistics. Because ETP controls Sunoco Logistics through its ownership of the general partner, the operations of Sunoco Logistics are consolidated into ETP.
Sunoco Logistics 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 primarily in the northeast, midwest and southwest regions of the United States. In addition, Sunoco Logistics owns interests in several product pipeline joint ventures.
Sunoco Logistics’ crude oil operations provide transportation, terminalling and acquisition and marketing services to crude oil markets throughout the southwest, midwest and northeastern United States. Included within these operations are approximately 6,100 miles of crude oil trunk and gathering pipelines in the southwest and midwest United States and equity ownership interests in two crude oil pipelines. Sunoco Logistics’ crude oil terminalling services operate with an aggregate storage capacity of approximately 33 million barrels, including approximately 26 million barrels at its Gulf Coast terminal in Nederland, Texas and approximately 3 million barrels at its Fort Mifflin terminal complex in Pennsylvania. Sunoco Logistics’ crude oil acquisition and marketing activities utilize its pipeline and terminal assets, its proprietary fleet crude oil tractor trailers and truck unloading facilities, as well as third-party assets, to service crude oil markets principally in the mid-continent United States.
Sunoco Logistics’ NGLs operations transport, store, and execute acquisition and marketing activities utilizing a complementary network of pipelines, storage and blending facilities, and strategic off-take locations that provide access to multiple NGLs markets. These operations contain approximately 900 miles of NGLs pipelines, primarily related to its Mariner systems located in the northeast and southwest United States. Terminalling services are facilitated by approximately 5 million barrels of NGLs storage capacity, including approximately 1 million barrels of storage at its Nederland, Texas terminal facility and 3 million barrels at its Marcus Hook, Pennsylvania terminal facility (the “Marcus Hook Industrial Complex”). These operations also carry out Sunoco Logistics’ NGLs blending activities, including utilizing its patented butane blending technology.
Sunoco Logistics’ refined products operations provide transportation and terminalling services, through the use of approximately 1,800 miles of refined products pipelines and approximately 40 active refined products marketing terminals. Sunoco Logistics’ marketing terminals are located primarily in the northeast, midwest and southwest United States, with approximately 8 million barrels of refined products storage capacity. Sunoco Logistics’ refined products operations include its Eagle Point facility in New Jersey, which has approximately 6 million barrels of refined products storage capacity. The operations also include Sunoco Logistics’ equity ownership interests in four refined products pipeline companies. The operations also perform terminalling activities at Sunoco Logistics’ Marcus Hook Industrial Complex. Sunoco Logistics’ refined products operations utilize its integrated pipeline and terminalling assets, as well as acquisition and marketing activities, to service refined products markets in several regions in the United States.
ETP’s Other Operations and Investments
ETP’s other operations and investments include the following:
ETP owns an equity method investment in limited partner units of Sunoco LP consisting of 43.5 million units, representing 44.3% of Sunoco LP’s total outstanding common units.

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. (“The Carlyle Group”), which owns a refinery in Philadelphia.
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.
ETP owns all of the outstanding equity interests of a natural gas compression equipment business with operations in Arkansas, California, Colorado, Louisiana, New Mexico, Oklahoma, Pennsylvania and Texas.
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.
ETP owns a 40% interest in the parent of LCL, which is developing a LNG liquefaction project.
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.
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 Coal Handling, which owns and operates end-user coal handling facilities.
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.
Investment in Sunoco LP
Sunoco LP is engaged in retail sale of motor fuels and merchandise through its company-operated convenience stores and retail fuel sites, as well as the wholesale distribution of motor fuels to convenience stores, independent dealers, commercial customers and distributors.
Wholesale Operations
Sunoco LP is a wholesale distributor of motor fuels and other petroleum products which Sunoco LP supplies to its retail operations, to third-party dealers and distributors, to independent operators of consignment locations and other consumers of motor fuel. Also included in the wholesale operations are transmix processing plants and refined products terminals. Transmix is the mixture of various refined products (primarily gasoline and diesel) created in the supply chain (primarily in pipelines and terminals) when various products interface with each other. Transmix processing plants separate this mixture and return it to salable products of gasoline and diesel.
Sunoco LP is the exclusive wholesale supplier of the iconic Sunoco branded motor fuel, supplying an extensive distribution network of approximately 5,335 Sunoco-branded company and third-party operated locations throughout the East Coast, Midwest and Southeast regions of the United States, including approximately 235 company operated Sunoco-branded locations in Texas. Sunoco LP believes it is one of the largest independent motor fuel distributors by gallons in Texas and one of the largest distributors of Chevron, Exxon, and Valero branded motor fuel in the United States. In addition to distributing motor fuels, Sunoco LP also distributes other petroleum products such as propane and lubricating oil, and Sunoco LP receives rental income from real estate that it leases or subleases.
Sunoco LP purchases motor fuel primarily from independent refiners and major oil companies and distribute it across more than 30 states throughout the East Coast, Midwest and Southeast regions of the United States, as well as Hawaii to approximately:
1,345 company-operated convenience stores and fuel outlets;
165 independently operated consignment locations where we sell motor fuel under consignment arrangements to retail customers;

5,550 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
2,130 other commercial customers, including unbranded convenience stores, other fuel distributors, school districts and municipalities and other industrial customers.
Retail Operations
As of December 31, 2016, Sunoco LP’s retail operations operated approximately 1,345 convenience stores and retail fuel outlets. Our retail convenience stores operate under several brands, including Sunoco’s proprietary brands Stripes, APlus, and Aloha Island Mart, and offer a broad selection of food, beverages, snacks, grocery and non-food merchandise, motor fuel and other services. We have company operated sites in more than 20 states, with a significant presence in Texas, Pennsylvania, New York, Florida, Virginia and Hawaii.
As of December 31, 2016, Sunoco LP operated approximately 740 Stripes convenience stores in Texas, New Mexico, Oklahoma and Louisiana. Each store offers a customized merchandise mix based on local customer demand and preferences. Sunoco LP has built approximately 255 large-format convenience stores from January 2000 through December 31, 2016. Sunoco LP has implemented our proprietary, in-house Laredo Taco Company restaurant concept in approximately 470 Stripes convenience stores and intend to implement it in all newly constructed Stripes convenience stores. Sunoco LP also owns and operates ATM and proprietary money order systems in most Stripes stores and provide other services such as lottery, prepaid telephone cards, wireless services and car washes.
As of December 31, 2016, Sunoco LP operated approximately 445 retail convenience stores and fuel outlets, primarily under Sunoco’s proprietary and iconic Sunoco fuel brand, and principally located in Pennsylvania, New York and Florida, including approximately 400 APlus convenience stores. Sunoco Retail's convenience stores offer a broad selection of food, beverages, snacks, grocery, and non-food merchandise, as well as motor fuel and other services such as ATM's, money orders, lottery, prepaid telephone cards, and wireless services.
As of December 31, 2016, Sunoco LP operated approximately 160 MACS and Aloha convenience stores and fuel outlets in Virginia, Maryland, Tennessee, Georgia, and Hawaii offering merchandise, food service, motor fuel and other services. As of December 31, 2016, MACS operated approximately 110 company-operated retail convenience stores and Aloha operated approximately 50 Aloha, Shell, and Mahalo branded fuel stations.
Investment in Lake Charles LNG
Lake Charles LNG provides terminal services for shippers by receiving LNG at the facility for storage and delivering such LNG to shippers, either in liquid state or gaseous state after regasification. Lake Charles LNG derives all of its revenue from a series of long term contracts with a wholly-owned subsidiary of BG Group plc (“BG”).
Lake Charles LNG is currently developing a natural gas liquefaction facility with BG for the export of LNG. In December 2015, Lake Charles LNG received authorization from the FERC to site, construct, and operate facilities for the liquefaction and export of natural gas. On February 15, 2016, Royal Dutch Shell plc completed its acquisition of BG. Shell announced in the second quarter of 2016 that they will delay making a final investment decision (“FID”) for the Lake Charles LNG project and Shell has not advised LCL of any change in the status of the project. In the event that each of LCL and Shell elect to make an affirmative FID, construction of the project would be expected to commence promptly thereafter and first LNG exports would commence about four years later.

Asset Overview
Investment in ETP
The descriptions below include summaries of significant assets within ETP’s operations. Amounts, such as capacities, volumes and miles included in the descriptions below are approximate and are based on information currently available; such amounts are subject to change based on future events or additional information.
The following details the assets in ETP’s operations:
Intrastate Transportation and Storage
The following details pipelines and storage facilities in ETP’s intrastate transportation and storage operations:
Description of Assets Ownership Interest
(%)
 Miles of Natural Gas Pipeline 
Pipeline Throughput Capacity
(Bcf/d)
 
Working Storage Capacity
(Bcf/d)
ET Fuel System 100% 2,780
 5.2
 11.2
Oasis Pipeline 100% 750
 2.3
 
HPL System 100% 3,900
 5.3
 52.5
East Texas Pipeline 100% 460
 2.4
 
RIGS Haynesville Partnership Co. 49.99% 450
 2.1
 
The following information describes ETP’s principal intrastate transportation and storage assets:
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.
The ET Fuel System also includes ETP’s Bethel natural gas storage facility, with a working capacity of 6.0 Bcf, an average withdrawal capacity of 300 MMcf/d and an injection capacity of 75 MMcf/d, and our Bryson natural gas storage facility, with a working capacity of 5.2 Bcf, an average withdrawal capacity of 120 MMcf/d and an average injection capacity of 96 MMcf/d. Storage capacity on the ET Fuel System is contracted to third parties under fee-based arrangements that extend through 2023.
In addition, the ET Fuel System is integrated with ETP’s Godley processing plant which gives ETP the ability to bypass the plant when processing margins are unfavorable by blending the untreated natural gas from the North Texas System with natural gas on the ET Fuel System while continuing to meet pipeline quality specifications.
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.
The Oasis pipeline is integrated with ETP’s Southeast Texas System and is an important component to maximizing our Southeast Texas System’s profitability. The Oasis pipeline enhances the Southeast Texas System by (i) providing access for natural gas on the Southeast Texas System to other third-party supply and market points and interconnecting pipelines and (ii) allowing us to bypass our processing plants and treating facilities on the Southeast Texas System when processing margins are unfavorable by blending untreated natural gas from the Southeast Texas System with gas on the Oasis pipeline while continuing to meet pipeline quality specifications.
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 in Texas including a strong presence in the key Houston Ship Channel and Katy Hub markets, allowing us to play an important role in the Texas natural gas markets. The HPL System also offers its shippers off-system opportunities due to its numerous

interconnections with other pipeline systems, its direct access to multiple market hubs at Katy, the Houston Ship Channel and Agua Dulce, as well as our Bammel storage facility.
The Bammel storage facility has a total working gas capacity of approximately 52.5 Bcf, a peak withdrawal rate of 1.3 Bcf/d and a peak injection rate of 0.6 Bcf/d. The Bammel storage facility is located near the Houston Ship Channel market area and the Katy Hub, and is ideally suited to provide a physical backup for on-system and off-system customers. As of December 31, 2016, ETP had approximately 10.8 Bcf committed under fee-based arrangements with third parties and approximately 36.9 Bcf stored in the facility for ETP’s own account.
The East Texas Pipeline connects three treating facilities, one of which ETP owns, with our 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 our Reed compressor station in Freestone County to our Grimes County compressor station, the 36-inch Katy expansion connecting Grimes to the Katy Hub, and the 42-inch Southeast Bossier pipeline connecting our Cleburne to Carthage pipeline to the HPL System.
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.
Interstate Transportation and Storage
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% 5,325
 3.1
 
Transwestern Pipeline 100% 2,600
 2.1
 
Panhandle Eastern Pipe Line 100% 6,000
 2.8
 83.9
Trunkline Gas Pipeline 100% 2,000
 0.9
 13.0
Tiger Pipeline 100% 195
 2.4
 
Fayetteville Express Pipeline 50% 185
 2.0
 
Sea Robin Pipeline 100% 1,000
 2.0
 
Midcontinent Express Pipeline 50% 500
 1.8
 
Gulf States 100% 10
 0.1
 
The following information describes ETP’s principal interstate transportation and storage assets:
The Florida Gas Transmission Pipeline (“FGT”) is an open-access interstate pipeline system with a mainline capacity of 3.1 Bcf/d and approximately 5,325 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 gas sources from the San Juan Basin and surrounding producing areas can be delivered eastward to Texas intrastate and mid-continent connecting pipelines and natural gas market hubs as well as westward to markets in Arizona, Nevada and California. Transwestern’s Phoenix Lateral Pipeline, with a throughput capacity of 660 MMcf/d, connects the Phoenix area to the Transwestern mainline. Transwestern’s customers include local distribution companies, producers, marketers, electric power generators and industrial end-users.
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 our 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 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.
Midstream
The following details our assets in the midstream operations:
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
 930
Ark-La-Tex Region 1,025
 1,186
North Central Texas Region 740
 1,120
Permian Region 1,743
 1,580
Mid-Continent Region 885
 20
Eastern Region 
 70
The following information describes our principal midstream assets:
South Texas Region:
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 rich gas that flows through ETP’s gathering system to produce residue gas and NGLs. Residue gas is delivered into our intrastate pipelines and NGLs are delivered into ETP’s NGL pipelines to Lone Star.
ETP’s treating facilities remove carbon dioxide and hydrogen sulfide from natural gas gathered into ETP’s system before the natural gas is introduced to transportation pipelines to ensure that the gas meets pipeline quality specifications.
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 one natural gas treating facility with capacity of 930 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.

Ark-La-Tex Region:
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 our 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 our 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.
North Central Texas Region:
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 740 MMcf/d and aggregate treating capacity of 1,120 MMcf/d. The Godley plant is integrated with the ET Fuel System.
Permian Region:
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 our 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 1,418 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.
Mid-Continent Region:
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. Our 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 our 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.
Eastern Region:
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.
Liquids Transportation and Services
The following details ETP’s assets in the liquids transportation and services operations:
Description of Assets Miles of Liquids Pipeline 
Pipeline Throughput Capacity
(Bbls/d)
 
NGL Fractionation / Processing Capacity
(Bbls/d)
 
Working Storage Capacity
(Bbls)
Liquids Pipelines:        
Lone Star Express 532
 507,000
 
 
West Texas Gateway Pipeline 570
 240,000
 
 
Other NGL Pipelines 356
 691,000
 
 
Liquids Fractionation and Services Facilities:        
Mont Belvieu Facilities 185
 42,000
 520,000
 50,000,000
Sea Robin Processing Plant1
 
 
 26,000
 
Refinery Services1
 100
 
 25,000
 
Hattiesburg Storage Facilities 
 
 
 3,000,000
(1)
Additionally, the Sea Robin Processing Plant and Refinery Services have residue capacities of 850 MMcf/d and 54 MMcf/d, respectively.
The following information describes ETP’s principal liquids transportation and services assets:
The Lone Star Express System is an intrastate 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.
Other NGL pipelines include the 127-mile Justice pipeline with capacity of 375,000 Bbls/d, the 45-mile Freedom pipeline with a capacity of 56,000 Bbls/d, the 15-mile Spirit pipeline with a capacity of 20,000 Bbls/d, the 82-mile Rio Bravo crude oil pipeline with a capacity of 100,000 Bbls/d and a 50% interest in the 87-mile Liberty pipeline with a capacity of 140,000 Bbls/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.
Sea Robin is a rich gas processing plant located on the Sea Robin Pipeline in southern Louisiana. The plant, which 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 and O-grade NGL fractionation complex located along the Mississippi River refinery corridor in southern Louisiana that cryogenically processes refinery off-gas and fractionates the O-grade NGL stream into its higher value components. The O-grade fractionator, located in Geismar, Louisiana, is connected by approximately 100 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.
Investment in Sunoco Logistics
The following details the assets in ETP’s investment in Sunoco Logistics:
Crude Oil
Sunoco Logistics’ crude oil operations consist of an integrated set of pipeline, terminalling, and acquisition and marketing assets that service the movement of crude oil from producers to end-user markets.
Crude Oil Pipelines
Sunoco Logistics’ crude oil pipelines consist of approximately 6,100 miles of crude oil trunk and gathering pipelines in the southwest and midwest United States, including Sunoco Logistics’ wholly-owned interests in West Texas Gulf and Permian Express Terminal LLC (“PET”), and a controlling financial interest in Mid-Valley Pipeline Company ("Mid-Valley"). Additionally, Sunoco Logistics has equity ownership interests in two crude oil pipelines. Sunoco Logistics’ pipelines provide access to several trading hubs, including the largest trading hub for crude oil in the United States located in Cushing, Oklahoma, and other trading hubs located in Midland, Colorado City and Longview, Texas. Sunoco Logistics’ crude oil pipelines also deliver to and connect with other pipelines that deliver crude oil to a number of refineries.
Southwest United States Pipelines. The Southwest pipelines include crude oil trunk pipelines and crude oil gathering pipelines in Texas and Oklahoma. This includes the Permian Express 2 pipeline project which provides takeaway capacity from the Permian Basin, with origins in multiple locations in Western Texas: Midland, Garden City and Colorado City. Sunoco Logistics’ fourth quarter 2016 acquisition of a West Texas crude oil system from Vitol Inc. and the remaining ownership interest in PET facilitates connection of its Permian Express 2 pipeline to terminal assets in Midland and Garden City, Texas.
In the third quarter 2016, Sunoco Logistics commenced operations on the Delaware Basin Extension and Permian Longview and Louisiana Extension pipeline projects. The Delaware Basin Extension pipeline project provides shippers with new takeaway capacity from the rapidly growing Delaware Basin area in New Mexico and West Texas to Midland, Texas. The project has initial capacity to transport approximately 100,000 Bbls/d. The Permian Longview and Louisiana Extension pipeline project provides takeaway capacity for approximately 100,000 Bbls/d additional out of the Permian Basin at Midland, Texas to be transported to the Longview, Texas area as well as destinations in Louisiana utilizing a combination of our proprietary crude oil system as well as third-party pipelines.
Sunoco Logistics owns and operates crude oil pipeline and gathering systems in Oklahoma. Sunoco Logistics has the ability to deliver substantially all of the crude oil gathered on its Oklahoma system to Cushing. Sunoco Logistics is one of the largest purchasers of crude oil from producers in the state, and its crude oil acquisition and marketing activities business is the primary shipper on its Oklahoma crude oil system.
Midwest United States Pipelines. Sunoco Logistics owns a controlling financial interest in 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.
In addition, Sunoco Logistics owns a crude oil pipeline that runs from Marysville, Michigan to Toledo, Ohio, and a truck injection point for local production at Marysville. This pipeline receives crude oil from the Enbridge pipeline system for delivery to refineries located in Toledo, Ohio and to Marathon Petroleum Corporation’s Samaria, Michigan tank farm, which supplies its refinery in Detroit, Michigan.

Crude Oil Terminals
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 barrels in approximately 150 above ground storage tanks with individual capacities of up to 660,000 Bbls.
The Nederland terminal can receive crude oil at each of its five ship docks and four barge berths. The five ship docks are capable of receiving over 2 million Bbls/d of crude oil. In addition to Sunoco Logistics’ crude oil pipelines, the terminal can also receive crude oil through a number of other pipelines, including the DOE. The DOE pipelines connect the terminal to the United States Strategic Petroleum Reserve’s West Hackberry caverns at Hackberry, Louisiana and Big Hill near Winnie, Texas, which have an aggregate storage capacity of approximately 395 million barrels.
The Nederland Terminal can deliver crude oil and other petroleum products via pipeline, barge and ship. The terminal has two ship docks and three barge berths that are capable of delivering crude oils for international transport. In total, the terminal is capable of delivering over 2 million Bbls/d of crude oil to Sunoco Logistics’ crude oil pipelines or a number of third-party pipelines including the DOE. The Nederland terminal generates crude oil revenues primarily by providing term or spot storage services and throughput capabilities to a number of customers.
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.
The Fort Mifflin terminal contains two ship docks with freshwater drafts and a total storage capacity of approximately 570,000 Bbls. Crude oil and some refined products enter the Fort Mifflin terminal primarily from marine vessels on the Delaware River. One Fort Mifflin dock is designed to handle crude oil from very large crude carrier-class tankers and smaller crude oil vessels. The other dock can accommodate only smaller crude oil vessels.
The Hog Island wharf is located next to the Fort Mifflin terminal on the Delaware River and receives crude oil via two ship docks, one of which can accommodate crude oil tankers and smaller crude oil vessels, and the other of which can accommodate some smaller crude oil vessels.
The Darby Creek tank farm is a primary crude oil storage terminal for the Philadelphia refinery, which is operated by PES under a joint venture with Sunoco, Inc. This facility has a total storage capacity of approximately 3 million barrels. Darby Creek receives crude oil from the Fort Mifflin terminal and Hog Island wharf via Sunoco Logistics’ pipelines. The tank farm then stores the crude oil and transports it to the PES refinery via Sunoco Logistics’ pipelines.
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 barrels and can receive crude oil via barge and rail and deliver via 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 barrels of crude oil storage, a combined 14 lanes of truck loading and unloading, and will provide access to the Permian Express 2 transportation system.
Crude Oil Acquisition and Marketing
Sunoco Logistics’ crude oil acquisition and marketing activities include the gathering, purchasing, marketing and selling of crude oil primarily in the mid-continent United States. The operations are conducted using Sunoco Logistics’ assets, which include approximately 370 crude oil transport trucks and approximately 150 crude oil truck unloading facilities, as well as third-party truck, rail and marine assets. Specifically, the crude oil acquisition and marketing activities include:
purchasing crude oil at both the wellhead from producers, and in bulk from aggregators at major pipeline interconnections and trading locations;
storing inventory during contango market conditions (when the price of crude oil for future delivery is higher than current prices);

buying and selling crude oil of different grades, at different locations in order to maximize value;
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
marketing crude oil to major integrated oil companies, independent refiners and resellers through various types of sale and exchange transactions.
In November 2016, Sunoco Logistics purchased a crude oil acquisition and marketing business from Vitol, with operations based in the Permian Basin, Texas. Included in the acquisition was a significant acreage dedication from an investment-grade Permian producer.
Natural Gas Liquids
Sunoco Logistics’ natural gas liquids operations transport, store, and execute acquisition and marketing activities utilizing an integrated network of pipeline assets, storage and blending facilities, and strategic off-take locations that provide access to multiple NGL markets.
NGL Pipelines
Sunoco Logistics owns approximately 900 miles of NGLs pipelines, primarily related to the Mariner systems in the northeast and southwest United States.
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 our 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 345,000 Bbls/d for interstate and intrastate propane, ethane and butane service, and is expected to commence operations in the third quarter of 2017.
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 Sunoco Logistics’ marine terminal in Nederland, Texas. The pipeline has a capacity of approximately 200,000 Bbls/d and can be scaled depending on shipper interest.
The Mariner West pipeline provides transportation of ethane products from the Marcellus shale processing and fractionating areas in Houston, Texas, Pennsylvania to Marysville, Michigan and the Canadian border. Mariner West commenced operations in the fourth quarter 2013, with capacity to transport approximately 50,000 Bbls/d of NGLs and other products.
NGLs Terminals
Nederland. In addition to crude oil activities, the Nederland terminal also provides approximately 1 million barrels 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 delivered via ship.
Marcus Hook Industrial Complex. In 2013, Sunoco Logistics acquired Sunoco, Inc.’s Marcus Hook Industrial Complex. The acquisition included terminalling and storage assets, with a capacity of approximately 3 million barrels of NGL storage capacity in underground caverns, and related commercial agreements. The facility can receive NGLs 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.
Inkster. The Inkster terminal, located near Detroit, Michigan, consists of multiple salt caverns with a total storage capacity of approximately 1 million barrels of NGLs. Sunoco Logistics 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.
NGLs Acquisition & Marketing
Sunoco Logistics’ NGLs acquisition and marketing activities include the acquisition, blending, marketing and selling of such products at Sunoco Logistics’ various terminals and third-party facilities.

Refined Products
Sunoco Logistics’ refined products operations provide transportation and terminalling services using an integrated network of pipeline assets and refined products terminals, which are also utilized to facilitate acquisition and marketing activities. The operations also include equity ownership interests in four refined products pipelines.
Refined Products Pipelines
Sunoco Logistics owns and operates approximately 1,800 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 Sunoco Logistics’ 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.
Refined Products Terminals
Refined Products. Sunoco Logistics has approximately 40 refined products terminals with an aggregate storage capacity of approximately 8 million barrels 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.
Eagle Point. In additional 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 barrels, and provides customers with access to the facility via barge and pipeline. The terminal can deliver via 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.
Marcus Hook Industrial Complex. The Marcus Hook Industrial Complex can receive refined products via marine vessel, pipeline, truck and rail, and can deliver via marine vessel, pipeline and truck. The terminal has a total active refined products storage capacity of approximately 2 million barrels.
Marcus Hook Tank Farm. The Marcus Hook Tank Farm has a total refined products storage capacity of approximately 2 million barrels 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 Sunoco Logistics’ refined products pipelines.
Refined Products Acquisition and Marketing
Sunoco Logistics’ refined products acquisition and marketing activities include the acquisition, marketing and selling of bulk refined products such as gasoline products and distillates. These activities utilize Sunoco Logistics’ refined products pipeline and terminal assets, as well as third-party assets and facilities.
All Other
Equity Method Investments
Sunoco LP. ETP has an equity method investment in limited partnership units of Sunoco LP consisting of 43.5 million units, representing 44.3% of Sunoco LP’s total outstanding common units.
PES. ETP has a non-controlling interest in PES, comprising 33% of PES’ outstanding common units.

Contract Services Operations
ETP 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. ETP’s contract treating services are primarily located in Texas, Louisiana and Arkansas.
Compression
ETP owns all of the outstanding equity interests of a natural gas compression equipment business with operations in Arkansas, California, Colorado, Louisiana, New Mexico, Oklahoma, Pennsylvania and Texas.
ETP owns 100% of the membership interests of ETG, which owns all of the partnership interests of ETT. ETT provides compression services to customers engaged in the transportation of natural gas, including ETP’s other operations.
Natural Resources Operations
ETP’s Natural Resources operations primarily involve the management and leasing of coal properties and the subsequent collection of royalties. ETP also earns revenues from other land management activities, such as selling standing timber, leasing fee-based coal-related infrastructure facilities to certain lessees and end-user industrial plants, collecting oil and gas royalties and from coal transportation, or wheelage fees. As of December 31, 2016, ETP owned or controlled approximately 772 million tons of proven and probable coal reserves in central and northern Appalachia, properties in eastern Kentucky, Tennessee, southwestern Virginia and southern West Virginia, and in the Illinois Basin, properties in southern Illinois, Indiana, and western Kentucky and as the operator of end-user coal handling facilities. ETP’s subsidiary, Materials Handling Solutions, LLC, owns and operates facilities for industrial customers on a fee basis. During 2014, ETP’s coal reserves located in the San Juan basin were depleted and ETP’s associated coal royalties revenues ceased.
Liquefaction Project
LCL, an entity whose parent is owned 60% by ETE and 40% by ETP, is in the process of developing the liquefaction project in conjunction with BG pursuant to a project development agreement entered into in September 2013 and scheduled to expire at the end of February 2017, subject to the partner right to mutually extend the term. Pursuant to this agreement, each of LCL and BG are obligated to pay 50% of the development expenses for the liquefaction project, subject to reimbursement by the other party if such party withdraws from the project prior to both parties making an affirmative FID to become irrevocably obligated to fully develop the project, subject to certain exceptions. The liquefaction project is expected to consist of three LNG trains with a combined design nameplate outlet capacity of 16.2 metric tonnes per annum. Once completed, the liquefaction project will enable LCL to liquefy domestically produced natural gas and export it as LNG. By adding the new liquefaction facility and integrating with the existing LNG regasification/import facility, the enhanced facility will become a bi-directional facility capable of exporting and importing LNG. BG is the sole customer for the existing regasification facility and is obligated to pay reservation fees for 100% of the regasification capacity regardless of whether it actually utilizes such capacity pursuant to a regasification services agreement that terminates in 2030. The liquefaction project will be constructed on 440 acres of land, of which 80 acres are owned by Lake Charles LNG and the remaining acres are to be leased by LCL under a long-term lease from the Lake Charles Harbor and Terminal District.
As currently provided in the Project Development Agreement, the construction of the liquefaction project is subject to each of LCL and BG making an affirmative FID to proceed with the project, which decision is in the sole discretion of each party. In the event an affirmative FID is made by both parties, LCL and BG will enter into several agreements related to the project, including a liquefaction services agreement pursuant to which BG will pay LCL for liquefaction services on a tolling basis for a minimum 25-year term with evergreen extension options for 20 years. In addition, a subsidiary of BG, a highly experienced owner and operator of LNG facilities, would oversee construction of the liquefaction facility and, upon completion of construction, manage the operations of the liquefaction facility on behalf of LCL. In the event that each of LCL and BG elect to make an affirmative FID, construction of the liquefaction project would commence promptly thereafter, and the first train would be expected to be placed in service about four years later.
The export of LNG produced by the liquefaction project from the U.S. will be undertaken under long-term export authorizations issued by the DOE to Lake Charles Exports, LLC (“LCE”), which is currently a jointly owned subsidiary of BG and ETP and following FID, will be 100% owned by BG. In July 2011, LCE obtained a DOE authorization to export LNG to countries with which the U.S. has or will have Free Trade Agreements (“FTA”) for trade in natural gas (the “FTA Authorization”). In August 2013, LCE obtained a conditional DOE authorization to export LNG to countries that do not have an FTA for trade in natural gas (the “Non-FTA Authorization”). The FTA Authorization and Non-FTA Authorization have 25- and 20-year terms, respectively. In January 2013, LCL filed for a secondary, non-cumulative FTA and Non-FTA Authorization to be held by LCL. FTA Authorization was granted in March 2013 and the Non-FTA Authorization was granted in July 2016.

ETP has received wetlands permits from the U.S. Army Corps of Engineers (“USACE”) to perform wetlands mitigation work and to perform modification and dredging work for the temporary and permanent dock facilities at the Lake Charles LNG facilities.
Investment in Sunoco LP
The following details the assets of Sunoco LP:
Wholesale Subsidiaries
Susser Petroleum Operating Company LLC, a Delaware limited liability company, distributes motor fuel, propane and lubricating oils to Stripes’ retail locations, consignment locations, and third party customers in Texas, New Mexico, Oklahoma, Louisiana, and Kansas.
Sunoco LLC, a Delaware limited liability company, primarily distributes motor fuel across more than 26 states throughout the East Coast, Midwest, 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, TX metroplex.
Southside Oil, LLC, a Virginia limited liability company, distributes motor fuel primarily in Virginia, Maryland, Tennessee, and Georgia.
Aloha Petroleum LLC, a Delaware limited liability company, distributes motor fuel and operates terminal facilities on the Hawaiian Islands.
Retail Subsidiaries
Susser Petroleum Property Company LLC , a Delaware limited liability company, primarily owns and leases convenience store properties.
Susser Holdings Corporation, 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.
As of December 31, 2016, Sunoco LP’s retail operations operated approximately 1,345 convenience stores and retail fuel outlets. Sunoco LP’s retail convenience stores operate under several brands, including our proprietary brands Stripes, APlus, and Aloha Island Mart, and offer a broad selection of food, beverages, snacks, grocery and non-food merchandise, motor fuel and other services. Sunoco LP has company operated sites in more than 20 states, with a significant presence in Texas, Pennsylvania, New York, Florida, Virginia and Hawaii.
As of December 31, 2016, Sunoco LP operated 740 Stripes convenience stores in Texas, New Mexico and Oklahoma. Each store offers a customized merchandise mix based on local customer demand and preferences. To further differentiate its merchandise offering, Stripes has developed numerous proprietary offerings and private label items unique to Stripes stores, including Laredo Taco Company® restaurants, Café de la Casa® custom blended coffee, Slush Monkey® frozen carbonated beverages, Quake® energy drink, Smokin’ Barrel® beef jerky and meat snacks, Monkey Loco® candies, Monkey Juice® and Royal® brand cigarettes. Stripes has built approximately 255 large-format convenience stores from January 2000 through December 31, 2016 and expects to construct and open 5 to 10 stores during 2017. Stripes has implemented its proprietary, in-house Laredo Taco Company restaurant concepts in over 470 Stripes convenience stores and intends to implement it in all newly constructed Stripes convenience stores. Stripes also owns and operates ATM and proprietary money order systems in most of its stores and also provides other services such as lottery, prepaid telephone cards, wireless services and car washes.
As of December 31, 2016, Sunoco LP operated approximately 445 retail convenience stores and fuel outlets, primarily under Sunoco’s proprietary and iconic Sunoco fuel brand, and principally located in Pennsylvania, New York and Florida, including approximately 400 APlus convenience stores. Sunoco Retail's convenience stores offer a broad selection of food, beverages, snacks, grocery, and non-food merchandise, as well as motor fuel and other services such as ATM's, money orders, lottery, prepaid telephone cards, and wireless services.
As of December 31, 2016, Sunoco LP operated approximately 160 MACS and Aloha convenience stores and fuel outlets in Virginia, Maryland, Tennessee, Georgia, and Hawaii offering merchandise, food service, motor fuel and other services. As of December

31, 2016, MACS operated 110 company-operated retail convenience stores and Aloha operated 50 Aloha, Shell, and Mahalo branded fuel stations.
Investment in Lake Charles LNG
Regasification Facility
Lake Charles LNG, a wholly-owned subsidiary of ETE, owns a LNG import terminal and regasification facility located on Louisiana’s Gulf Coast near Lake Charles, Louisiana. The import terminal has approximately 9.0 Bcf of above ground LNG storage capacity and the regasification facility has a run rate send out capacity of 1.8 Bcf/day.
Liquefaction Project
LCL, an entity owned 60% by ETE and 40% by ETP, is in the process of developing the liquefaction project in conjunction with BG pursuant to a project development agreement entered into in September 2013 and scheduled to expire at the end of February 2017, subject to the parties’ right to mutually extend the term. Pursuant to this agreement, each of LCL and BG are obligated to pay 50% of the development expenses for the liquefaction project, subject to reimbursement by the other party if such party withdraws from the project prior to both parties making an affirmative FID to become irrevocably obligated to fully develop the project, subject to certain exceptions. The liquefaction project is expected to consist of three LNG trains with a combined design nameplate outlet capacity of 16.2 metric tonnes per annum. Once completed, the liquefaction project will enable LCL to liquefy domestically produced natural gas and export it as LNG. By adding the new liquefaction facility and integrating with the existing LNG regasification/import facility, the enhanced facility will become a bi-directional facility capable of exporting and importing LNG. BG is the sole customer for the existing regasification facility and is obligated to pay reservation fees for 100% of the regasification capacity regardless of whether it actually utilizes such capacity pursuant to a regasification services agreement that terminates in 2030. The liquefaction project is expected to be constructed on 440 acres of land, of which 80 acres are owned by Lake Charles LNG and the remaining acres are to be leased by LCL under a long-term lease from the Lake Charles Harbor and Terminal District.
Ac currently provided in the project development agreement, the construction of the liquefaction project is subject to each of LCL and BG making an affirmative FID to proceed with the project, which decision is in the sole discretion of each party. In the event an affirmative FID is made by both parties, LCL and BG will enter into several agreements related to the project, including a liquefaction services agreement pursuant to which BG will pay LCL for liquefaction services on a tolling basis for a minimum 25-year term with evergreen extension options for 20 years. In addition, a subsidiary of BG, a highly experienced owner and operator of LNG facilities, would oversee construction of the liquefaction facility and, upon completion of construction, manage the operations of the liquefaction facility on behalf of LCL. In the event that each of LCL and BG will make an affirmative FID in 2017, construction of the liquefaction project would commence immediately thereafter in order to place the first and second LNG trains in service in 2022 and the train in service in early 2023.
The export of LNG produced by the liquefaction project from the U.S. will be undertaken under long-term export authorizations issued by the DOE to Lake Charles Exports, LLC (“LCE”), which is currently a jointly owned subsidiary of BG and ETP and following FID, will be 100% owned by BG. In July 2011, LCE obtained a DOE authorization to export LNG to countries with which the U.S. has or will have Free Trade Agreements (“FTA”) for trade in natural gas (the “FTA Authorization”). In August 2013, LCE obtained a conditional DOE authorization to export LNG to countries that do not have an FTA for trade in natural gas (the “Non-FTA Authorization”). The FTA Authorization and Non-FTA Authorization have 25- and 20-year terms, respectively. In January 2013, LCL filed for a secondary, non-cumulative FTA and Non-FTA Authorization to be held by LCL. FTA Authorization was granted in March 2013 and we expect the DOE to issue the Non-FTA Authorization to LCL in due course.
In addition, we have received our wetlands permits from the U.S. Army Corps of Engineers (“USACE”) to perform wetlands mitigation work and to perform modification and dredging work for the temporary and permanent dock facilities at the Lake Charles LNG facilities.
Competition
Natural Gas
The business of providing natural gas gathering, compression, treating, transporting, storing and marketing services is highly competitive. Since pipelines are generally the only practical mode of transportation for natural gas over land, the most significant competitors of our transportation and storage operations are other pipelines. Pipelines typically compete with each other based on location, capacity, price and reliability.
We face competition with respect to retaining and obtaining significant natural gas supplies under terms favorable to us for the gathering, treating and marketing portions of our business. Our competitors include major integrated oil companies, interstate

and intrastate pipelines and companies that gather, compress, treat, process, transport and market natural gas. Many of our competitors, such as major oil and gas and pipeline companies, have capital resources and control supplies of natural gas substantially greater than ours.
In marketing natural gas, we have numerous competitors, including marketing affiliates of interstate pipelines, major integrated oil companies, and local and national natural gas gatherers, brokers and marketers of widely varying sizes, financial resources and experience. Local utilities and distributors of natural gas are, in some cases, engaged directly, and through affiliates, in marketing activities that compete with our marketing operations.
NGL
In markets served by our NGL pipelines, we face competition with other pipeline companies, including those affiliated with major oil, petrochemical and natural gas companies, and barge, rail and truck fleet operations. In general, our NGL pipelines compete with these entities in terms of transportation fees, reliability and quality of customer service. We face competition with other storage facilities based on fees charged and the ability to receive and distribute the customer’s products. We compete with a number of NGL fractionators in Texas and Louisiana. Competition for such services is primarily based on the fractionation fee charged.
Crude Oil and Products
In markets served by our products and crude oil pipelines, we face competition with other pipelines. Generally, pipelines are the lowest cost method for long-haul, overland movement of products and crude oil. Therefore, the most significant competitors for large volume shipments in the areas served by our pipelines are other pipelines. In addition, pipeline operations face competition from trucks that deliver products in a number of areas that our pipeline operations serve. While their costs may not be competitive for longer hauls or large volume shipments, trucks compete effectively for incremental and marginal volume in many areas served by our pipelines.
We also face competition among common carrier pipelines carrying crude oil. This competition is based primarily on transportation charges, access to crude oil supply and market demand. Similar to pipelines carrying products, the high capital costs deter competitors for the crude oil pipeline systems from building new pipelines. Competitive factors in crude oil purchasing and marketing include price and contract flexibility, quantity and quality of services, and accessibility to end markets.
Our refined product terminals compete with other independent terminals with respect to price, versatility and services provided. The competition primarily comes from integrated petroleum companies, refining and marketing companies, independent terminal companies and distribution companies with marketing and trading operations.
Wholesale Fuel Distribution and Retail Marketing
In our wholesale fuel distribution business, we compete primarily with other independent motor fuel distributors. The markets for distribution of wholesale motor fuel and the large and growing convenience store industry are highly competitive and fragmented, which results in narrow margins. We have numerous competitors, some of which may have significantly greater resources and name recognition than we do. Significant competitive factors include the availability of major brands, customer service, price, range of services offered and quality of service, among others. We rely on our ability to provide value-added and reliable service and to control our operating costs in order to maintain our margins and competitive position.
In our retail business, we face strong competition in the market for the sale of retail gasoline and merchandise. Our competitors include service stations of large integrated oil companies, independent gasoline service stations, convenience stores, fast food stores, supermarkets, drugstores, dollar stores, club stores and other similar retail outlets, some of which are well-recognized national or regional retail systems. The number of competitors varies depending on the geographical area. It also varies with gasoline and convenience store offerings. The principal competitive factors affecting our retail marketing operations include gasoline and diesel acquisition costs, site location, product price, selection and quality, site appearance and cleanliness, hours of operation, store safety, customer loyalty and brand recognition. We compete by pricing gasoline competitively, combining our retail gasoline business with convenience stores that provide a wide variety of products, and using advertising and promotional campaigns.
Credit Risk and Customers
Credit risk refers to the risk that a counterparty may default on its contractual obligations resulting in a loss to the Partnership. Credit policies have been approved and implemented to govern the Partnership’s portfolio of counterparties with the objective of mitigating credit losses. These policies establish guidelines, controls and limits to manage credit risk within approved tolerances by mandating an appropriate evaluation of the financial condition of existing and potential counterparties, monitoring agency credit ratings, and by implementing credit practices that limit exposure according to the risk profiles of the counterparties.

Furthermore, the Partnership may, at times, require collateral under certain circumstances to mitigate credit risk as necessary. The Partnership also uses industry standard commercial agreements which allow for the netting of exposures associated with transactions executed under a single commercial agreement. Additionally, we utilize master netting agreements to offset credit exposure across multiple commercial agreements with a single counterparty or affiliated group of counterparties.
The Partnership’s counterparties consist of a diverse portfolio of customers across the energy industry, including petrochemical companies, commercial and industrials, oil and gas producers, municipalities, gas and electric utilities, midstream companies, independent power generators and fuel distributors. Our overall exposure may be affected positively or negatively by macroeconomic or regulatory changes that impact our counterparties to one extent or another. Currently, management does not anticipate a material adverse effect in our financial position or results of operations as a consequence of counterparty non-performance.
Natural gas transportation and midstream revenues are derived significantly from companies that engage in exploration and production activities. The discovery and development of new shale formations across the United States has created an abundance of natural gas and crude oil resulting in a negative impact on prices in recent years for natural gas and crude oil. As a result, some of our exploration and production customers have been adversely impacted; however, we are monitoring these customers and mitigating credit risk as necessary.
During the year ended December 31, 2016, none of our customers individually accounted for more than 10% of our consolidated revenues.
Regulation of Interstate Natural Gas Pipelines.The FERC has broad regulatory authority over the business and operations of interstate natural gas pipelines. Under the Natural Gas Act (“NGA”), the FERC generally regulates the transportation of natural gas in interstate commerce. For FERC regulatory purposes, “transportation” includes natural gas pipeline transmission (forwardhauls and backhauls), storage and other services. The Florida Gas Transmission, Transwestern, Panhandle Eastern, Trunkline Gas, Tiger, Fayetteville Express, Sea Robin, Gulf States and Midcontinent Express pipelines transport natural gas in interstate commerce and thus each qualifies as a “natural-gas company” under the NGA subject to the FERC’s regulatory jurisdiction. We also hold certain natural gas storage facilities that are subject to the FERC’s regulatory oversight under the NGA.
The FERC’s NGA authority includes the power to:
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.
Under the NGA, interstate natural gas companies must charge rates that are just and reasonable. In addition, the NGA prohibits natural gas companies from unduly preferring or unreasonably discriminating against any person with respect to pipeline rates or terms and conditions of service.
The maximum rates to be charged by NGA-jurisdictional natural gas companies and their terms and conditions for service are required to be on file with the FERC. Most natural gas companies are authorized to offer discounts from their FERC-approved maximum just and reasonable rates when competition warrants such discounts. Natural gas companies are also generally permitted to offer negotiated rates different from rates established in their tariff if, among other requirements, such companies’ tariffs offer a cost-based recourse rate available to a prospective shipper as an alternative to the negotiated rate. Natural gas companies must make offers of rate discounts and negotiated rates on a basis that is not unduly discriminatory. Existing tariff rates may be challenged by complaint or on FERC’s own motion, and if found unjust and unreasonable, may be altered on a prospective basis from no earlier than the date of the complaint or initiation of a proceeding by the FERC. The FERC must also approve all rate changes. We cannot guarantee that the FERC will allow us to charge rates that fully recover our costs or continue to pursue its approach of pro-competitive policies.

For two of our NGA-jurisdictional natural gas companies, Tiger and Fayetteville Express, the large majority of capacity in those pipelines is subscribed for lengthy terms under FERC-approved negotiated rates.  However, as indicated above, cost-based recourse rates are also offered under their respective tariffs.

Pursuant to the FERC’s rules promulgated under the Energy Policy Act of 2005, it is unlawful for any entity, directly or indirectly, in connection with the purchase or sale of electric energy or natural gas or the purchase or sale of transmission or transportation services subject to FERC jurisdiction: (i) to defraud using any device, scheme or artifice; (ii) to make any untrue statement of material fact or omit a material fact; or (iii) to engage in any act, practice or course of business that operates or would operate as a fraud or deceit. The Commodity Futures Trading Commission (“CFTC”) also holds authority to monitor certain segments of the physical and futures energy commodities market pursuant to the Commodity Exchange Act (“CEA”). With regard to our physical purchases and sales of natural gas, NGLs or other energy commodities; our gathering or transportation of these energy commodities; and any related hedging activities that we undertake, we are required to observe these anti-market manipulation laws and related regulations enforced by the FERC and/or the CFTC. These agencies hold substantial enforcement authority, including the ability to assess or seek civil penalties of up to approximately $1 million per day per violation, to order disgorgement of profits and to recommend criminal penalties. Should we violate the anti-market manipulation laws and regulations, we could also be subject to related third-party damage claims by, among others, sellers, royalty owners and taxing authorities.
Failure to comply with the NGA, the Energy Policy Act of 2005, the CEA and the other federal laws and regulations governing our operations and business activities can result in the imposition of administrative, civil and criminal remedies.
Regulation of Intrastate Natural Gas and NGL Pipelines.  Intrastate transportation of natural gas and NGLs is largely regulated by the state in which such transportation takes place. To the extent that our intrastate natural gas transportation systems transport natural gas in interstate commerce, the rates and terms and conditions of such services are subject to FERC jurisdiction under Section 311 of the Natural Gas Policy Act (“NGPA”). The NGPA regulates, among other things, the provision of transportation services by an intrastate natural gas pipeline on behalf of a local distribution company or an interstate natural gas pipeline. The rates and terms and conditions of some transportation and storage services provided on the Oasis pipeline, HPL System, East Texas pipeline and ET Fuel System are subject to FERC regulation pursuant to Section 311 of the NGPA. Under Section 311, rates charged for intrastate transportation must be fair and equitable, and amounts collected in excess of fair and equitable rates are subject to refund with interest. The terms and conditions of service set forth in the intrastate facility’s statement of operating conditions are also subject to FERC review and approval. Should the FERC determine not to authorize rates equal to or greater than our currently approved Section 311 rates, our business may be adversely affected. Failure to observe the service limitations applicable to transportation and storage services under Section 311, failure to comply with the rates approved by the FERC for Section 311 service, and failure to comply with the terms and conditions of service established in the pipeline’s FERC-approved statement of operating conditions could result in an alteration of jurisdictional status, and/or the imposition of administrative, civil and criminal remedies.
Our intrastate natural gas operations are also subject to regulation by various agencies in Texas, principally the TRRC. Our intrastate pipeline and storage operations in Texas are also subject to the Texas Utilities Code, as implemented by the TRRC. Generally, the TRRC is vested with authority to ensure that rates, operations and services of gas utilities, including intrastate pipelines, are just and reasonable and not discriminatory. The rates we charge for transportation services are deemed just and reasonable under Texas law unless challenged in a customer or TRRC complaint. We cannot predict whether such a complaint will be filed against us or whether the TRRC will change its regulation of these rates. Failure to comply with the Texas Utilities Code can result in the imposition of administrative, civil and criminal remedies.
Our NGL pipelines and operations may also be or become subject to state public utility or related jurisdiction which could impose additional safety and operational regulations relating to the design, siting, installation, testing, construction, operation, replacement and management of NGL gathering facilities. In addition, the rates, terms and conditions for shipments of NGLs on our pipelines are subject to regulation by FERC under the Interstate Commerce Act (“ICA”) and the Energy Policy Act of 1992 (the “EPAct of 1992”) if the NGLs are transported in interstate or foreign commerce whether by our pipelines or other means of transportation. Since we do not control the entire transportation path of all NGLs shipped on our pipelines, FERC regulation could be triggered by our customers’ transportation decisions.
Regulation of Sales of Natural Gas and NGLs.The price at which we buy and sell natural gas currently is not subject to federal regulation and, for the most part, is not subject to state regulation. The price at which we sell NGLs is not subject to federal or state regulation.
To the extent that we enter into transportation contracts with natural gas pipelines that are subject to FERC regulation, we are subject to FERC requirements related to the use of such capacity. Any failure on our part to comply with the FERC’s regulations and policies, or with an interstate pipeline’s tariff, could result in the imposition of civil and criminal penalties.
Our sales of natural gas are affected by the availability, terms and cost of pipeline transportation. As noted above, the price and terms of access to pipeline transportation are subject to extensive federal and state regulation. The FERC is continually proposing and implementing new rules and regulations affecting those operations of the natural gas industry. These initiatives also may affect the intrastate transportation of natural gas under certain circumstances. The stated purpose of many of these regulatory changes

is to promote competition among the various sectors of the natural gas industry and these initiatives generally reflect more light-handed regulation. We cannot predict the ultimate impact of these regulatory changes to our natural gas marketing operations, and we note that some of the FERC’s regulatory changes may adversely affect the availability and reliability of interruptible transportation service on interstate pipelines. We do not believe that we will be affected by any such FERC action in a manner that is materially different from other natural gas marketers with whom we compete.
Regulation of Gathering Pipelines.  Section 1(b) of the NGA exempts natural gas gathering facilities from the jurisdiction of the FERC under the NGA. We own a number of natural gas pipelines in Texas, Louisiana and West Virginia that we believe meet the traditional tests the FERC uses to establish a pipeline’s status as a gathering pipeline not subject to FERC jurisdiction. However, the distinction between FERC-regulated transmission services and federally unregulated gathering services has been the subject of substantial litigation and varying interpretations, so the classification and regulation of our gathering facilities could be subject to change based on future determinations by the FERC, the courts and Congress. State regulation of gathering facilities generally includes various safety, environmental and, in some circumstances, nondiscriminatory take requirements and complaint-based rate regulation.
In Texas, our gathering facilities are subject to regulation by the TRRC under the Texas Utilities Code in the same manner as described above for our intrastate pipeline facilities. Louisiana’s Pipeline Operations Section of the Department of Natural Resources’ Office of Conservation is generally responsible for regulating intrastate pipelines and gathering facilities in Louisiana and has authority to review and authorize natural gas transportation transactions and the construction, acquisition, abandonment and interconnection of physical facilities.
Historically, apart from pipeline safety, Louisiana has not acted to exercise this jurisdiction respecting gathering facilities. In Louisiana, our Chalkley System is regulated as an intrastate transporter, and the Louisiana Office of Conservation has determined that our Whiskey Bay System is a gathering system.
We are subject to state ratable take and common purchaser statutes in all of the states in which we operate. The ratable take statutes generally require gatherers to take, without undue discrimination, natural gas production that may be tendered to the gatherer for handling. Similarly, common purchaser statutes generally require gatherers to purchase without undue discrimination as to source of supply or producer. These statutes are designed to prohibit discrimination in favor of one producer over another producer or one source of supply over another source of supply. These statutes have the effect of restricting the right of an owner of gathering facilities to decide with whom it contracts to purchase or transport natural gas.
Natural gas gathering may receive greater regulatory scrutiny at both the state and federal levels. For example, the TRRC has approved changes to its regulations governing transportation and gathering services performed by intrastate pipelines and gatherers, which prohibit such entities from unduly discriminating in favor of their affiliates. Many of the producing states have adopted some form of complaint-based regulation that generally allows natural gas producers and shippers to file complaints with state regulators in an effort to resolve grievances relating to natural gas gathering access and rate discrimination allegations. Our gathering operations could be adversely affected should they be subject in the future to the application of additional or different state or federal regulation of rates and services. Our gathering operations also may be or become subject to safety and operational regulations relating to the design, installation, testing, construction, operation, replacement and management of gathering facilities. Additional rules and legislation pertaining to these matters are considered or adopted from time to time. We cannot predict what effect, if any, such changes might have on our operations, but the industry could be required to incur additional capital expenditures and increased costs depending on future legislative and regulatory changes.
Regulation of Interstate Crude Oil, NGL and Products Pipelines. Interstate common carrier pipeline operations are subject to rate regulation by the FERC under the Interstate Commerce Act (“ICA”), the Energy Policy Act of 1992 (the “EPAct of 1992”), and related rules and orders. The ICA requires that tariff rates for petroleum pipelines be “just and reasonable” and not unduly discriminatory and that such rates and terms and conditions of service be filed with the FERC. This statute also permits interested persons to challenge proposed new or changed rates. The FERC is authorized to suspend the effectiveness of such rates for up to seven months, though rates are typically not suspended for the maximum allowable period. If the FERC finds that the new or changed rate is unlawful, it may require the carrier to pay refunds for the period that the rate was in effect. The FERC also may investigate, upon complaint or on its own motion, rates that are already in effect and may order a carrier to change its rates prospectively. Upon an appropriate showing, a shipper may obtain reparations for damages sustained for a period of up to two years prior to the filing of a complaint.
The FERC generally has not investigated interstate rates on its own initiative when those rates, like those we charge, have not been the subject of a protest or a complaint by a shipper. However, the FERC could investigate our rates at the urging of a third party if the third party is either a current shipper or has a substantial economic interest in the tariff rate level. Although no assurance can be given that the tariff rates charged by us ultimately will be upheld if challenged, management believes that the tariff rates now in effect for our pipelines are within the maximum rates allowed under current FERC policies and precedents.

For many locations served by our product and crude pipelines, we are able to establish negotiated rates.  Otherwise, we are permitted to charge cost-based rates, or in many cases, grandfathered rates based on historical charges or settlements with our customers. To the extent we rely on cost-of-service rate making to establish or support our rates, the issue of the proper allowance for federal and state income taxes could arise. In 2005, FERC issued a policy statement stating that it would permit common carriers, among others, to include an income tax allowance in cost-of-service rates to reflect actual or potential tax liability attributable to a regulated entity’s operating income, regardless of the form of ownership. Under FERC’s policy, a tax pass-through entity seeking such an income tax allowance must establish that its partners or members have an actual or potential income tax liability on the regulated entity’s income. Whether a pipeline’s owners have such actual or potential income tax liability is subject to review by FERC on a case-by-case basis. Although this policy is generally favorable for common carriers that are organized as pass-through entities, it still entails rate risk due to the FERC’s case-by-case review approach. The application of this policy, as well as any decision by FERC regarding our cost of service, may also be subject to review in the courts. On December 23, 2016, FERC issued an Inquiry Regarding the Commission’s Policy for Recovery of Income Tax Credits. FERC is seeking comment regarding how to address any double recovery resulting from the FERC’s current income tax allowance and rate of return policies. The comment period with respect to the proposed rules extends until April 7, 2017.
EPAct 1992 required FERC to establish a simplified and generally applicable methodology to adjust tariff rates for inflation for interstate petroleum pipelines. As a result, FERC adopted an indexing rate methodology which, as currently in effect, allows common carriers to change their rates within prescribed ceiling levels that are tied to changes in the Producer Price Index for Finished Goods, or PPIFG. FERC’s indexing methodology is subject to review every five years. During the five-year period commencing July 1, 2011 and ending June 30, 2016, common carriers charging indexed rates are permitted to adjust their indexed ceilings annually by PPIFG plus 2.65%. Beginning July 1, 2016, the indexing method provided for annual changes equal to the change in PPIFG plus 1.23%. The indexing methodology is applicable to existing rates, including grandfathered rates, with the exclusion of market-based rates. A pipeline is not required to raise its rates up to the index ceiling, but it is permitted to do so and rate increases made under the index are presumed to be just and reasonable unless a protesting party can demonstrate that the portion of the rate increase resulting from application of the index is substantially in excess of the pipeline’s increase in costs. Under the indexing rate methodology, in any year in which the index is negative, pipelines must file to lower their rates if those rates would otherwise be above the rate ceiling. In October 2016, FERC issued an Advance Notice of Proposed Rulemaking seeking comment on a number of proposals, including: (1) whether the Commission should deny any increase in a rate ceiling or annual index-based rate increase if a pipeline’s revenues exceed total costs by 15% for the prior 2 years; (2) a new percentage comparison test that would deny a proposed increase to a pipeline’s rate or ceiling level greater than 5% above the barrel-mile cost changes; and (3) a requirement that all pipelines file indexed ceiling levels annually, with the ceiling levels subject to challenge and restricting the pipeline’s ability to carry forward the full indexed increase to a future period. The comment period with respect to the proposed rules extends until March 17, 2017.
Regulation of Intrastate Crude Oil, NGL and Products Pipelines. Some of our crude oil, NGL and products pipelines are subject to regulation by the TRRC, the PA PUC, and the Oklahoma Corporation Commission. The operations of our joint venture interests are also subject to regulation in the states in which they operate. The applicable state statutes require that pipeline rates be nondiscriminatory and provide no more than a fair return on the aggregate value of the pipeline property used to render services. State commissions generally have not initiated an investigation of rates or practices of petroleum pipelines in the absence of shipper complaints. Complaints to state agencies have been infrequent and are usually resolved informally. Although management cannot be certain that our intrastate rates ultimately would be upheld if challenged, we believe that, given this history, the tariffs now in effect are not likely to be challenged or, if challenged, are not likely to be ordered to be reduced.
In addition, as noted above, the rates, terms and conditions for shipments of crude oil, NGLs or products on our pipelines could be subject to regulation by FERC under the ICA and the EPAct of 1992 if the crude oil, NGLs or products are transported in interstate or foreign commerce whether by our pipelines or other means of transportation. Since we do not control the entire transportation path of all crude oil, NGLs or products shipped on our pipelines, FERC regulation could be triggered by our customers’ transportation decisions.
Regulation of Pipeline Safety.Our pipeline operations are subject to regulation by the DOT, through the PHMSA, pursuant to the Natural Gas Pipeline Safety Act of 1968, as amended (“NGPSA”), with respect to natural gas and the Hazardous Liquids Pipeline Safety Act of 1979, as amended (“HLPSA”), with respect to crude oil, NGLs and condensates. The NGPSA and HLPSA, as amended, govern the design, installation, testing, construction, operation, replacement and management of natural gas as well as crude oil, NGL and condensate pipeline facilities. Pursuant to these acts, PHMSA has promulgated regulations governing pipeline wall thickness, design pressures, maximum operating pressures, pipeline patrols and leak surveys, minimum depth requirements, and emergency procedures, as well as other matters intended to ensure adequate protection for the public and to prevent accidents and failures. Additionally, PHMSA has established a series of rules requiring pipeline operators to develop and implement integrity management programs for certain gas and hazardous liquid pipelines that, in the event of a pipeline leak or rupture, could affect high consequence areas (“HCAs”), which are areas where a release could have the most significant adverse consequences, including high population areas, certain drinking water sources and unusually sensitive ecological areas. Failure

to comply with the pipeline safety laws and regulations may result in the assessment of sanctions, including administrative, civil or criminal penalties, the imposition of investigatory, remedial or corrective action obligations, the occurrence of delays in permitting or the performance of projects, or the issuance of injunctions limiting or prohibiting some or all of our operations in the affected area.
The NGPSA and HLPSA were amended by the Pipeline Safety, Regulatory Certainty, and Job Creation Act of 2011 (“2011 Pipeline Safety Act”), which re-authorized the federal pipeline safety programs of PHMSA through 2015 and increased pipeline safety regulation. Among other things, the legislation doubled the maximum administrative fines for safety violations from $100,000 to $200,000 for a single violation and from $1 million to $2 million for a related series of violations, but provided that these maximum penalty caps do not apply to certain civil enforcement actions; permitted the DOT Secretary to mandate automatic or remote controlled shut off valves on new or entirely replaced pipelines; required the DOT Secretary to evaluate whether integrity management system requirements should be expanded beyond HCAs; and provided for regulation of carbon dioxide transported by pipeline in a gaseous state and requires the DOT Secretary to prescribe minimum safety regulations for such transportation. Effective August 1, 2016, those maximum civil penalties were increased to $205,638 per violation per day, with a maximum of approximately $2 million for a series of violations, to account for inflation. In addition, the Protecting Our Infrastructure of Pipelines and Enhancing Safety Act of 2016 (“PIPES Act) reauthorized the federal pipeline safety programs of PHMSA through 2019.
In addition, states have adopted regulations, similar to existing PHMSA regulations, for intrastate gathering and transmission lines. The states in which we conduct operations typically have developed regulatory programs that parallel the federal regulatory scheme and are applicable to intrastate pipelines. Under such state regulatory programs, states have the authority to conduct pipeline inspections, to investigate accidents and to oversee compliance and enforcement, safety programs and record maintenance and reporting. Congress, PHMSA and individual states may pass or implement additional safety requirements that could result in increased compliance costs for us and other companies in our industry. For example, federal construction, maintenance and inspection standards under the NGPSA that apply to pipelines in relatively populated areas may not apply to gathering lines running through rural regions. This “rural gathering exemption” under the NGPSA presently exempts substantial portions of our gathering facilities located outside of cities, towns or any area designated as residential or commercial from jurisdiction under the NGPSA, but does not apply to our intrastate natural gas pipelines. In recent years, the PHMSA has considered changes to this rural gathering exemption, including publishing an advance notice of proposed rulemaking relating to gas pipelines in 2011, in which the agency sought public comment on possible changes to the definition of “high consequence areas” and “gathering lines” and the strengthening of pipeline integrity management requirements. In April 2016, pursuant to one of the requirements of the 2011 Pipeline Safety Act, PHMSA published a proposed rulemaking that would expand integrity management requirements and impose new pressure testing requirements on currently regulated gas transmission pipelines. The proposal would also significantly expand the regulation of gathering lines, subjecting previously unregulated pipelines to requirements regarding damage prevention, corrosion control, public education programs, maximum allowable operating pressure limits, and other requirements.
In January 2017, PHMSA issued a final rule amending federal safety standards for hazardous liquid pipelines. The final rule is the latest step in a lengthy rulemaking process that began in 2010 with a request for comments and continued with publication of a rulemaking proposal in October 2015. The general effective date of this final rule is six months from publication in the Federal Register, but it is currently subject to further administrative review in connection with the transition of Presidential administrations. The final rule addresses several areas including reporting requirements for gravity and unregulated gathering lines, inspections after weather or climatic events, leak detection system requirements, revisions to repair criteria and other integrity management revisions. In addition, PHMSA issued new regulations on January 23, 2017, on operator qualification, cost recovery, accident and incident notification and other pipeline safety changes. These new regulations are effective March 24, 2017. These regulations are also subject, however, to potential further review in connection with the transition of Presidential administrations. Historically our pipeline safety costs have not had a material adverse effect on our business or results of operations but there is no assurance that such costs will not be material in the future, whether due to elimination of the rural gathering exemption or otherwise due to changes in pipeline safety laws and regulations.
In another example of how future legal requirements could result in increased compliance costs, notwithstanding the applicability of the Federal Occupational Safety and Health Administration (“OSHA”) Process Safety Management (“PSM”) regulations and the EPA’s Risk Management Planning (“RMP”) requirements at regulated facilities, PHMSA and one or more state regulators, including the Texas Railroad Commission, have in the recent past, expanded the scope of their regulatory inspections to include certain in-plant equipment and pipelines found within NGL fractionation facilities and associated storage facilities, in order to assess compliance of such equipment and pipelines with hazardous liquid pipeline safety requirements. These recent actions by PHMSA are currently subject to judicial and administrative challenges by one or more midstream operators; however, to the extent that such legal challenges are unsuccessful, midstream operators of NGL fractionation facilities and associated storage facilities subject to such inspection may be required to make operational changes or modifications at their facilities to meet standards beyond current PSM and RMP requirements, which changes or modifications may result in additional capital costs, possible operational delays and increased costs of operation that, in some instances, may be significant.

Environmental Matters
General. Our operation of processing plants, pipelines and associated facilities, including compression, in connection with the gathering, processing, storage and transmission of natural gas and the storage and transportation of NGLs, crude oil and refined products, and underground storage tanks, is subject to stringent federal, tribal, state and local laws and regulations, including those governing, among other things, air emissions, wastewater discharges, the use, management and disposal of hazardous and nonhazardous materials and wastes, and the cleanup of contamination. Noncompliance with such laws and regulations, or incidents resulting in environmental releases, could cause us to incur substantial costs, penalties, fines and criminal sanctions, third-party claims for personal injury or property damage, capital expenditures to retrofit or upgrade our facilities and programs, or curtailment or cancellation of permits or operations. As with the industry generally, compliance with existing and anticipated environmental laws and regulations increases our overall cost of doing business, including our cost of planning, permitting, constructing and operating our plants, pipelines and other facilities. As a result of these laws and regulations our construction and operation costs include capital, operating and maintenance cost items necessary to maintain or upgrade our equipment and facilities.
We have implemented procedures to ensure that all governmental environmental approvals for both existing operations and those under construction are updated as circumstances require. Historically, our environmental compliance costs have not had a material adverse effect on our business, results of operations or financial condition; however, there can be no assurance that such costs will not be material in the future. For example, we cannot be certain that identification of presently unidentified conditions, more rigorous enforcement by regulatory agencies, enactment of more stringent environmental laws and regulations or other unanticipated events will not arise in the future and give rise to environmental liabilities that could have a material adverse effect on our business, financial condition or results of operations.
Hazardous Substances and Waste Materials. To a large extent, the environmental laws and regulations affecting our operations relate to the release of hazardous substances and waste materials into soils, groundwater and surface water and include measures to prevent, minimize or remediate contamination of the environment. These laws and regulations generally regulate the generation, storage, treatment, transportation and disposal of hazardous substances and waste materials and may require investigatory and remedial actions at sites where such material has been released or disposed. For example, the Comprehensive Environmental Response, Compensation and Liability Act, as amended, (“CERCLA”), also known as the “Superfund” law, and comparable state laws, impose liability without regard to fault or the legality of the original conduct on certain classes of persons that contributed to a release of a “hazardous substance” into the environment. These persons include the owner and operator of the site where a release occurred and companies that disposed or arranged for the disposal of the hazardous substance that has been released into the environment. Under CERCLA, these persons may be subject to strict, joint and several liability, without regard to fault, for, among other things, the costs of investigating and remediating the hazardous substances that have been released into the environment, for damages to natural resources and for the costs of certain health studies. CERCLA and comparable state law also authorize the federal EPA, its state counterparts, and, in some instances, third parties to take actions in response to threats to the public health or the environment and to seek to recover from the responsible classes of persons the costs they incur. It is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by hazardous substances or other pollutants released into the environment. Although “petroleum” as well as natural gas and NGLs are excluded from CERCLA’s definition of a “hazardous substance,” in the course of our ordinary operations we generate wastes that may fall within that definition or that may be subject to other waste disposal laws and regulations. We may be responsible under CERCLA or state laws for all or part of the costs required to clean up sites at which such substances or wastes have been disposed.
We also generate both hazardous and nonhazardous wastes that are subject to requirements of the federal Resource Conservation and Recovery Act, as amended, (“RCRA”), and comparable state statutes. We are not currently required to comply with a substantial portion of the RCRA hazardous waste requirements at many of our facilities because the minimal quantities of hazardous wastes generated there make us subject to less stringent nonhazardous management standards. From time to time, the EPA has considered or third parties have petitioned the agency on the adoption of stricter handling, storage and disposal standards for nonhazardous wastes, including certain wastes associated with the exploration, development and production of crude oil and natural gas. For example, following the filing of a lawsuit in the U.S. District Court for the District of Columbia in May 2016 by several non-governmental environmental groups against the EPA for the agency’s failure to timely assess its RCRA Subtitle D criteria regulations for oil and gas wastes, EPA and the environmental groups entered into an agreement that was finalized in a consent decree issued by the District Court on December 28, 2016. Under the decree, the EPA is required to propose no later than March 15, 2019, a rulemaking for revision of certain Subtitle D criteria regulations pertaining to oil and gas wastes or sign a determination that revision of the regulations is not necessary. If EPA proposes a rulemaking for revised oil and gas waste regulations, the Consent Decree requires that the EPA take final action following notice and comment rulemaking no later than July 15, 2021. It is possible that some wastes generated by us that are currently classified as nonhazardous may in the future be designated as “hazardous wastes,” resulting in the wastes being subject to more rigorous and costly disposal requirements, or that the full complement of RCRA standards could be applied to facilities that generate lesser amounts of hazardous waste. Changes such as these examples in applicable regulations may result in a material increase in our capital expenditures or plant operating and maintenance expense

and, in the case of our oil and natural gas exploration and production customers, could result in increased operating costs for those customers and a corresponding decrease in demand for our processing, transportation and storage services.
We currently own or lease sites that have been used over the years by prior owners or lessees and by us for various activities related to gathering, processing, storage and transmission of natural gas, NGLs, crude oil and products. Waste disposal practices within the oil and gas industry have improved over the years with the passage and implementation of various environmental laws and regulations. Nevertheless, some hydrocarbons and wastes have been disposed of or otherwise released on or under various sites during the operating history of those facilities that are now owned or leased by us. Notwithstanding the possibility that these releases may have occurred during the ownership or operation of these assets by others, these sites may be subject to CERCLA, RCRA and comparable state laws. Under these laws, we could be required to remove or remediate previously disposed wastes (including wastes disposed of or released by prior owners or operators) or contamination (including soil and groundwater contamination) or to prevent the migration of contamination.
As of December 31, 2016 and 2015, accruals of $385 million and $368 million, respectively, were recorded in our consolidated balance sheets as accrued and other current liabilities and other non-current liabilities to cover estimated material environmental liabilities including, for example, certain matters assumed in connection with our acquisition of the HPL System, our acquisition of Transwestern, potential environmental liabilities for three sites that were formerly owned by Titan Energy Partners, L.P. or its predecessors, and the predecessor owner’s share of certain environmental liabilities of ETC OLP.
The Partnership is subject to extensive and frequently changing federal, tribal, state and local laws and regulations, including those relating to the discharge of materials into the environment or that otherwise relate to the protection of the environment, waste management and the characteristics and composition of fuels. These laws and regulations require environmental assessment and remediation efforts at many of Sunoco, Inc.’s facilities and at formerly owned or third-party sites. Accruals for these environmental remediation activities amounted to $324 million and $344 million at December 31, 2016 and 2015, respectively, which is included in the total accruals above. These legacy sites that are subject to environmental assessments include formerly owned terminals and other logistics assets, retail sites that are no longer operated by Sunoco, Inc., closed and/or sold refineries and other formerly owned sites. In December 2013, a wholly-owned captive insurance company was established for these legacy sites that are no longer operating. The premiums paid to the captive insurance company include estimates for environmental claims that have been incurred but not reported, based on an actuarially determined fully developed claims expense estimate. In such cases, we accrue losses attributable to unasserted claims based on the discounted estimates that are used to develop the premiums paid to the captive insurance company. As of December 31, 2016 the captive insurance company held $226 million of cash and investments.
The Partnership’s accrual for environmental remediation activities reflects anticipated work at identified sites where an assessment has indicated that cleanup costs are probable and reasonably estimable. The accrual for known claims is undiscounted and is based on currently available information, estimated timing of remedial actions and related inflation assumptions, existing technology and presently enacted laws and regulations. It is often extremely difficult to develop reasonable estimates of future site remediation costs due to changing regulations, changing technologies and their associated costs, and changes in the economic environment. Engineering studies, historical experience and other factors are used to identify and evaluate remediation alternatives and their related costs in determining the estimated accruals for environmental remediation activities.
Under various environmental laws, including the RCRA, the Partnership has initiated corrective remedial action at certain of its facilities and formerly owned facilities and at certain third-party sites. At the Partnership’s major manufacturing facilities, we have typically assumed continued industrial use and a containment/remediation strategy focused on eliminating unacceptable risks to human health or the environment. The remediation accruals for these sites reflect that strategy. Accruals include amounts designed to prevent or mitigate off-site migration and to contain the impact on the facility property, as well as to address known, discrete areas requiring remediation within the plants. Remedial activities include , for example, closure of RCRA waste management units, recovery of hydrocarbons, handling of impacted soil, mitigation of surface water impacts and prevention or mitigation of off-site migration. A change in this approach as a result of changing the intended use of a property or a sale to a third party could result in a comparatively higher cost remediation strategy in the future.
The Partnership currently owns or operates certain retail gasoline outlets where releases of petroleum products have occurred. Federal and state laws and regulations require that contamination caused by such certain of releases at these sites and at formerly owned sites be assessed and remediated to meet the applicable standards. Our obligation to remediate this type of contamination varies, depending on the extent of the release and the applicable laws and regulations. If the Partnership is eligible to participate, a portion of the remediation costs may be recoverable from the reimbursement fund of the applicable state, after any deductible has been met.
In general, a remediation site or issue is typically evaluated on an individual basis based upon information available for the site or issue and no pooling or statistical analysis is used to evaluate an aggregate risk for a group of similar items (for example, service station sites) in determining the amount of probable loss accrual to be recorded. The estimates of environmental remediation costs

also frequently involve evaluation of a range of estimates. In many cases, it is difficult to determine that one point in the range of loss estimates is more likely than any other. In these situations, existing accounting guidance allows us the minimum amount of the range to accrue. Accordingly, the low end of the range often represents the amount of loss which has been recorded.
In addition to the probable and estimable losses which have been recorded, management believes it is reasonably possible (that is, it is less than probable but greater than remote) that additional environmental remediation losses will be incurred. At December 31, 2016, the aggregate of such additional estimated maximum reasonably possible losses, which relate to numerous individual sites, totaled approximately $5 million, which amount is in excess of the $345 million in environmental accruals recorded on December 31, 2016. This estimate of reasonably possible losses comprises estimates for remediation activities at current logistics and retail assets, and in many cases, reflects the upper end of the loss ranges which are described above. Such estimates include potentially higher contractor costs for expected remediation activities, the potential need to use more costly or comprehensive remediation methods and longer operating and monitoring periods, among other things.
In summary, total future costs for environmental remediation activities will depend upon, among other things, the identification of any additional sites, the determination of the extent of the contamination at each site, the timing and nature of required remedial actions, the nature of operations at each site, the technology available and needed to meet the various existing legal requirements, the nature and terms of cost-sharing arrangements with other potentially responsible parties, the availability of insurance coverage, the nature and extent of future environmental laws and regulations, inflation rates, terms of consent agreements or remediation permits with regulatory agencies and the determination of the Partnership’s liability at the sites, if any, in light of the number, participation level and financial viability of the other parties. The recognition of additional losses, if and when they were to occur, would likely extend over many years, but management can provide no assurance that it would be over many years. If changes in environmental laws or regulations occur or the assumptions used to estimate losses at multiple sites are adjusted, such changes could materially and adversely impact multiple facilities, formerly owned facilities and third-party sites at the same time.  As a result, from time to time, significant charges against income for environmental remediation may occur. And while management does not believe that any such charges would have a material adverse impact on the Partnership’s consolidated financial position, it can provide no assurance.
Transwestern conducts soil and groundwater remediation at a number of its facilities. Some of the cleanup activities include remediation of several compressor sites on the Transwestern system for contamination by PCBs, and the costs of this work are not eligible for recovery in rates. The total accrued future estimated cost of remediation activities expected to continue through 2025 is $7 million, which is included in the total environmental accruals mentioned above. Transwestern received FERC approval for rate recovery of projected soil and groundwater remediation costs not related to PCBs effective April 1, 2007. Transwestern, as part of ongoing arrangements with customers, continues to incur costs associated with containing and removing potential PCB contamination. Future costs cannot be reasonably estimated because remediation activities are undertaken as potential claims are made by customers and former customers. Such future costs are not expected to have a material impact on our financial position, results of operations or cash flows, but management can provide no assurance.
Underground Storage Tanks. We are required to make financial expenditures to comply with regulations governing underground storage tanks adopted by federal, state and local regulatory agencies. Pursuant to the RCRA, the EPA has established a comprehensive regulatory program for the detection, prevention, investigation and cleanup of leaking underground storage tanks. State or local agencies are often delegated the responsibility for implementing the federal program or developing and implementing equivalent state or local regulations. We have a comprehensive program in place for performing routine tank testing and other compliance activities which are intended to promptly detect and investigate any potential releases. We believe we are in compliance in all material respects with requirements applicable to our underground storage tanks.
Air Emissions. Our operations are subject to the federal Clean Air Act, as amended, and comparable state laws and regulations. These laws and regulations regulate emissions of air pollutants from various industrial sources, including our processing plants, and also impose various monitoring and reporting requirements. Such laws and regulations may require that we obtain pre-approval for the construction or modification of certain projects or facilities, such as our processing plants and compression facilities, expected to produce air emissions or to result in the increase of existing air emissions, that we obtain and strictly comply with air permits containing various emissions and operational limitations, or that we utilize specific emission control technologies to limit emissions. We will incur capital expenditures in the future for air pollution control equipment in connection with obtaining and maintaining operating permits and approvals for air emissions. In addition, our processing plants, pipelines and compression facilities are subject to increasingly stringent regulations, including regulations that require the installation of control technology or the implementation of work practices to control hazardous air pollutants. Moreover, the Clean Air Act requires an operating permit for major sources of emissions and this requirement applies to some of our facilities. Historically, our costs for compliance with existing Clean Air Act and comparable state law requirements have not had a material adverse effect on our results of operations; however, there can be no assurance that such costs will not be material in the future. The EPA and state agencies are often considering, proposing or finalizing new regulations that could impact our existing operations and the costs and timing of new infrastructure development. For example, in October 2015, the EPA published a final rule under the Clean Air Act, lowering

the National Ambient Air Quality Standard (“NAAQS”) for ground-level ozone to 70 parts per billion for the 8-hour primary and secondary ozone standards. The EPA anticipates designating new non-attainment areas by October 1, 2017, and requiring states to revise implementation plans by October 1, 2020, with compliance dates anticipated between 2021 and 2037 determined by the degree of non-attainment.  Compliance with this or other new regulations could, among other things, require installation of new emission controls on some of our equipment, result in longer permitting timelines, and significantly increase our capital expenditures and operating costs, which could adversely impact our business.
Clean Water Act. The Federal Water Pollution Control Act of 1972, as amended, (“Clean Water Act”) and comparable state laws impose restrictions and strict controls regarding the discharge of pollutants, including hydrocarbon-bearing wastes, into state waters and waters of the United States. Pursuant to the Clean Water Act and similar state laws, a National Pollutant Discharge Elimination System, or state permit, or both, must be obtained to discharge pollutants into federal and state waters. In addition, the Clean Water Act and comparable state laws require that individual permits or coverage under general permits be obtained by subject facilities for discharges of storm water runoff. The Clean Water Act also prohibits the discharge of dredge and fill material in regulated waters, including wetlands, unless authorized by permit. In May 2015, the EPA issued a final rule that attempts to clarify the federal jurisdictional reach over waters of the United States but this rule has been stayed nationwide by the U.S. Sixth Circuit Court of Appeals as that appellate court and numerous district courts ponder lawsuits opposing implementation of the rule. In January 2017, the U.S. Supreme Court accepted review of the rule to determine whether jurisdiction rests with the federal district or appellate courts. To the extent the rule expands the scope of the CWA’s jurisdiction, we could face increased costs and delays with respect to obtaining permits for dredge and fill activities in wetland areas.
Spills. Our operations can result in the discharge of regulated substances, including NGLs, crude oil or other products. The Clean Water Act, as amended by the federal Oil Pollution Act of 1990, as amended, (“OPA”), and comparable state laws impose restrictions and strict controls regarding the discharge of regulated substances into state waters or waters of the United States. The Clean Water Act and comparable state laws can impose substantial administrative, civil and criminal penalties for non-compliance including spills and other non-authorized discharges. The OPA subjects owners of covered facilities to strict joint and potentially unlimited liability for removal costs and other consequences of a release of oil, where the release is into navigable waters, along shorelines or in the exclusive economic zone of the United States. Spill prevention control and countermeasure requirements of the Clean Water Act and some state laws require that containment dikes and similar structures be installed to help prevent the impact on navigable waters in the event of a release of oil. The PHMSA, the EPA, or various state regulatory agencies, has approved our oil spill emergency response plans that are to be used in the event of a spill incident.
In addition, some states maintain groundwater protection programs that require permits for discharges or operations that may impact groundwater conditions. Our management believes that compliance with existing permits and compliance with foreseeable new permit requirements will not have a material adverse effect on our results of operations, financial position or expected cash flows.
Endangered Species Act. The Endangered Species Act, as amended, restricts activities that may affect endangered or threatened species or their habitat. Similar protections are offered to migratory birds under the Migratory Bird Treaty Act. We may operate in areas that are currently designated as a habitat for endangered or threatened species or where the discovery of previously unidentified endangered species, or the designation of additional species as endangered or threatened may occur in which event such one or more developments could cause us to incur additional costs, to develop habitat conservation plans, to become subject to expansion or operating restrictions, or bans in the affected areas. Moreover, such designation of previously unprotected species as threatened or endangered in areas where our oil and natural gas exploration and production customers operate could cause our customers to incur increased costs arising from species protection measures and could result in delays or limitations in our customers’ performance of operations, which could reduce demand for our services.
Climate Change. Climate change continues to attract considerable public and scientific attention. As a result, numerous proposals have been made and are likely to continue to be made at the international, national, regional and state levels of government to monitor and limit emissions of GHGs. These efforts have included consideration of cap-and-trade programs, carbon taxes and GHG reporting and tracking programs, and regulations that directly limit GHG emissions from certain sources. At the federal level, no comprehensive climate change legislation has been implemented to date. The EPA has, however, adopted rules under authority of the Clean Air Act that, among other things, establish Potential for Significant Deterioration (“PSD”) construction and Title V operating permit reviews for GHG emissions from certain large stationary sources that are also potential major sources of certain principal, or criteria, pollutant emissions, which reviews could require securing PSD permits at covered facilities emitting GHGs and meeting "best available control technology" standards for those GHG emissions. In addition, the EPA has adopted rules requiring the monitoring and annual reporting of GHG emissions from certain petroleum and natural gas system sources in the U.S., including, among others, onshore processing, transmission, storage and distribution facilities. In October 2015, the EPA amended and expanded the GHG reporting requirements to all segments of the oil and natural gas industry, including gathering and boosting facilities and blowdowns of natural gas transmission pipelines.

Federal agencies also have begun directly regulating emissions of methane, a GHG, from oil and natural gas operations. In June 2016, the EPA published New Source Performance Standards (“NSPS”), known as Subpart OOOOa, that require certain new, modified or reconstructed facilities in the oil and natural gas sector to reduce these methane gas and volatile organic compound emissions. These Subpart OOOOa standards will expand previously issued NSPS published by the EPA in 2012 and known as Subpart OOOO, by using certain equipment-specific emissions control practices, requiring additional controls for pneumatic controllers and pumps as well as compressors, and imposing leak detection and repair requirements for natural gas compressor and booster stations. Moreover, in November 2016, the EPA began seeking information about methane emissions from facilities and operators in the oil and natural gas industry that could be used to develop Existing Source Performance Standards. Additionally, in December 2015, the United States joined the international community at the 21st Conference of the Parties of the United Nations Framework Convention on Climate Change in Paris, France preparing an agreement requiring member countries to review and “represent a progression” in their intended nationally determined contributions, which set GHG emission reduction goals every five years beginning in 2020. This “Paris agreement” was signed by the United States in April 2016 and entered into force in November 2016; however, this agreement does not create any binding obligations for nations to limit their GHG emissions, but rather includes pledges to voluntarily limit or reduce future emissions.
The adoption and implementation of any international, federal or state legislation or regulations that require reporting of GHGs or otherwise restrict emissions of GHGs could result in increased compliance costs or additional operating restrictions, and could have a material adverse effect on our business, financial condition, demand for our services, results of operations, and cash flows. Finally, some scientists have concluded that increasing concentrations of GHG in the atmosphere may produce climate changes that have significant physical effects, such as increased frequency and severity of storms, droughts, and floods and other climate events that could have an adverse effect on our assets.
Some have suggested that one consequence of climate change could be increased severity of extreme weather, such as increased hurricanes and floods. If such effects were to occur, our operations could be adversely affected in various ways, including damages to our facilities from powerful winds or rising waters, or increased costs for insurance. Another possible consequence of climate change is increased volatility in seasonal temperatures. The market for our NGLs and natural gas is generally improved by periods of colder weather and impaired by periods of warmer weather, so any changes in climate could affect the market for the fuels that we produce. Despite the use of the term “global warming” as a shorthand for climate change, some studies indicate that climate change could cause some areas to experience temperatures substantially colder than their historical averages. As a result, it is difficult to predict how the market for our products could be affected by increased temperature volatility, although if there is an overall trend of warmer temperatures, it would be expected to have an adverse effect on our business.
Other Government Regulation. The Petroleum Marketing Practices Act, or “PMPA”, is a federal law that governs the relationship between a refiner and a distributor, as well as between a distributor and branded dealer, pursuant to which the refiner or distributor permits a distributor or dealer to use a trademark in connection with the sale or distribution of motor fuel. Under the PMPA, we may not terminate or fail to renew a branded distributor contract unless certain enumerated preconditions or grounds for termination or nonrenewal are met and we also comply with the prescribed notice requirements. Additionally, we are subject to state petroleum franchise laws as well as laws specific to gasoline retailers and dealers, including state laws that regulate our relationships with third parties to whom we lease sites and supply motor fuels.
Employee Health and Safety. We are subject to the requirements of the federal OSHA and comparable state laws that regulate the protection of the health and safety of workers. In addition, the OSHA hazard communication standard requires that information be maintained about hazardous materials used or produced in operations and that this information be provided to employees, state and local government authorities and citizens. We believe that our past costs for OSHA required activities, including general industry standards, recordkeeping requirements, and monitoring of occupational exposure to regulated substances, have not had a material adverse effect on our results of operations but there is no assurance that such costs will not be material in the future.
Employees
As of December 31, 2016, ETE and its consolidated subsidiaries employed an aggregate of 30,992 employees, 1,760 of which are represented by labor unions. We and our subsidiaries believe that our relations with our employees are satisfactory.
SEC Reporting
We file or furnish annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any related amendments and supplements thereto with the SEC. From time to time, we may also file registration and related statements pertaining to equity or debt offerings. You may read and copy any materials we file or furnish with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information regarding the Public Reference Room by calling the SEC at 1-800-732-0330. In addition, the SEC maintains an internet website at http://www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

We provide electronic access, free of charge, to our periodic and current reports, and amendments to these reports, on our internet website located at http://www.energytransfer.com. These reports are available on our website as soon as reasonably practicable after we electronically file such materials with the SEC. Information contained on our website is not part of this report.
ITEM 1A.  RISK FACTORS
In addition to risks and uncertainties in the ordinary course of business that are common to all businesses, important factors that are specific to our structure as a limited partnership, our industry and our company could materially impact our future performance and results of operations. We have provided below a list of these risk factors that should be reviewed when considering an investment in our securities. ETP, Panhandle, PennTex, Sunoco Logistics and Sunoco LP file Annual Reports on Form 10-K that include risk factors that can be reviewed for further information. The risk factors set forth below, and those included in ETP’s, Panhandle’s, PennTex’s, Sunoco Logistics’ and Sunoco LP’s Annual Reports, are not all the risks we face and other factors currently considered immaterial or unknown to us may impact our future operations.
Risks Inherent in an Investment in Us
Cash distributions are not guaranteed and may fluctuate with our performance or other external factors.
The source of our earnings and cash flow is cash distributions from ETP, PennTex, Sunoco LP and Sunoco Logistics via the Class H Units. Therefore, the amount of distributions we are currently able to make to our Unitholders may fluctuate based on the level of distributions ETP, PennTex, Sunoco LP or Sunoco Logistics makes to their partners. ETP, PennTex, Sunoco LP or Sunoco Logistics may not be able to continue to make quarterly distributions at their current level or increase their quarterly distributions in the future. In addition, while we would expect to increase or decrease distributions to our Unitholders if ETP, PennTex, Sunoco LP or Sunoco Logistics increases or decreases distributions to us, the timing and amount of such increased or decreased distributions, if any, will not necessarily be comparable to the timing and amount of the increase or decrease in distributions made by ETP, PennTex, Sunoco LP or Sunoco Logistics to us.
Our ability to distribute cash received from ETP, PennTex, Sunoco LP and Sunoco Logistics to our Unitholders is limited by a number of factors, including:
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, PennTex, Sunoco LP and Sunoco Logistics, 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.
We cannot guarantee that in the future we will be able to pay distributions or that any distributions we do make will be at or above our current quarterly distribution. The actual amount of cash that is available for distribution to our Unitholders will depend on numerous factors, many of which are beyond our control or the control of our General Partner.
Our cash flow depends primarily on the cash distributions we receive from our partnership interests, including the incentive distribution rights, in ETP and Sunoco LP and, therefore, our cash flow is dependent upon the ability of ETP and Sunoco LP to make distributions in respect of those partnership interests.
We do not have any significant assets other than our partnership interests in ETP and Sunoco LP and our LNG business. Our interest in ETP includes Class H Units, for which distributions to us are based on a percentage of the general partner interest and incentive distribution right in Sunoco Logistics. As a result, our cash flow depends on the performance of ETP, PennTex, Sunoco LP and Sunoco Logistics and their respective subsidiaries and ETP’s and Sunoco LP’s ability to make cash distributions to us, which is dependent on the results of operations, cash flows and financial condition of ETP, PennTex, Sunoco LP and Sunoco Logistics.
The amount of cash that ETP, PennTex, Sunoco LP and Sunoco Logistics can distribute to their partners, including us, each quarter depends upon the amount of cash they generate from their operations, which will fluctuate from quarter to quarter and will depend upon, among other things:
the amount of natural gas, crude oil and products transported through ETP’s and Sunoco Logistics’ transportation pipelines and gathering systems;

the level of throughput in processing and treating operations;
the fees charged and the margins realized by ETP, PennTex, Sunoco LP and Sunoco Logistics for their services;
the price of natural gas, NGLs, crude oil and products;
the relationship between natural gas, NGL and crude oil prices;
the amount of cash distributions ETP receives with respect to the PennTex, Sunoco Logistics and 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.
In addition, the actual amount of cash that ETP, PennTex, Sunoco LP and Sunoco Logistics will have available for distribution will also depend on other factors, such as:
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.
ETE does not have any control over many of these factors, including the level of cash reserves established by the board of directors and ETP’s General Partners. Accordingly, we cannot guarantee that ETP, PennTex, Sunoco LP or Sunoco Logistics will have sufficient available cash to pay a specific level of cash distributions to its partners.
Furthermore, Unitholders should be aware that the amount of cash that ETP and Sunoco LP have available for distribution depends primarily upon cash flow and is not solely a function of profitability, which is affected by non-cash items. As a result, ETP and Sunoco LP may declare and/or pay cash distributions during periods when they record net losses. Please read “Risks Related to the Businesses of Energy Transfer Partners” included in this Item 1A for a discussion of further risks affecting ETP’s ability to generate distributable cash flow.
We may issue an unlimited number of limited partner interests without the consent of our Unitholders, which will dilute Unitholders’ ownership interest in us and may increase the risk that we will not have sufficient available cash to maintain or increase our per unit distribution level.
Our partnership agreement allows us to issue an unlimited number of additional limited partner interests, including securities senior to the Common Units, without the approval of our Unitholders. The issuance of additional Common Units or other equity securities by us will have the following effects:
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.
In addition, ETP and Sunoco LP may sell an unlimited number of limited partner interests without the consent of the respective Unitholders, which will dilute existing interests of the respective Unitholders, including us. The issuance of additional Common Units or other equity securities by ETP will have essentially the same effects as detailed above.
ETP, PennTex, Sunoco LP, and Sunoco Logistics may issue additional Common Units, which may increase the risk that each Partnership will not have sufficient available cash to maintain or increase its per unit distribution level.
The partnership agreements of ETP, Sunoco Logistics, PennTex and Sunoco LP allow each partnership to issue an unlimited number of additional limited partner interests. The issuance of additional common units or other equity securities by each respective partnership will have the following effects:
Unitholders’ current proportionate ownership interest in the respective partnerships 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 the respective partnerships common units may decline.
The payment of distributions on any additional units issued by ETP, PennTex, Sunoco LP and Sunoco Logistics may increase the risk that either partnership may not have sufficient cash available to maintain or increase its per unit distribution level, which in turn may impact the available cash that we have to meet our obligations.
Unitholders have limited voting rights and are not entitled to elect the General Partner or its directors. In addition, even if Unitholders are dissatisfied, they cannot easily remove the General Partner.
Unlike the holders of common stock in a corporation, Unitholders have only limited voting rights on matters affecting our business, and therefore limited ability to influence management’s decisions regarding our business. Unitholders did not elect our General Partner and will have no right to elect our General Partner or the officers or directors of our General Partner on an annual or other continuing basis.
Furthermore, if our Unitholders are dissatisfied with the performance of our General Partner, they may be unable to remove our General Partner. Our General Partner may not be removed except, among other things, upon the vote of the holders of at least 66 2/3% of our outstanding units. As of December 31, 2016, our directors and executive officers directly or indirectly own approximately 27% of our outstanding Common Units. It will be particularly difficult for our General Partner to be removed without the consent of our directors and executive officers. As a result, the price at which our Common Units will trade may be lower because of the absence or reduction of a takeover premium in the trading price.
Furthermore, Unitholders’ voting rights are further restricted by the partnership agreement provision providing that any units held by a person that owns 20% or more of any class of units then outstanding, other than the General Partner and its affiliates, cannot be voted on any matter.
Our General Partner may, in its sole discretion, approve the issuance of partnership securities and specify the terms of such partnership securities.
Pursuant to our partnership agreement, our General Partner has the ability, in its sole discretion and without the approval of the Unitholders, to approve the issuance of securities by the Partnership at any time and to specify the terms and conditions of such securities. The securities authorized to be issued may be issued in one or more classes or series, with such designations, preferences, rights, powers and duties (which may be senior to existing classes and series of partnership securities), as shall be determined by our General Partner, including:
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.
Please see “—We may issue an unlimited number of limited partner interests without the consent of our Unitholders, which will dilute Unitholders’ ownership interest in us and may increase the risk that we will not have sufficient available cash to maintain or increase our per unit distribution level.” above.
The control of our General Partner may be transferred to a third party without Unitholder consent.
The General Partner may transfer its general partner interest to a third party without the consent of the Unitholders. Furthermore, the members of our General Partner may transfer all or part of their ownership interest in our General Partner to a third party without the consent of the Unitholders. Any new owner or owners of our General Partner or the general partner of the General Partner would be in a position to replace the directors and officers of our General Partner with its own choices and to control the decisions made and actions taken by the board of directors and officers.
We are dependent on third parties, including key personnel of ETP under a shared services agreement, to provide the financial, accounting, administrative and legal services necessary to operate our business.
We rely on the services of key personnel of ETP, including the ongoing involvement and continued leadership of Kelcy L. Warren, one of the founders of ETP’s midstream business. Mr. Warren has been integral to the success of ETP’s midstream and intrastate transportation and storage businesses because of his ability to identify and develop strategic business opportunities. Losing the leadership of Mr. Warren could make it difficult for ETP to identify internal growth projects and accretive acquisitions, which could have a material adverse effect on ETP’s ability to increase the cash distributions paid on its partnership interests.
ETP’s executive officers that provide services to us pursuant to a shared services agreement allocate their time between us and ETP. To the extent that these officers face conflicts regarding the allocation of their time, we may not receive the level of attention from them that the management of our business requires. If ETP is unable to provide us with a sufficient number of personnel with the appropriate level of technical accounting and financial expertise, our internal accounting controls could be adversely impacted.
Cost reimbursements due to our General Partner may be substantial and may reduce our ability to pay the distributions to our Unitholders.
Prior to making any distributions to our Unitholders, we will reimburse our General Partner for all expenses it has incurred on our behalf. In addition, our General Partner and its affiliates may provide us with services for which we will be charged reasonable fees as determined by our General Partner. The reimbursement of these expenses and the payment of these fees could adversely affect our ability to make distributions to our Unitholders. Our General Partner has sole discretion to determine the amount of these expenses and fees.
In addition, under Delaware partnership law, our General Partner has unlimited liability for our obligations, such as our debts and environmental liabilities, except for our contractual obligations that are expressly made without recourse to our General Partner. To the extent our General Partner incurs obligations on our behalf, we are obligated to reimburse or indemnify it. If we are unable or unwilling to reimburse or indemnify our General Partner, our General Partner may take actions to cause us to make payments of these obligations and liabilities. Any such payments could reduce the amount of cash available for distribution to our Unitholders and cause the value of our Common Units to decline.
A reduction in ETP’s, Sunoco LP’s or Sunoco Logistics’ distributions will disproportionately affect the amount of cash distributions to which ETE is entitled.
ETE indirectly owns all of the IDRs of ETP and Sunoco LP. Additionally, through its ownership of ETP Class H units and a 0.1% interest in Sunoco Logistics’ general partner, ETE is entitled to receive 90.15% of the cash distributions related to the IDRs of Sunoco Logistics, while ETP is entitled to receive the remaining 9.85% of such cash distributions. These IDRs entitle the holder to receive increasing percentages of total cash distributions made by each of ETP, Sunoco LP and Sunoco Logistics as such entity reaches established target cash distribution levels as specified in its partnership agreement. ETE currently receives its pro rata share of cash distributions from ETP and Sunoco LP based on the highest sharing level of 48% and 50% in respect of the ETP IDRs and Sunoco LP IDRs, respectively. ETE and ETP currently receive their pro rata share of cash distributions from Sunoco Logistics based on the highest sharing level of 48% in respect of the Sunoco Logistics IDRs.
A decrease in the amount of distributions by ETP to ETE to less than $0.4125 per unit per quarter would reduce ETE’s percentage of the incremental cash distributions from ETP above $0.3175 per unit per quarter from 48% to 23%, and a decrease in the amount

of distributions by Sunoco LP to ETE to less than $0.6563 per unit per quarter would reduce ETE’s percentage of the incremental cash distributions from Sunoco LP above $0.5469 per unit per quarter from 50% to 25%. Likewise, a decrease in the amount of distributions from Sunoco Logistics to less than $0.5275 per unit per quarter would reduce the percentage of the incremental cash distributions received by ETE and ETP from Sunoco Logistics above $0.1917 per unit per quarter from 48% to 35%. As a result, any such reduction in quarterly cash distributions from the ETP, Sunoco LP or Sunoco Logistics would have the effect of disproportionately reducing the amount of all distributions that ETE and ETP receive, based on their ownership interest in the IDRs as compared to cash distributions they receive from their general partner interest and common units in such entity.
The consolidated debt level and debt agreements of ETP, PennTex, Sunoco Logistics and Sunoco LP and those of their subsidiaries may limit the distributions we receive from ETP, PennTex, Sunoco Logistics and Sunoco LP, as well as our future financial and operating flexibility.
ETP’s, PennTex’s, Sunoco Logistics’ and Sunoco LP’s levels of indebtedness affect their operations in several ways, including, among other things:
a significant portion of ETP’s, PennTex’s, Sunoco Logistics’ 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, PennTex’s, Sunoco Logistics’ 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, PennTex’s, Sunoco Logistics’ 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, PennTex, Sunoco Logistics 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.
We do not have the same flexibility as other types of organizations to accumulate cash, which may limit cash available to service our debt or to repay debt at maturity.
Unlike a corporation, our partnership agreement requires us to distribute, on a quarterly basis, 100% of our Available Cash (as defined in our partnership agreement) to our Unitholders of record and our General Partner. Available Cash is generally all of our cash on hand as of the end of a quarter, adjusted for cash distributions and net changes to reserves. Our General Partner will determine the amount and timing of such distributions and has broad discretion to establish and make additions to our reserves or the reserves of our operating subsidiaries in amounts it determines in its reasonable discretion to be necessary or appropriate:
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.
A downgrade of our credit ratings could impact our and our subsidiaries’ liquidity, access to capital and costs of doing business, and maintaining credit ratings is under the control of independent third parties.
A downgrade of our credit ratings might increase our and our subsidiaries’ cost of borrowing and could require us to post collateral with third parties, negatively impacting our available liquidity. Our and our subsidiaries’ ability to access capital markets could also be limited by a downgrade of our credit ratings and other disruptions. Such disruptions could include:
economic downturns;
deteriorating capital market conditions;
declining market prices for 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.
Our subsidiaries are not prohibited from competing with us.
Neither our partnership agreement nor the partnership agreements of our subsidiaries, including ETP, Sunoco Logistics, PennTex and Sunoco LP, prohibit our subsidiaries from owning assets or engaging in businesses that compete directly or indirectly with us. In addition, our subsidiaries may acquire, construct or dispose of any assets in the future without any obligation to offer us the opportunity to purchase or construct any of those assets.
Capital projects will require significant amounts of debt and equity financing, which may not be available to ETP on acceptable terms, or at all.
ETP plans to fund its growth capital expenditures, including any new future pipeline construction projects and improvements or repairs to existing facilities that ETP may undertake, with proceeds from sales of ETP’s debt and equity securities and borrowings under its revolving credit facility; however, ETP cannot be certain that it will be able to issue debt and equity securities on terms satisfactory to it, or at all. In addition, ETP may be unable to obtain adequate funding under its current revolving credit facility because ETP’s lending counterparties may be unwilling or unable to meet their funding obligations. If ETP is unable to finance its expansion projects as expected, ETP could be required to seek alternative financing, the terms of which may not be attractive to ETP, or to revise or cancel its expansion plans.
A significant increase in ETP’s indebtedness that is proportionately greater than ETP’s issuance of equity could negatively impact ETP’s credit ratings or its ability to remain in compliance with the financial covenants under its revolving credit agreement, which could have a material adverse effect on ETP’s financial condition, results of operations and cash flows.
Increases in interest rates could materially adversely affect our business, results of operations, cash flows and financial condition.
In addition to our exposure to commodity prices, we have significant exposure to changes in interest rates. Approximately $11.60 billion of our consolidated debt as of December 31, 2016 bears interest at variable interest rates and the remainder bears interest at fixed rates. To the extent that we have debt with floating interest rates, our results of operations, cash flows and financial condition could be materially adversely affected by increases in interest rates. We manage a portion of our interest rate exposures by utilizing interest rate swaps.
An increase in interest rates may also cause a corresponding decline in demand for equity investments, in general, and in particular for yield-based equity investments such as our Common Units. Any such reduction in demand for our Common Units resulting from other more attractive investment opportunities may cause the trading price of our Common Units to decline.
Unitholders may have liability to repay distributions.
Under certain circumstances, Unitholders may have to repay us amounts wrongfully distributed to them. Under Delaware law, we may not make a distribution to Unitholders if the distribution causes our liabilities to exceed the fair value of our assets. Liabilities to partners on account of their partnership interests and non-recourse liabilities are not counted for purposes of determining whether a distribution is permitted. Delaware law provides that a limited partner who receives such a distribution and knew at the time of the distribution that the distribution violated Delaware law, will be liable to the limited partnership for the distribution amount for three years from the distribution date. Under Delaware law, an assignee who becomes a substituted limited partner of a limited partnership is liable for the obligations of the assignor to make contributions to the partnership. However, such an assignee is not obligated for liabilities unknown to him at the time he or she became a limited partner if the liabilities could not be determined from the partnership agreement.
We have a holding company structure in which our subsidiaries conduct our operations and own our operating assets.
We are a holding company, and our subsidiaries conduct all of our operations and own all of our operating assets. We do not have significant assets other than the partnership interests and the equity in our subsidiaries. As a result, our ability to pay distributions to our Unitholders and to service our debt depends on the performance of our subsidiaries and their ability to distribute funds to us. The ability of our subsidiaries to make distributions to us may be restricted by, among other things, credit facilities and applicable state partnership laws and other laws and regulations. If we are unable to obtain funds from our subsidiaries we may not be able to pay distributions to our Unitholders or to pay interest or principal on our debt when due.

Unitholders may not have limited liability if a court finds that unitholder actions constitute control of our business.
Under Delaware law, a unitholder could be held liable for our obligations to the same extent as a general partner if a court determined that the right of unitholders to remove our general partner or to take other action under our partnership agreement constituted participation in the “control” of our business.
Our general partner generally has unlimited liability for our obligations, such as our debts and environmental liabilities, except for those contractual obligations that are expressly made without recourse to our general partner. Our partnership agreement allows the general partner to incur obligations on our behalf that are expressly non-recourse to the general partner. The general partner has entered into such limited recourse obligations in most instances involving payment liability and intends to do so in the future.
In addition, Section 17-607 of the Delaware Revised Uniform Limited Partnership Act provides that under some circumstances, a unitholder may be liable to us for the amount of a distribution for a period of three years from the date of the distribution.
Our debt level and debt agreements may limit our ability to make distributions to Unitholders and may limit our future financial and operating flexibility and may require asset sales.
As of December 31, 2016, we had approximately $6.36 billion of debt on a stand-alone basis and approximately $43.80 billion of consolidated debt, excluding the debt of our joint ventures. Our level of indebtedness affects our operations in several ways, including, among other things:
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.
In order for us to manage our debt levels, we may need to sell assets, issue additional equity securities, reduce the cash distributions we pay to our unitholders or a combination thereof. In the event that we sell assets, the future cash generating capacity of our remaining asset base may be diminished. In the event that we issue additional equity securities, we may need to issue these securities at a time when our common unit price is depressed and therefore we may not receive favorable prices for our common units or favorable prices or terms for other types of equity securities. In the event we reduce cash distributions on our common units, the public trading price of our common units could decline significantly.
Our General Partner has a limited call right that may require Unitholders to sell their units at an undesirable time or price.
If at any time our General Partner and its affiliates own more than 90% of our outstanding units, our General Partner will have the right, but not the obligation, which it may assign to any of its affiliates or to us, to acquire all, but not less than all, of the units held by unaffiliated persons at a price not less than their then-current market price. As a result, Unitholders may be required to sell their units at an undesirable time or price and may not receive any return on their investment. Unitholders may also incur a tax liability upon a sale of their units. As of December 31, 2016, the directors and executive officers of our General Partner owned approximately 27% of our Common Units.
Litigation commenced by WMB against ETE and its affiliates could cause ETE to incur substantial costs, may present material distractions and, if decided adverse to ETE, could negatively impact ETE’s financial position and credit ratings.
WMB filed a complaint against ETE and its affiliates in the Delaware Court of Chancery, alleging that the defendants breached the merger agreement between WMB, ETE, and several of ETE’s affiliates.  Following a ruling by the Court on June 24, 2016, which allowed for the subsequent termination of the merger agreement by ETE on June 29, 2016, WMB filed a notice of appeal to the Supreme Court of Delaware.  WMB filed an amended complaint on September 16, 2016 and seeks a $410 million termination fee and additional damages of up to $10 billion based on the purported lost value of the merger consideration. These damages claims are based on the alleged breaches of the Merger Agreement, as well as new allegations that the ETE Defendants breached an additional representation and warranty in the Merger Agreement. The ETE Defendants filed amended counterclaims and

affirmative defenses on September 23, 2016 and seek a $1.48 billion termination fee under the Merger Agreement and additional damages caused by WMB’s misconduct. These damages claims are based on the alleged breaches of the Merger Agreement, as well as new allegations that WMB breached the Merger Agreement by failing to disclose material information that was required to be disclosed in the Form S-4. On September 29, 2016, WMB filed a motion to dismiss the ETE Defendants’ amended counterclaims and to strike certain of the ETE Defendants’ affirmative defenses. Following briefing by the parties on WMB’s motion, the Delaware Court of Chancery held oral arguments on November 30, 2016. The parties are awaiting the Court’s decision.  On January 11, 2017, the parties held oral argument before the Delaware Supreme Court on WMB’s appeal of the June 24 ruling. The Delaware Supreme Court has taken the matter under advisement. These lawsuits could result in substantial costs to ETE, including litigation costs and settlement costs. ETE believes that the time required by the management of ETE and its counsel to defend against the allegations made by WMB in the litigation against ETE and its affiliates is likely to be substantial and the time required by the officers and employees of LE GP, assuming WMB actively pursues such litigation, is also likely to be substantial. The defense or settlement of any lawsuit or claim that remains unresolved may result in negative media attention, and may adversely affect ETE’s business, reputation, financial condition, results of operations, cash flows and market price.
Risks Related to Conflicts of Interest
Although we control ETP and Sunoco LP through our ownership of their general partners, ETP’s and Sunoco LP’s general partners owe fiduciary duties to ETP and ETP’s unitholders and Sunoco LP and Sunoco LP’s unitholders, respectively, which may conflict with our interests.
Conflicts of interest exist and may arise in the future as a result of the relationships between us and our affiliates, on the one hand, and ETP and Sunoco LP and their respective limited partners, on the other hand. The directors and officers of ETP’s and Sunoco LP’s General Partners have fiduciary duties to manage ETP and Sunoco LP, respectively, in a manner beneficial to us. At the same time, the General Partners have fiduciary duties to manage ETP and Sunoco LP in a manner beneficial to ETP and Sunoco LP and their respective limited partners. The boards of directors of ETP’s and Sunoco LP’s General Partner will resolve any such conflict and have broad latitude to consider the interests of all parties to the conflict. The resolution of these conflicts may not always be in our best interest.
For example, conflicts of interest with ETP and Sunoco LP may arise in the following situations:
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.
The fiduciary duties of our General Partner’s officers and directors may conflict with those of ETP’s or Sunoco LP’s respective general partners.
Conflicts of interest may arise because of the relationships among ETP, Sunoco LP, their general partners and us. Our general partner’s directors and officers have fiduciary duties to manage our business in a manner beneficial to us and our Unitholders. Some of our General Partner’s directors are also directors and officers of ETP’s general partner or Sunoco LP’s general partner, and have fiduciary duties to manage the respective businesses of ETP and Sunoco LP in a manner beneficial to ETP, Sunoco LP and their respective Unitholders. The resolution of these conflicts may not always be in our best interest or that of our Unitholders.
Potential conflicts of interest may arise among our General Partner, its affiliates and us. Our General Partner and its affiliates have limited fiduciary duties to us, which may permit them to favor their own interests to the detriment of us.
Conflicts of interest may arise among our General Partner and its affiliates, on the one hand, and us, on the other hand. As a result of these conflicts, our General Partner may favor its own interests and the interests of its affiliates over our interests. These conflicts include, among others, the following:

Our General Partner is allowed to take into account the interests of parties other than us, including ETP 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.
Our partnership agreement limits our General Partner’s fiduciary duties to us and restricts the remedies available for actions taken by our General Partner that might otherwise constitute breaches of fiduciary duty.
Our partnership agreement contains provisions that reduce the standards to which our General Partner would otherwise be held by state fiduciary duty law. For example, our partnership agreement:
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.
The general partner’s absolute discretion in determining the level of cash reserves may adversely affect our ability to make cash distributions to our Unitholders.
Our partnership agreement requires the general partner to deduct from operating surplus cash reserves that in its reasonable discretion are necessary to fund our future operating expenditures. In addition, our partnership agreement permits the general partner to reduce available cash by establishing cash reserves for the proper conduct of our business, to comply with applicable

law or agreements to which we are a party or to provide funds for future distributions to partners. These cash reserves will affect the amount of cash available for distribution to unitholders.
Risks Related to the Businesses of ETP and Sunoco LP
Since our cash flows consist exclusively of distributions from ETP and Sunoco LP, risks to the businesses of ETP and Sunoco LP are also risks to us. We have set forth below risks to the businesses of ETP and Sunoco LP, the occurrence of which could have a negative impact on their respective financial performance and decrease the amount of cash they are able to distribute to us.
ETP and Sunoco Logistics do not control, and therefore may not be able to cause or prevent certain actions by, certain of their joint ventures.
Certain of ETP’s and Sunoco Logistics’ joint ventures have their own governing boards, and ETP or Sunoco Logistics may not control all of the decisions of those boards. Consequently, it may be difficult or impossible for ETP or Sunoco Logistics to cause the joint venture entity to take actions that ETP or Sunoco Logistics believes would be in their or the joint venture’s best interests. Likewise, ETP or Sunoco Logistics may be unable to prevent actions of the joint venture.
ETP and Sunoco LP are exposed to the credit risk of their respective customers and derivative counterparties, and an increase in the nonpayment and nonperformance by their respective customers or derivative counterparties could reduce their respective ability to make distributions to their Unitholders, including to us.
The risks of nonpayment and nonperformance by ETP’s and Sunoco LP’s respective customers are a major concern in their respective businesses. Participants in the energy industry have been subjected to heightened scrutiny from the financial markets in light of past collapses and failures of other energy companies. ETP and Sunoco LP are subject to risks of loss resulting from nonpayment or nonperformance by their respective customers, especially during the current low commodity price environment impacting many oil and gas producers. As a result, the current commodity price volatility and the tightening of credit in the financial markets may make it more difficult for customers to obtain financing and, depending on the degree to which this occurs, there may be a material increase in the nonpayment and nonperformance by ETP’s and Sunoco LP’s customers. To the extent one or more of our customers is in financial distress or commences bankruptcy proceedings, contracts with these customers may be subject to renegotiation or rejection under applicable provisions of the United States Bankruptcy Code. In addition, our risk management activities are subject to the risks that a counterparty may not perform its obligation under the applicable derivative instrument, the terms of the derivative instruments are imperfect, and our risk management policies and procedures are not properly followed. Any material nonpayment or nonperformance by our customers or our derivative counterparties could reduce our ability to make distributions to our Unitholders. Any substantial increase in the nonpayment and nonperformance by ETP’s or Sunoco LP’s customers could have a material adverse effect on ETP’s or Sunoco LP’s respective results of operations and operating cash flows.
The use of derivative financial instruments could result in material financial losses by ETP and Sunoco LP.
From time to time, ETP and Sunoco LP have sought to reduce our exposure to fluctuations in commodity prices and interest rates by using derivative financial instruments and other risk management mechanisms and by their trading, marketing and/or system optimization activities. To the extent that either ETP or Sunoco LP hedges its commodity price and interest rate exposures, it foregoes the benefits it would otherwise experience if commodity prices or interest rates were to change favorably. In addition, even though monitored by management, ETP’s and Sunoco LP’s derivatives activities can result in losses. Such losses could occur under various circumstances, including if a counterparty does not perform its obligations under the derivative arrangement, the hedge is imperfect, commodity prices move unfavorably related to ETP’s or Sunoco LP’s physical or financial positions, or internal hedging policies and procedures are not followed.
The accounting standards regarding hedge accounting are very complex, and even when we engage in hedging transactions that are effective economically (whether to mitigate our exposure to fluctuations in commodity prices, or to balance our exposure to fixed and variable interest rates), these transactions may not be considered effective for accounting purposes. Accordingly, our consolidated financial statements may reflect some volatility due to these hedges, even when there is no underlying economic impact at that point. It is also not always possible for us to engage in a hedging transaction that completely mitigates our exposure to commodity prices. Our consolidated financial statements may reflect a gain or loss arising from an exposure to commodity prices for which we are unable to enter into a completely effective hedge.
In addition, even though monitored by management, our derivatives activities can result in losses. Such losses could occur under various circumstances, including if a counterparty does not perform its obligations under the derivative arrangement, the hedge is imperfect, commodity prices move unfavorably related to our physical or financial positions or hedging policies and procedures are not followed.

The inability to continue to access lands owned by third parties, including tribal lands, could adversely affect ETP’s and Sunoco LP’s ability to operate and adversely affect their financial results.
ETP’s ability to operate its pipeline systems and terminal facilities on certain lands owned by third parties, including lands held in trust by the United States for the benefit of a Native American tribe, will depend on their success in maintaining existing rights-of-way and obtaining new rights-of-way on those lands. Securing extensions of existing and any additional rights-of-way is also critical to ETP’s ability to pursue expansion projects. ETP cannot provide any assurance that they will be able to acquire new rights-of-way or maintain access to existing rights-of-way upon the expiration of the current grants or that all of the rights-of-way will be obtainable in a timely fashion. Transwestern’s existing right-of-way agreements with the Navajo Nation, Southern Ute, Pueblo of Laguna and Fort Mojave tribes extend through November 2029, September 2020, December 2022 and April 2019, respectively. ETP’s financial position could be adversely affected if the costs of new or extended right-of-way grants cannot be recovered in rates.
Further, whether ETP has the power of eminent domain for its pipelines varies from state to state, depending upon the type of pipeline and the laws of the particular state. In either case, ETP must compensate landowners for the use of their property and, in eminent domain actions, such compensation may be determined by a court. The inability to exercise the power of eminent domain could negatively affect ETP’s business if they were to lose the right to use or occupy the property on which their pipelines are located.
In addition, Sunoco LP does not own all of the land on which their retail service stations are located. Sunoco LP has rental agreements for approximately 34.7% of the company-operated retail service stations where Sunoco LP currently controls the real estate and has rental agreements for certain logistics facilities. As such, Sunoco LP is subject to the possibility of increased costs under rental agreements with landowners, primarily through rental increases and renewals of expired agreements. Sunoco LP is also subject to the risk that such agreements may not be renewed. Additionally, certain facilities and equipment (or parts thereof) used by Sunoco LP are leased from third parties for specific periods. Sunoco LP’s inability to renew leases or otherwise maintain the right to utilize such facilities and equipment on acceptable terms, or the increased costs to maintain such rights, could have a material adverse effect on its financial condition, results of operations and cash flows.
ETP and Sunoco LP may not be able to fully execute their growth strategies if they encounter increased competition for qualified assets.
ETP and Sunoco LP have strategies that contemplate growth through the development and acquisition of a wide range of midstream, retail and wholesale fuel distribution assets and other energy infrastructure assets while maintaining strong balance sheets. These strategies include constructing and acquiring additional assets and businesses to enhance their ability to compete effectively and diversify their respective asset portfolios, thereby providing more stable cash flow. ETP and Sunoco LP regularly consider and enter into discussions regarding the acquisition of additional assets and businesses, stand-alone development projects or other transactions that ETP and Sunoco LP believe will present opportunities to realize synergies and increase cash flow.
Consistent with their strategies, managements of ETP and Sunoco LP may, from time to time, engage in discussions with potential sellers regarding the possible acquisition of additional assets or businesses. Such acquisition efforts may involve ETP and Sunoco LP management’s participation in processes that involve a number of potential buyers, commonly referred to as “auction” processes, as well as situations in which ETP and Sunoco LP believe it is the only party or one of a very limited number of potential buyers in negotiations with the potential seller. We cannot assure that ETP’s or Sunoco LP’s acquisition efforts will be successful or that any acquisition will be completed on favorable terms.
In addition, ETP and Sunoco LP are experiencing increased competition for the assets they purchase or contemplate purchasing. Increased competition for a limited pool of assets could result in ETP or Sunoco LP losing to other bidders more often or acquiring assets at higher prices, both of which would limit ETP’s and Sunoco LP’s ability to fully execute their respective growth strategies. Inability to execute their respective growth strategies may materially adversely impact ETP’s and Sunoco LP’s results of operations.
An impairment of goodwill and intangible assets could reduce our earnings.
As of December 31, 2016, our consolidated balance sheets reflected $6.74 billion of goodwill and $5.99 billion of intangible assets. Goodwill is recorded when the purchase price of a business exceeds the fair value of the tangible and separately measurable intangible net assets. Accounting principles generally accepted in the United States require us to test goodwill for impairment on an annual basis or when events or circumstances occur, indicating that goodwill might be impaired. Long-lived assets such as intangible assets with finite useful lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If we determine that any of our goodwill or intangible assets were impaired, we would be required to take an immediate charge to earnings with a correlative effect on partners’ capital and balance sheet leverage as measured by debt to total capitalization.


During the fourth quarter of 2016, we performed goodwill impairment tests on our reporting units and recognized goodwill impairments at both ETP and Sunoco LP. The goodwill impairments recognized at ETP consisted of $638 million related to ETP’s interstate transportation and storage operations and $32 million related to ETP’s midstream operations. These impairments are primarily due to decreases in projected future revenues and cash flows driven by reduced volumes as a result of overall declining commodity prices and changes in the markets that these assets serve. During the fourth quarter of 2016, Sunoco LP recognized a goodwill impairment of $642 million in its retail reporting unit primarily due to changes in assumptions related to projected future revenues and cash flows from the dates this goodwill was originally recorded. During the fourth quarter of 2016, Sunoco LP also recognized a $32 million impairment on its Laredo Taco brand name intangible asset primarily due to changes in Sunoco LP’s construction plan for new-to-industry sites and decreases in sales volume in oil field producing regions where Sunoco LP has operations.
If ETP and Sunoco LP do not make acquisitions on economically acceptable terms, their future growth could be limited.
ETP’s and Sunoco LP’s results of operations and their ability to grow and to increase distributions to Unitholders will depend in part on their ability to make acquisitions that are accretive to their respective distributable cash flow.
ETP and Sunoco LP may be unable to make accretive acquisitions for any of the following reasons, among others:
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.
Furthermore, even if ETP or Sunoco LP consummates acquisitions that it believes will be accretive, those acquisitions may in fact adversely affect its results of operations or result in a decrease in distributable cash flow per unit. Any acquisition involves potential risks, including the risk that ETP or Sunoco LP may:
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.
If ETP and Sunoco LP consummate future acquisitions, their respective capitalization and results of operations may change significantly. As ETP and Sunoco LP determine the application of their funds and other resources, Unitholders will not have an opportunity to evaluate the economic, financial and other relevant information that ETP and Sunoco LP will consider.
Protests and legal actions against the Dakota Access pipeline project have caused construction delays and may further delay the completion of the pipeline project.
During the summer of 2016, individuals affiliated with, or sympathetic to, the Standing Rock Sioux Tribe (the “SRST”) began gathering near a construction site on the Dakota Access pipeline project in North Dakota to protest the development of the pipeline project. Some of the protesters eventually trespassed on to the construction site, tampered with equipment, and disrupted construction activity at the site.  At this time, we are working with the various authorities to mitigate the effects of this largely unlawful protest. We believe that Dakota Access now has the necessary permits and approvals to perform all work on the pipeline project. In response to the protests, Dakota Access filed a lawsuit in federal court in North Dakota to restrain protestors from disrupting construction and also requested a temporary restraining order (“TRO”) against the Chairman of the SRST and the protestors. The U.S. District Court granted Dakota Access’s request for a TRO, and the defendants filed a motion to dismiss the case and dissolve the TRO. The Court later granted the defendants’ motions to dissolve the TRO. Dakota Access filed a response to the defendant’s motion to dismiss, and the Court has yet to rule. At this time, we cannot determine how long the protest will continue, how the legal action will be resolved. Construction work on the pipeline is ongoing, and, barring legal delays, we expect

the final portion of the pipeline to be completed in March or April. Additional protests or legal actions may arise in connection with our Dakota Access project or other projects. Trespass on to construction sites or our physical facilities, or other disruptions, could result in further damage to our assets, safety incidents, potential liability or project delays.
In July 2016, the U.S. Army Corps of Engineers (“USACE”) issued permits to Dakota Access consistent with environmental and historic preservation statutes for the pipeline to make two crossings of the Missouri River in North Dakota, including a crossing of the Missouri River at Lake Oahe. The USACE has also issued an easement to allow the pipeline to cross land owned by the USACE adjacent to the Missouri River in two locations. The SRST filed a lawsuit in the U.S. District Court for the District of Columbia against the USACE challenging the legality of the permits issued for the construction of the Dakota Access pipeline across those waterways and claiming violations of the National Historic Preservation Act (“NHPA”). The SRST also sought a preliminary injunction to rescind the USACE permits while the case is pending. Dakota Access’ moved to intervene in the case and that motion was granted by the Court. The SRST has also sought an emergency TRO to stop construction on the pipeline project. On September 9, 2016, the Court denied SRST’s motion for a preliminary injunction. After that decision, the Department of the Army, the Department of Justice, and the Department of the Interior released a joint statement stating that the USACE would not grant the easement for the land adjacent to Lake Oahe until the federal departments completed a review of the SRST’s claims in its lawsuit with respect to the USACE’s compliance with certain federal statutes in connection with its activities related to the granting of the permits. The SRST appealed the denial of the preliminary injunction to the U.S. Court of Appeals for the D.C. Circuit and filed an emergency motion for an injunction pending the appeal to the U.S. District Court. The U.S. District Court denied SRST’s emergency motion for an injunction pending the appeal. The SRST filed an amended complaint and added claims based on treaties between the tribes and the United States and statues governing the use of government property. The D.C. Circuit denied the SRST’s application for a stay pending appeal and later dismissed the SRST’s appeal of the denied TRO.
In December 2016, the Department of the Army announced that, although its prior actions complied with the law, it intended to conduct further environmental review of the crossing at Lake Oahe. In January 2017, pursuant to a presidential memorandum, the Department the Department of the Army decided that no further environmental review was necessary and delivered Dakota Access an easement to cross Lake Oahe. Construction at the site is ongoing. In the fall of 2016, the Cheyenne River Sioux Tribe intervened alongside the SRST. After USACE gave Dakota Access its final easement, the Cheyenne River Sioux moved for a preliminary injunction and temporary restraining order blocking construction. These motions raised, for the first time, claims based on the religious rights of the Tribe. The district court denied the TRO and has yet to decide whether to grant a preliminary injunction. The SRST has also moved for summary judgment on its claims against the government based on its treaty rights and the National Environmental Policy Act, and the district court is still considering this motion. Briefing is ongoing.
In addition, the Oglala and Yankton Sioux tribes have filed related lawsuits in an effort to prevent construction of the Dakota Access pipeline project.
While we believe that the pending lawsuits are unlikely to block construction or operation of the pipeline and that construction on the land adjacent to Lake Oahe will be completed in a timely manner, we cannot assure this outcome. Any significant delay imposed by the court will delay the receipt of revenue from this project. We cannot determine when or how these lawsuits will be resolved or the impact they may have on the Dakota Access project.
Income from ETP’s midstream, transportation, terminalling and storage operations is exposed to risks due to fluctuations in the demand for and price of natural gas, NGLs and oil that are beyond our control.
The prices for natural gas, NGLs and oil (including refined petroleum products) reflect market demand that fluctuates with changes in global and U.S. economic conditions and other factors, including:
the level of domestic natural gas, NGL, and oil production;
the level of natural gas, NGL, and 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 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;
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.
In the past, the prices of natural gas, NGLs and oil have been extremely volatile, and we expect this volatility to continue.
Any loss of business from existing customers or our inability to attract new customers due to a decline in demand for natural gas, NGLs, or oil could have a material adverse effect on our revenues and results of operations. In addition, significant price fluctuations for natural gas, NGL and oil commodities could materially affect our profitability
ETP is affected by competition from other midstream, transportation and storage and retail marketing companies.
We experience competition in all of our business segments. With respect to ETP’s midstream operations, ETP competes for both natural gas supplies and customers for its services. Competitors include major integrated oil companies, interstate and intrastate pipelines and companies that gather, compress, treat, process, transport, store and market natural gas.
ETP’s natural gas and NGL transportation pipelines and storage facilities compete with other interstate and intrastate pipeline companies and storage providers in the transportation and storage of natural gas and NGLs. The principal elements of competition among pipelines are rates, terms of service, access to sources of supply and the flexibility and reliability of service. Natural gas and NGLs also competes with other forms of energy, including electricity, coal, fuel oils and renewable or alternative energy. Competition among fuels and energy supplies is primarily based on price; however, non-price factors, including governmental regulation, environmental impacts, efficiency, ease of use and handling, and the availability of subsidies and tax benefits also affects competitive outcomes.
In markets served by our NGL pipelines, we compete with other pipeline companies and barge, rail and truck fleet operations. We also face competition with other storage and fractionation facilities based on fees charged and the ability to receive, distribute and/or fractionate the customer’s products.
ETP’s crude oil and refined products pipeline operations face significant competition from other pipelines for large volume shipments. These operations also face competition from trucks for incremental and marginal volumes in areas served by Sunoco Logistics’ pipelines. Further, our refined product terminals compete with terminals owned by integrated petroleum companies, refining and marketing companies, independent terminal companies and distribution companies with marketing and trading operations.
ETP may be unable to retain or replace existing midstream, transportation, terminalling and storagecustomers or volumes due to declining demand or increased competition in oil, natural gas and NGL markets, which would reduce revenues and limit future profitability.
The retention or replacement of existing customers and the volume of services that ETP provides at rates sufficient to maintain or increase current revenues and cash flows depends on a number of factors beyond our control, including the price of and demand for oil, natural gas, and NGLs in the markets we serve and competition from other service providers.
A significant portion of ETP’s sales of natural gas are to industrial customers and utilities. As a consequence of the volatility of natural gas prices and increased competition in the industry and other factors, industrial customers, utilities and other gas customers are increasingly reluctant to enter into long-term purchase contracts. Many customers purchase natural gas from more than one supplier and have the ability to change suppliers at any time. Some of these customers also have the ability to switch between gas and alternate fuels in response to relative price fluctuations in the market. Because there are many companies of greatly varying size and financial capacity that compete with us in the marketing of natural gas, we often compete in natural gas sales markets primarily on the basis of price.
ETP also receives a substantial portion of revenues by providing natural gas gathering, processing, treating, transportation and storage services. While a substantial portion of their services are sold under long-term contracts for reserved service, they also provide service on an unreserved or short-term basis. Demand for our services may be substantially reduced due to changing market prices. Declining prices may result in lower rates of natural gas production resulting in less use of services, while rising prices may diminish consumer demand and also limit the use of services. In addition, our competitors may attract our customers’ business. If demand declines or competition increases, we may not be able to sustain existing levels of unreserved service or renew or extend long-term contracts as they expire or we may reduce our rates to meet competitive pressures.
Revenue from ETP’s NGL transportation systems and refined products storage is also exposed to risks due to fluctuations in demand for transportation and storage service as a result of unfavorable commodity prices, competition from nearby pipelines, and other factors. ETP receives substantially all of their transportation revenues through dedicated contracts under which the customer agrees to deliver the total output from particular processing plants that are connected only to their transportation system. Reduction in demand for natural gas or NGLs due to unfavorable prices or other factors, however, may result lower rates of production under dedicated contracts and lower demand for our services. In addition, ETP’s refined products storage revenues

are primarily derived from fixed capacity arrangements between us and our customers, a portion of its revenue is derived from fungible storage and throughput arrangements, under which ETP’s revenue is more dependent upon demand for storage from its customers.
The volume of crude oil and products transported through ETP’s oil pipelines and terminal facilities depends on the availability of attractively priced crude oil and refined products in the areas serviced by our assets. A period of sustained price reductions for crude oil or products could lead to a decline in drilling activity, production and refining of crude oil, or import levels in these areas. A period of sustained increases in the price of crude oil or products supplied from or delivered to any of these areas could materially reduce demand for crude oil or products in these areas. In either case, the volumes of crude oil or products transported in our oil pipelines and terminal facilities could decline.
The loss of existing customers by ETP’s midstream, transportation, terminalling and storage facilities or a reduction in the volume of the services customers purchase from them, or their inability to attract new customers and service volumes would negatively affect revenues, be detrimental to growth, and adversely affect results of operations.
ETP’s midstream facilities and transportation pipelines are attached to basins with naturally declining production, which it may not be able to replace with new sources of supply.
In order to maintain or increase throughput levels on ETP’s gathering systems and transportation pipeline systems and asset utilization rates at our treating and processing plants, ETP must continually contract for new natural gas supplies and natural gas transportation services.
A substantial portion of ETP’s assets, including its gathering systems and processing and treating plants, are connected to natural gas reserves and wells that experience declining production over time. ETP’s gas transportation pipelines are also dependent upon natural gas production in areas served by our gathering systems or in areas served by other gathering systems or transportation pipelines that connect with our transportation pipelines. ETP may not be able to obtain additional contracts for natural gas supplies for its natural gas gathering systems, and may be unable to maintain or increase the levels of natural gas throughput on its transportation pipelines. The primary factors affecting our ability to connect new supplies of natural gas to our gathering systems include our success in contracting for existing natural gas supplies that are not committed to other systems and the level of drilling activity and production of natural gas near our gathering systems or in areas that provide access to its transportation pipelines or markets to which ETP’s systems connect. ETP has no control over the level of drilling activity in its areas of operation, the amount of reserves underlying the wells and the rate at which production from a well will decline. In addition, ETP has no control over producers or their production and contracting decisions.
While a substantial portion of ETP’s services are provided under long-term contracts for reserved service, it also provides service on an unreserved basis. The reserves available through the supply basins connected to our gathering, processing, treating, transportation and storage facilities may decline and may not be replaced by other sources of supply. A decrease in development or production activity could cause a decrease in the volume of unreserved services ETP provides and a decrease in the number and volume of its contracts for reserved transportation service over the long run, which in each case would adversely affect revenues and results of operations.
If we are unable to replace any significant volume declines with additional volumes from other sources, our results of operations and cash flows could be materially and adversely affected.
The profitability of certain activities in ETP’s natural gas gathering, processing, transportation and storage operations is largely dependent upon natural gas commodity prices, price spreads between two or more physical locations and market demand for natural gas and NGLs.
For a portion of the natural gas gathered on ETP’s systems, they purchase natural gas from producers at the wellhead and then gather and deliver the natural gas to pipelines where they typically resell the natural gas under various arrangements, including sales at index prices. Generally, the gross margins realized under these arrangements decrease in periods of low natural gas prices.
ETP also enters into percent-of-proceeds arrangements, keep-whole arrangements, and processing fee agreements pursuant to which they agree to gather and process natural gas received from the producers.
Under percent-of-proceeds arrangements, ETP generally sells the residue gas and NGLs at market prices and remit to the producers an agreed upon percentage of the proceeds based on an index price. In other cases, instead of remitting cash payments to the producer, ETP delivers an agreed upon percentage of the residue gas and NGL volumes to the producer and sell the volumes kept to third parties at market prices. Under these arrangements, ETP’s revenues and gross margins decline when natural gas prices and NGL prices decrease. Accordingly, a decrease in the price of natural gas or NGLs could have an adverse effect on ETP’s revenues and results of operations.

Under keep-whole arrangements, ETP generally sells the NGLs produced from their gathering and processing operations at market prices. Because the extraction of the NGLs from the natural gas during processing reduces the Btu content of the natural gas, ETP must either purchase natural gas at market prices for return to producers or make a cash payment to producers equal to the value of this natural gas. Under these arrangements, gross margins generally decrease when the price of natural gas increases relative to the price of NGLs.
When ETP processes the gas for a fee under processing fee agreements, they may guarantee recoveries to the producer. If recoveries are less than those guaranteed to the producer, ETP may suffer a loss by having to supply liquids or its cash equivalent to keep the producer whole.
ETP also receives fees and retains gas in kind from natural gas transportation and storage customers. The fuel retention fees and the value of gas that ETP retains in kind are directly affected by changes in natural gas prices. Decreases in natural gas prices tend to decrease these fuel retention fees and the value of retained gas.
In addition, ETP receives revenue from their off-gas processing and fractionating system in south Louisiana primarily through customer agreements that are a combination of keep-whole and percent-of-proceeds arrangements, as well as from transportation and fractionation fees. Consequently, a large portion of ETP’s off-gas processing and fractionation revenue is exposed to risks due to fluctuations in commodity prices. In addition, a decline in NGL prices could cause a decrease in demand for their off-gas processing and fractionation services and could have an adverse effect on their results of operations.
For ETP’s midstream operations, gross margin is generally analyzed based on fee-based margin (which includes revenues from processing fee arrangements) and non fee-based margin (which includes gross margin earned on percent-of-proceeds and keep-whole arrangements). For the years ended December 31, 2016, 2015 and 2014, gross margin from ETP’s midstream operations totaled $1.80 billion, $1.79 billion, and $1.93 billion, respectively, of which fee-based revenues constituted 86%, 88% and 66%, respectively, and non fee-based margin constituted 14%, 12% and 34%, respectively. The amount of gross margin earned by ETP’s midstream operations from fee-based and non fee-based arrangements (individually and as a percentage of total revenues) will be impacted by the volumes associated with both types of arrangements, as well as commodity prices; therefore, the dollar amounts and the relative magnitude of gross margin from fee-based and non fee-based arrangements in future periods may be significantly different from results reported in previous periods.
ETP’s natural gas and NGL revenues depend on its customers’ ability to use ETP’s pipelines and third-party pipelines over which we have no control.
ETP’s natural gas transportation, storage and NGL businesses depend, in part, on their customers’ ability to obtain access to pipelines to deliver gas to and receive gas from ETP. Many of these pipelines are owned by parties not affiliated with us. Any interruption of service on our pipelines or third-party pipelines due to testing, line repair, reduced operating pressures, or other causes or adverse change in terms and conditions of service could have a material adverse effect on ETP’s ability, and the ability of their customers, to transport natural gas to and from their pipelines and facilities and a corresponding material adverse effect on their transportation and storage revenues. In addition, the rates charged by interconnected pipelines for transportation to and from ETP’s s facilities affect the utilization and value of their storage services. Significant changes in the rates charged by those pipelines or the rates charged by other pipelines with which the interconnected pipelines compete could also have a material adverse effect on storage revenues.
Shippers using ETP’s oil pipelines and terminals are also dependent upon their pipelines and connections to third-party pipelines to receive and deliver crude oil and products. Any interruptions or reduction in the capabilities of these pipelines due to testing, line repair, reduced operating pressures, or other causes could result in reduced volumes transported in ETP’s pipelines or through their terminals. Similarly, if additional shippers begin transporting volume over interconnecting oil pipelines, the allocations of pipeline capacity to ETP existing shippers on these interconnecting pipelines could be reduced, which also could reduce volumes transported in their pipelines or through their terminals. Allocation reductions of this nature are not infrequent and are beyond our control. Any such interruptions or allocation reductions that, individually or in the aggregate, are material or continue for a sustained period of time could have a material adverse effect on ETP’s results of operations, financial position, or cash flows.
If ETP does not continue to construct new pipelines, their future growth could be limited.
ETP’s results of operations and their ability to grow and to increase distributable cash flow per unit will depend, in part, on their ability to construct pipelines that are accretive to their respective distributable cash flow. ETP may be unable to construct pipelines that are accretive to distributable cash flow for any of the following reasons, among others:
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.
Furthermore, even if ETP constructs a pipeline that it believes will be accretive, the pipeline may in fact adversely affect its results of operations or fail to achieve results projected prior to commencement of construction.
Expanding ETP’s business by constructing new pipelines and related facilities subjects ETP to risks.
One of the ways that ETP has grown their business is through the construction of additions to existing gathering, compression, treating, processing and transportation systems. The construction of a new pipeline and related facilities (or the improvement and repair of existing facilities) involves numerous regulatory, environmental, political and legal uncertainties beyond ETP’s control and requires the expenditure of significant amounts of capital to be financed through borrowings, the issuance of additional equity or from operating cash flow. If ETP undertakes these projects, they may not be completed on schedule or at all or at the budgeted cost. A variety of factors outside ETP’s control, such as weather, natural disasters and difficulties in obtaining permits and rights-of-way or other regulatory approvals, as well as the performance by third-party contractors may result in increased costs or delays in construction. Cost overruns or delays in completing a project could have a material adverse effect on ETP’s results of operations and cash flows. Moreover, revenues may not increase immediately following the completion of a particular project. For instance, if ETP builds a new pipeline, the construction will occur over an extended period of time, but ETP may not materially increase its revenues until long after the project’s completion. In addition, the success of a pipeline construction project will likely depend upon the level of oil and natural gas exploration and development drilling activity and the demand for pipeline transportation in the areas proposed to be serviced by the project as well as ETP’s ability to obtain commitments from producers in the area to utilize the newly constructed pipelines. In this regard, ETP may construct facilities to capture anticipated future growth in oil or natural gas production in a region in which such growth does not materialize. As a result, new facilities may be unable to attract enough throughput or contracted capacity reservation commitments to achieve ETP’s expected investment return, which could adversely affect its results of operations and financial condition.
ETP depends on certain key producers for a significant portion of their supplies of natural gas. The loss of, or reduction in, any of these key producers could adversely affect ETP’s business and operating results.
ETP relies on a limited number of producers for a significant portion of their natural gas supplies. These contracts have terms that range from month-to-month to life of lease. As these contracts expire, ETP will have to negotiate extensions or renewals or replace the contracts with those of other suppliers. ETP may be unable to obtain new or renewed contracts on favorable terms, if at all. The loss of all or even a portion of the volumes of natural gas supplied by these producers and other customers, as a result of competition or otherwise, could have a material adverse effect on ETP’s business, results of operations, and financial condition.
ETP depends on key customers to transport natural gas through their pipelines.
ETP relies on a limited number of major shippers to transport certain minimum volumes of natural gas on their respective pipelines. The failure of the major shippers on ETP’s or their joint ventures’ pipelines or of other key customers to fulfill their contractual obligations under these contracts could have a material adverse effect on the cash flow and results of operations of us, ETP or their joint ventures, as applicable, were unable to replace these customers under arrangements that provide similar economic benefits as these existing contracts.
ETP’s contract compression operations depend on particular suppliers and are vulnerable to parts and equipment shortages and price increases, which could have a negative impact on results of operations.
The principal manufacturers of components for ETP’s natural gas compression equipment include Caterpillar, Inc. for engines, Air-X-Changers for coolers and Ariel Corporation for compressors and frames. ETP’s reliance on these suppliers involves several risks, including price increases and a potential inability to obtain an adequate supply of required components in a timely manner. ETP also relies primarily on two vendors, Spitzer Industries Corp. and Standard Equipment Corp., to package and assemble its compression units. ETP does not have long-term contracts with these suppliers or packagers, and a partial or complete loss of certain of these sources could have a negative impact on our results of operations and could damage our customer relationships.
A material decrease in demand or distribution of crude oil available for transport through Sunoco Logistics’ pipelines or terminal facilities could materially and adversely affect our results of operations, financial position, or cash flows.
The volume of crude oil transported through Sunoco Logistics’ crude oil pipelines and terminal facilities depends on the availability of attractively priced crude oil produced or received in the areas serviced by its assets. A period of sustained crude oil price declines could lead to a decline in drilling activity, production and import levels in these areas. Similarly, a period of sustained increases in the price of crude oil supplied from any of these areas, as compared to alternative sources of crude oil available to Sunoco Logistics’ customers, could materially reduce demand for crude oil in these areas. In either case, the volumes of crude oil transported

in Sunoco Logistics’ crude oil pipelines and terminal facilities could decline, and it could likely be difficult to secure alternative sources of attractively priced crude oil supply in a timely fashion or at all. If Sunoco Logistics is unable to replace any significant volume declines with additional volumes from other sources, its results of operations, financial position, or cash flows could be materially and adversely affected.
An interruption of supply of crude oil to Sunoco Logistics’ facilities could materially and adversely affect our results of operations and revenues.
While Sunoco Logistics is well positioned to transport and receive crude oil by pipeline, marine transport and trucks, rail transportation also serves as a critical link in the supply of domestic crude oil production to U.S. refiners, especially for crude oil from regions such as the Bakken that are not sourced near pipelines or waterways that connect to all of the major U.S. refining centers. Federal regulators have issued a safety advisory warning that Bakken crude oil may be more volatile than many other North American crude oils and reinforcing the requirement to properly test, characterize, classify, and, if applicable, sufficiently degasify hazardous materials prior to and during transportation. Much of the domestic crude oil received by our facilities, especially from the Bakken region, may be transported by railroad. If the ability to transport crude oil by rail is disrupted because of accidents, weather interruptions, governmental regulation, congestion on rail lines, terrorism, other third-party action or casualty or other events, then Sunoco Logistics could experience an interruption of supply or delivery or an increased cost of receiving crude oil, and could experience a decline in volumes received. Recent railcar accidents in Quebec, Alabama, North Dakota, Pennsylvania and Virginia, in each case involving trains carrying crude oil from the Bakken region, have led to increased legislative and regulatory scrutiny over the safety of transporting crude oil by rail. In 2015, the DOT, through the PHMSA, issued a rule implementing new rail car standards and railroad operating procedures. Changing operating practices, as well as new regulations on tank car standards and shipper classifications, could increase the time required to move crude oil from production areas of facilities, increase the cost of rail transportation, and decrease the efficiency of transportation of crude oil by rail, any of which could materially reduce the volume of crude oil received by rail and adversely affect our financial condition, results of operations, and cash flows.
A portion of Sunoco Logistics’ general and administrative services have been outsourced to third-party service providers. Fraudulent activity or misuse of proprietary data involving its outsourcing partners could expose us to additional liability.
Sunoco Logistics utilizes both affiliate entities and third parties in the processing of its information and data. Breaches of its security measures or the accidental loss, inadvertent disclosure or unapproved dissemination of proprietary information or sensitive or confidential data about Sunoco Logistics or its customers, including the potential loss or disclosure of such information or data as a result of fraud or other forms of deception, could expose Sunoco Logistics to a risk of loss or misuse of this information, result in litigation and potential liability for Sunoco Logistics, lead to reputational damage, increase compliance costs, or otherwise harm its business.
Sunoco LP is entirely dependent upon third parties for the supply of refined products such as gasoline and diesel for its retail marketing business.
Sunoco LP is required to purchase refined products from third party sources, including the joint venture that acquired Sunoco, Inc.’s Philadelphia refinery. Sunoco LP may also need to contract for new ships, barges, pipelines or terminals which it has not historically used to transport these products to its markets. The inability to acquire refined products and any required transportation services at favorable prices may adversely affect Sunoco LP’s business and results of operations.
A significant decrease in demand for motor fuel, including increased consumer preference for alternative motor fuels or improvements in fuel efficiency, in the areas Sunoco LP serves would reduce their ability to make distributions to unitholders.
Sales of refined motor fuels account for approximately 84% of Sunoco LP’s total revenues and 55% of gross profit. A significant decrease in demand for motor fuel in the areas Sunoco LP serves could significantly reduce revenues and their ability to make or increase distributions to unitholders. Sunoco LP revenues are dependent on various trends, such as trends in commercial truck traffic, travel and tourism in their areas of operation, and these trends can change. Regulatory action, including government imposed fuel efficiency standards, may also affect demand for motor fuel. Because certain of Sunoco LP’s operating costs and expenses are fixed and do not vary with the volumes of motor fuel distributed, their costs and expenses might not decrease ratably or at all should they experience such a reduction. As a result, Sunoco LP may experience declines in their profit margin if fuel distribution volumes decrease.
Any technological advancements, regulatory changes or changes in consumer preferences causing a significant shift toward alternative motor fuels could reduce demand for the conventional petroleum based motor fuels Sunoco LP currently sells. Additionally, a shift toward electric, hydrogen, natural gas or other alternative-power vehicles could fundamentally change customers' shopping habits or lead to new forms of fueling destinations or new competitive pressures.

New technologies have been developed and governmental mandates have been implemented to improve fuel efficiency, which may result in decreased demand for petroleum-based fuel. Any of these outcomes could result in fewer visits to Sunoco LP’s convenience stores, a reduction in demand from their wholesale customers, decreases in both fuel and merchandise sales revenue, or reduced profit margins, any of which could have a material adverse effect on Sunoco LP’s business, financial condition, results of operations and cash available for distribution to unitholders.

The industries in which Sunoco LP operates are subject to seasonal trends, which may cause our operating costs to fluctuate, affecting our cash flow.

Sunoco LP experiences more demand for our merchandise, food and motor fuel during the late spring and summer months than during the fall and winter. Travel, recreation and construction are typically higher in these months in the geographic areas in which we operate, increasing the demand for the products that we sell and distribute. Additionally, Sunoco LP’s retail fuel margins have historically been higher in the second and third quarters of the year. Therefore, Sunoco LP’s revenues and cash flows are typically higher in the second and third quarters of our fiscal year. As a result, Sunoco LP’s results from operations may vary widely from period to period, affecting Sunoco LP’s cash flow.
Sunoco LP’s financial condition and results of operations are influenced by changes in the prices of motor fuel, which may adversely impact margins, customers’ financial condition and the availability of trade credit.
Sunoco LP’s operating results are influenced by prices for motor fuel. General economic and political conditions, acts of war or terrorism and instability in oil producing regions, particularly in the Middle East and South America, could significantly impact crude oil supplies and petroleum costs. Significant increases or high volatility in petroleum costs could impact consumer demand for motor fuel and convenience merchandise. Such volatility makes it difficult to predict the impact that future petroleum costs fluctuations may have on Sunoco LP’s operating results and financial condition. Sunoco LP is subject to dealer tank wagon pricing structures at certain locations further contributing to margin volatility. A significant change in any of these factors could materially impact both wholesale and retail fuel margins, the volume of motor fuel distributed or sold at retail, and overall customer traffic, each of which in turn could have a material adverse effect on Sunoco LP’s business, financial condition, results of operations and cash available for distribution to unitholders.
Significant increases in wholesale motor fuel prices could impact Sunoco LP as some of their customers may have insufficient credit to purchase motor fuel from us at their historical volumes. Higher prices for motor fuel may also reduce access to trade credit support or cause it to become more expensive.
The dangers inherent in the storage and transportation of motor fuel could cause disruptions in Sunoco LP’s operations and could expose them to potentially significant losses, costs or liabilities.
Sunoco LP stores motor fuel in underground and aboveground storage tanks. Sunoco LP transports the majority of its motor fuel in its own trucks, instead of by third-party carriers. Sunoco LP’s operations are subject to significant hazards and risks inherent in transporting and storing motor fuel. These hazards and risks include, but are not limited to, traffic accidents, fires, explosions, spills, discharges, and other releases, any of which could result in distribution difficulties and disruptions, environmental pollution, governmentally-imposed fines or clean-up obligations, personal injury or wrongful death claims, and other damage to its properties and the properties of others. Any such event not covered by Sunoco LP’s insurance could have a material adverse effect on its business, financial condition, results of operations and cash available for distribution to unitholders.
Sunoco LP’s fuel storage terminals are subject to operational and business risks which, if occur, may adversely affect their financial condition, results of operations, cash flows and ability to make distributions to unitholders.
Sunoco LP’s fuel storage terminals are subject to operational and business risks, the most significant of which include the following:
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.
The occurrence of any of the above situations, amongst others, may affect operations at their fuel storage terminals and may adversely affect Sunoco LP’s business, financial condition, results of operations, cash flows and ability to make distributions to unitholders.
Sunoco LP’s concentration of convenience stores along the U.S.-Mexico border increases their exposure to certain cross-border risks that could adversely affect its business and financial condition by lowering sales revenues.
Approximately 18% of Sunoco LP’s convenience stores are located in close proximity to Mexico. These stores rely heavily upon cross-border traffic and commerce to drive sales volumes. Sales volumes at these stores could be impaired by a number of cross-border risks, any one of which could have a material adverse effect on Sunoco LP’s business, financial condition and results of operations, including the following:
A devaluation of the Mexican peso could negatively affect the exchange rate between the peso and the U.S. dollar, which would result in reduced purchasing power in the U.S. on the part of Sunoco LP’s customers who are citizens of Mexico;
The imposition of tighter restrictions by the U.S. government on the ability of citizens of Mexico to cross the border into the United States, or the imposition of tariffs upon Mexican goods entering the United States or other restrictions upon Mexican-borne commerce, could reduce revenues attributable to Sunoco LP’s convenience stores regularly frequented by citizens of Mexico;
Future subsidies for motor fuel by the Mexican government could lead to wholesale cost and retail pricing differentials between the U.S. and Mexico that could divert fuel customer traffic to Mexican fuel retailers; and
The escalation of drug-related violence along the border could deter tourist and other border traffic, which could likely cause a decline in sales revenues at these locations.
The wholesale motor fuel distribution industry and convenience store industry are characterized by intense competition and fragmentation and impacted by new entrants. Failure to effectively compete could result in lower margins.
The market for distribution of wholesale motor fuel is highly competitive and fragmented, which results in narrow margins. Sunoco LP has numerous competitors, some of which may have significantly greater resources and name recognition than it does. Sunoco LP relies on its ability to provide value-added, reliable services and to control its operating costs in order to maintain our margins and competitive position. If Sunoco LP fails to maintain the quality of its services, certain of its customers could choose alternative distribution sources and margins could decrease. While major integrated oil companies have generally continued to divest retail sites and the corresponding wholesale distribution to such sites, such major oil companies could shift from this strategy and decide to distribute their own products in direct competition with Sunoco LP, or large customers could attempt to buy directly from the major oil companies. The occurrence of any of these events could have a material adverse effect on Sunoco LP’s business, financial condition, results of operations and cash available for distribution to unitholders.
The geographic areas in which Sunoco LP operates are highly competitive and marked by ease of entry and constant change in the number and type of retailers offering products and services of the type sold in their stores. Sunoco LP competes with other convenience store chains, independently owned convenience stores, motor fuel stations, supermarkets, drugstores, discount stores, dollar stores, club stores, mass merchants and local restaurants. Over the past two decades, several non-traditional retailers, such as supermarkets, hypermarkets, club stores and mass merchants, have impacted the convenience store industry, particularly in the geographic areas in which Sunoco LP operates, by entering the motor fuel retail business. These non-traditional motor fuel retailers have captured a significant share of the motor fuels market, and Sunoco LP expects their market share will continue to grow.
In some of Sunoco LP’s markets, its competitors have been in existence longer and have greater financial, marketing, and other resources than they do. As a result, Sunoco LP’s competitors may be able to better respond to changes in the economy and new opportunities within the industry. To remain competitive, Sunoco LP must constantly analyze consumer preferences and competitors’ offerings and prices to ensure that they offer a selection of convenience products and services at competitive prices to meet consumer demand. Sunoco LP must also maintain and upgrade our customer service levels, facilities and locations to remain competitive and attract customer traffic to our stores. Sunoco LP may not be able to compete successfully against current and future competitors, and competitive pressures faced by Sunoco LP could have a material adverse effect on its business, results of operations and cash available for distribution to unitholders.

Wholesale cost increases in tobacco products, including excise tax increases on cigarettes, could adversely impact Sunoco LP’s revenues and profitability.
Significant increases in wholesale cigarette costs and tax increases on cigarettes may have an adverse effect on unit demand for cigarettes. Cigarettes are subject to substantial and increasing excise taxes at both a state and federal level. Sunoco LP cannot predict whether this trend will continue into the future. Increased excise taxes may result in declines in overall sales volume and reduced gross profit percent, due to lower consumption levels and to a shift in consumer purchases from the premium to the non-premium or discount segments or to other lower-priced tobacco products or to the import of cigarettes from countries with lower, or no, excise taxes on such items.
Currently, major cigarette manufacturers offer rebates to retailers. Sunoco LP includes these rebates as a component of its gross margin from sales of cigarettes. In the event these rebates are no longer offered, or decreased, Sunoco LP’s wholesale cigarette costs will increase accordingly. In general, Sunoco LP attempts to pass price increases on to its customers. However, due to competitive pressures in our markets, it may not be able to do so. These factors could materially impact Sunoco LP’s retail price of cigarettes, cigarette unit volume and revenues, merchandise gross profit and overall customer traffic, which could in turn have a material adverse effect on Sunoco LP’s business and results of operations.
Failure to comply with state laws regulating the sale of alcohol and cigarettes may result in the loss of necessary licenses and the imposition of fines and penalties, which could have a material adverse effect on Sunoco LP’s business.
State laws regulate the sale of alcohol and cigarettes. A violation of or change in these laws could adversely affect Sunoco LP’s business, financial condition and results of operations because state and local regulatory agencies have the power to approve, revoke, suspend or deny applications for, and renewals of, permits and licenses relating to the sale of these products and can also seek other remedies. Such a loss or imposition could have a material adverse effect on Sunoco LP’s business and results of operations.
Sunoco LP currently depends on a limited number of principal suppliers in each of its operating areas for a substantial portion of its merchandise inventory and its products and ingredients for its food service facilities. A disruption in supply or a change in either relationship could have a material adverse effect on its business.
Sunoco LP currently depends on a limited number of principal suppliers in each of its operating areas for a substantial portion of its merchandise inventory and its products and ingredients for its food service facilities. If any of Sunoco LP’s principal suppliers elect not to renew their contracts, Sunoco LP may be unable to replace the volume of merchandise inventory and products and ingredients currently purchased from them on similar terms or at all in those operating areas. Further, a disruption in supply or a significant change in Sunoco LP’s relationship with any of these suppliers could have a material adverse effect on Sunoco LP’s business, financial condition and results of operations and cash available for distribution to unitholders.
Sunoco LP may be subject to adverse publicity resulting from concerns over food quality, product safety, health or other negative events or developments that could cause consumers to avoid its retail locations.
Sunoco LP may be the subject of complaints or litigation arising from food-related illness or product safety which could have a negative impact on its business. Negative publicity, regardless of whether the allegations are valid, concerning food quality, food safety or other health concerns, food service facilities, employee relations or other matters related to its operations may materially adversely affect demand for its food and other products and could result in a decrease in customer traffic to its retail stores.
It is critical to Sunoco LP’s reputation that they maintain a consistent level of high quality at their food service facilities and other franchise or fast food offerings. Health concerns, poor food quality or operating issues stemming from one store or a limited number of stores could materially and adversely affect the operating results of some or all of their stores and harm the company-owned brands, continuing favorable reputation, market value and name recognition.
We have outsourced various functions related to our retail marketing business to third-party service providers, which decreases our control over the performance of these functions. Disruptions or delays of our third-party outsourcing partners could result in increased costs, or may adversely affect service levels. Fraudulent activity or misuse of proprietary data involving our outsourcing partners could expose us to additional liability.
Sunoco LP has previously outsourced various functions related to its retail marketing business to third parties and expects to continue this practice with other functions in the future.
While outsourcing arrangements may lower our cost of operations, they also reduce our direct control over the services rendered. It is uncertain what effect such diminished control will have on the quality or quantity of products delivered or services rendered, on our ability to quickly respond to changing market conditions, or on our ability to ensure compliance with all applicable domestic and foreign laws and regulations. We believe that we conduct appropriate due diligence before entering into agreements with our

outsourcing partners. We rely on our outsourcing partners to provide services on a timely and effective basis. Although we continuously monitor the performance of these third parties and maintain contingency plans in case they are unable to perform as agreed, we do not ultimately control the performance of our outsourcing partners. Much of our outsourcing takes place in developing countries and, as a result, may be subject to geopolitical uncertainty. The failure of one or more of our third-party outsourcing partners to provide the expected services on a timely basis at the prices we expect, or as required by contract, due to events such as regional economic, business, environmental or political events, information technology system failures, or military actions, could result in significant disruptions and costs to our operations, which could materially adversely affect our business, financial condition, operating results and cash flow.
Our failure to generate significant cost savings from these outsourcing initiatives could adversely affect our profitability and weaken Sunoco LP’s competitive position. Additionally, if the implementation of our outsourcing initiatives is disruptive to our retail marketing business, we could experience transaction errors, processing inefficiencies, and the loss of sales and customers, which could cause our business and results of operations to suffer.
As a result of these outsourcing initiatives, more third parties are involved in processing our retail marketing information and data. Breaches of security measures or the accidental loss, inadvertent disclosure or unapproved dissemination of proprietary information or sensitive or confidential data about our retail marketing business or our clients, including the potential loss or disclosure of such information or data as a result of fraud or other forms of deception, could expose us to a risk of loss or misuse of this information, result in litigation and potential liability for us, lead to reputational damage to the Sunoco, Inc. brand, increase our compliance costs, or otherwise harm our business.
ETP’s interstate natural gas pipelines are subject to laws, regulations and policies governing the rates they are allowed to charge for their services, which may prevent us from fully recovering our costs.
Laws, regulations and policies governing interstate natural gas pipeline rates could affect the ability of ETP’s interstate pipelines to establish rates, to charge rates that would cover future increases in its costs, or to continue to collect rates that cover current costs.
ETP is required to file tariff rates (also known as recourse rates) with the FERC that shippers may elect to pay for interstate natural gas transportation services. We may also agree to discount these rates on a not unduly discriminatory basis or negotiate rates with shippers who elect not to pay the recourse rates. ETP must also file with the FERC all negotiated rates that do not conform to our tariff rates and all changes to our tariff or negotiated rates. The FERC must approve or accept all rate filings for us to be allowed to charge such rates.
The FERC may review existing tariffs rates on its own initiative or upon receipt of a complaint filed by a third party. The FERC may, on a prospective basis, order refunds of amounts collected if it finds the rates to have been shown not to be just and reasonable or to have been unduly discriminatory. The FERC has recently exercised this authority with respect to several other pipeline companies. If the FERC were to initiate a proceeding against ETP and find that its rates were not just and reasonable or unduly discriminatory, the maximum rates customers could elect to pay ETP may be reduced and the reduction could have an adverse effect on our revenues and results of operations.
The costs of ETP’s interstate pipeline operations may increase and ETP may not be able to recover all of those costs due to FERC regulation of its rates. If ETP proposes to change its tariff rates, its proposed rates may be challenged by the FERC or third parties, and the FERC may deny, modify or limit ETP’s proposed changes if ETP is unable to persuade the FERC that changes would result in just and reasonable rates that are not unduly discriminatory. ETP also may be limited by the terms of rate case settlement agreements or negotiated rate agreements with individual customers from seeking future rate increases, or ETP may be constrained by competitive factors from charging their tariff rates.
To the extent ETP’s costs increase in an amount greater than its revenues increase, or there is a lag between its cost increases and ability to file for and obtain rate increases, ETP’s operating results would be negatively affected. Even if a rate increase is permitted by the FERC to become effective, the rate increase may not be adequate. ETP cannot guarantee that its interstate pipelines will be able to recover all of their costs through existing or future rates.
The ability of interstate pipelines held in tax-pass-through entities, like ETP, to include an allowance for income taxes as a cost-of-service element in their regulated rates has been subject to extensive litigation before the FERC and the courts for a number of years. It is currently the FERC’s policy to permit pipelines to include in cost-of-service a tax allowance to reflect actual or potential income tax liability on their public utility income attributable to all partnership or limited liability company interests, to the extent that the ultimate owners have an actual or potential income tax liability on such income. Whether a pipeline’s owners have such actual or potential income tax liability will be reviewed by the FERC on a case-by-case basis. Under the FERC’s policy, ETP thus remains eligible to include an income tax allowance in the tariff rates ETP charges for interstate natural gas transportation. On December 15, 2016, FERC issued a Notice of Inquiry requesting energy industry input on how FERC should address income tax

allowances in cost-based rates proposed by pipeline companies organized as part of a master limited partnership. FERC issued the Notice of Inquiry in response to a remand from the U.S. Court of Appeals for the D.C. Circuit in United Airlines v. FERC, in which the court determined that FERC had not justified its conclusion that an oil pipeline organized as a partnership would not “double recover” its taxes under the current policy by both including a tax allowance in its cost-based rates and earning a return on equity calculated on a pre-tax basis. ETP cannot predict whether FERC will successfully justify its conclusion that there is no double recovery of taxes under these circumstances or whether FERC will modify its current policy on either income tax allowances or return on equity calculations for pipeline companies organized as part of a master limited partnership. However, any modification that reduces or eliminates an income tax allowance for pipeline companies organized as a part of a master limited partnership or decreases the return on equity for such pipelines could result in an adverse impact on ETP’s revenues associated with the transportation and storage services ETP provides pursuant to cost-based rates. On December 23, 2016, FERC issued an Inquiry Regarding the Commission’s Policy of Recovery of Income Tax Credits. FERC is seeking comment regarding how to address any double recovery resulting from the Commission’s current income tax allowance and rate of return policies. The comment period with respect to the proposed rules extends until April 7, 2017.
The interstate natural gas pipelines are subject to laws, regulations and policies governing terms and conditions of service, which could adversely affect their business and operations.
In addition to rate oversight, the FERC’s regulatory authority extends to many other aspects of the business and operations of ETP’s interstate natural gas pipelines, including:
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.
Compliance with these requirements can be costly and burdensome. In addition, we cannot guarantee that the FERC will authorize tariff changes and other activities we might propose to undertake in a timely manner and free from potentially burdensome conditions. Future changes to laws, regulations, policies and interpretations thereof may impair the ability of ETP’s interstate pipelines to compete for business, may impair their ability to recover costs or may increase the cost and burden of operation.
Rate regulation or market conditions may not allow ETP to recover the full amount of increases in the costs of its crude oil, NGL and products pipeline operations.
Transportation provided on ETP’s common carrier interstate crude oil, NGL and products pipelines is subject to rate regulation by the FERC, which requires that tariff rates for transportation on these oil pipelines be just and reasonable and not unduly discriminatory. If ETP proposes new or changed rates, the FERC or interested persons may challenge those rates and the FERC is authorized to suspend the effectiveness of such rates for up to seven months and to investigate such rates. If, upon completion of an investigation, the FERC finds that the proposed rate is unjust or unreasonable, it is authorized to require the carrier to refund revenues in excess of the prior tariff during the term of the investigation. The FERC also may investigate, upon complaint or on its own motion, rates that are already in effect and may order a carrier to change its rates prospectively. Upon an appropriate showing, a shipper may obtain reparations for damages sustained for a period of up to two years prior to the filing of a complaint.
The primary ratemaking methodology used by the FERC to authorize increases in the tariff rates of petroleum pipelines is price indexing. The FERC’s ratemaking methodologies may limit our ability to set rates based on our costs or may delay the use of rates that reflect increased costs. In October 2016, FERC issued an Advance Notice of Proposed Rulemaking seeking comment on a number of proposals, including: (1) whether the Commission should deny any increase in a rate ceiling or annual index-based rate increase if a pipeline’s revenues exceed total costs by 15% for the prior two years; (2) a new percentage comparison test that would deny a proposed increase to a pipeline’s rate or ceiling level greater than 5% above the barrel-mile cost changes; and (3) a requirement that all pipelines file indexed ceiling levels annually, with the ceiling levels subject to challenge and restricting the pipeline’s ability to carry forward the full indexed increase to a future period. The comment period with respect to the proposed rules extends until March 17, 2017. If the FERC’s indexing methodology changes, the new methodology could materially and adversely affect our financial condition, results of operations or cash flows.
Under the EPAct of 1992, certain interstate pipeline rates were deemed just and reasonable or “grandfathered.” Revenues are derived from such grandfathered rates on most of our FERC-regulated pipelines. A person challenging a grandfathered rate must,

as a threshold matter, establish a substantial change since the date of enactment of the Energy Policy Act, in either the economic circumstances or the nature of the service that formed the basis for the rate. If the FERC were to find a substantial change in circumstances, then the existing rates could be subject to detailed review and there is a risk that some rates could be found to be in excess of levels justified by the pipeline’s costs. In such event, the FERC could order us to reduce pipeline rates prospectively and to pay refunds to shippers.
If the FERC’s petroleum pipeline ratemaking methodologies procedures changes, the new methodology or procedures could adversely affect our business and results of operations.
State regulatory measures could adversely affect the business and operations of ETP’s midstream and intrastate pipeline and storage assets.
ETP’s midstream and intrastate transportation and storage operations are generally exempt from FERC regulation under the NGA, but FERC regulation still significantly affects their business and the market for their products. The rates, terms and conditions of service for the interstate services they provide in their intrastate gas pipelines and gas storage are subject to FERC regulation under Section 311 of the NGPA. ETP’s HPL System, East Texas pipeline, Oasis pipeline and ET Fuel System provide such services. Under Section 311, rates charged for transportation and storage must be fair and equitable. Amounts collected in excess of fair and equitable rates are subject to refund with interest, and the terms and conditions of service, set forth in the pipeline’s statement of operating conditions, are subject to FERC review and approval. Should the FERC determine not to authorize rates equal to or greater than ETP’s costs of service, their cash flow would be negatively affected.
ETP’s midstream and intrastate gas and oil transportation pipelines and their intrastate gas storage operations are subject to state regulation. All of the states in which they operate midstream assets, intrastate pipelines or intrastate storage facilities have adopted some form of complaint-based regulation, which allow producers and shippers to file complaints with state regulators in an effort to resolve grievances relating to the fairness of rates and terms of access. The states in which ETP operates have ratable take statutes, which generally require gatherers to take, without undue discrimination, production that may be tendered to the gatherer for handling. Similarly, common purchaser statutes generally require gatherers to purchase without undue discrimination as to source of supply or producer. These statutes have the effect of restricting our right as an owner of gathering facilities to decide with whom we contract to purchase or transport natural gas. Should a complaint be filed in any of these states or should regulation become more active, ETP’s businesses may be adversely affected.
ETP’s intrastate transportation operations located in Texas are also subject to regulation as gas utilities by the TRRC. Texas gas utilities must publish the rates they charge for transportation and storage services in tariffs filed with the TRRC, although such rates are deemed just and reasonable under Texas law unless challenged in a complaint.
ETP is subject to other forms of state regulation, including requirements to obtain operating permits, reporting requirements, and safety rules (see description of federal and state pipeline safety regulation below). Violations state laws, regulations, orders and permit conditions can result in the modification, cancellation or suspension of a permit, civil penalties and other relief.
Certain of ETP’s assets may become subject to regulation.
The distinction between federally unregulated gathering facilities and FERC-regulated transmission pipelines under the NGA has been the subject of extensive litigation and may be determined by the FERC on a case-by-case basis, although the FERC has made no determinations as to the status of our facilities. Consequently, the classification and regulation of our gathering facilities could change based on future determinations by the FERC, the courts or Congress. If our gas gathering operations become subject to FERC jurisdiction, the result may adversely affect the rates we are able to charge and the services we currently provide, and may include the potential for a termination of our gathering agreements with our customers.
Intrastate transportation of NGLs is largely regulated by the state in which such transportation takes place. Lone Star’s NGL Pipeline transports NGLs within the state of Texas and is subject to regulation by the TRRC. This NGLs transportation system offers services pursuant to an intrastate transportation tariff on file with the TRRC. Lone Star’s NGL pipeline also commenced the interstate transportation of NGLs in 2013, which is subject to FERC’s jurisdiction under the Interstate Commerce Act and the Energy Policy Act of 1992. Both intrastate and interstate NGL transportation services must be provided in a manner that is just, reasonable, and non-discriminatory. The tariff rates established for interstate services were based on a negotiated agreement; however, if FERC’s rate making methodologies were imposed, they may, among other things, delay the use of rates that reflect increased costs and subject us to potentially burdensome and expensive operational, reporting and other requirements. In addition, the rates, terms and conditions for shipments of crude oil, petroleum products and NGLs on our pipelines are subject to regulation by FERC if the NGLs are transported in interstate or foreign commerce whether by our pipelines or other means of transportation. Since we do not control the entire transportation path of all crude oil, petroleum products and NGLs on our pipelines, FERC regulation could be triggered by our customers’ transportation decisions.

In addition, if any of our pipelines were found to have provided services or otherwise operated in violation of the NGA, NGPA, or ICA, this could result in the imposition of administrative and criminal remedies and civil penalties, as well as a requirement to disgorge charges collected for such services in excess of the rate established by the FERC. Any of the foregoing could adversely affect revenues and cash flow related to these assets.
The absence of a quorum at FERC, if it persists, could limit our ability to construct new facilities and/or expand certain existing facilities, which could have a material and adverse impact on our business and result of operations.
The Federal Energy Regulatory Commission (“FERC” or the “Commission”) oversees, among other matters, the interstate sale at wholesale and transportation of natural gas, crude oil and refined petroleum products, as well as the construction and siting of liquefied natural gas, or LNG, facilities.  FERC’s authority includes reviewing proposals to site, construct, expand and/or retire interstate natural gas pipeline facilities.  As set forth in the Department of Energy Authorization Act (“DOE Act”), the Commission is composed of up to five Commissioners, who are to be appointed by the President and confirmed by the Senate.  The DOE Act requires that at least three Commissioners be present “for the transaction of business.”  Without such a quorum of three or more Commissioners, FERC is unable to act on matters that require a vote of its Commissioners.  Norman Bay, a FERC Commissioner and former Chairman of the Commission, resigned effective February 3, 2017.  With Commissioner Bay’s departure, only two FERC Commissioners remained in office, as there were already two vacancies prior to Commissioner Bay’s resignation.  FERC has therefore lacked the quorum required for its Commissioners to issues orders and take other actions since February 3.  While FERC staff may still issue certain routine or uncontested orders under authority delegated by the Commission while it had a quorum, and such delegated authority was broadened immediately prior to Commissioner Bay’s departure, FERC is currently unable to resolve contested cases or issue major new orders, such as certificates of public convenience and necessity for new interstate natural gas pipelines or the expansion of existing FERC-certificated pipelines.  The current limitations on FERC’s ability to act have not had a material effect on our operations, but if the absence of a quorum continues for a long enough period of time, our ability to construct new facilities and/or expand the capacity of our pipelines could be materially affected.  The absence of a quorum will continue until a new FERC Commissioner is nominated by the President and confirmed by the Senate, provided the two remaining FERC Commissioners remain in office.  The President has not yet nominated any new FERC Commissioners to fill the vacancies.
ETP may incur significant costs and liabilities resulting from performance of pipeline integrity programs and related repairs.
Pursuant to authority under the NGPSA and HLPSA, as amended, PHMSA has established a series of rules requiring pipeline operators to develop and implement integrity management programs for natural gas transmission and hazardous liquid pipelines that, in the event of a pipeline leak or rupture, could affect HCAs which are areas where a release could have the most significant adverse consequences, including high population areas, certain drinking water sources, and unusually sensitive ecological areas.
These regulations require operators of covered pipelines to:
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.
In addition, states have adopted regulations similar to existing PHMSA regulations for intrastate gathering and transmission lines. At this time, we cannot predict the ultimate cost of compliance with applicable pipeline integrity management regulations, as the cost will vary significantly depending on the number and extent of any repairs found to be necessary as a result of the pipeline integrity testing. We will continue our pipeline integrity testing programs to assess and maintain the integrity of our pipelines. The results of these tests could cause us to incur significant and unanticipated capital and operating expenditures for repairs or upgrades deemed necessary to ensure the continued safe and reliable operation of our pipelines. Any changes to pipeline safety laws by Congress and regulations by PHMSA that result in more stringent or costly safety standards could have a significant adverse effect on us and similarly situated midstream operators. For example, in January 2017, PHMSA issued a final rule for hazardous liquid pipelines that significantly expands the reach of certain PHMSA integrity management requirements, such as, for example, periodic assessments, leak detection and repairs, regardless of the pipeline’s proximity to a HCA. The final rule also imposes new reporting requirements for certain unregulated pipelines, including all hazardous liquid gathering lines. However, the date of implementation of this final rule by publication in the Federal Register is uncertain given the recent change in Presidential Administrations. In a second example, in March 2016, PHMSA announced a proposed rulemaking that would impose new or more stringent requirements for certain natural gas lines and gathering lines including, among other things, expanding certain of PHMSA’s current regulatory safety programs for natural gas pipelines in newly defined “moderate consequence areas” that contain as few as 5 dwellings within

a potential impact area; requiring gas pipelines installed before 1970 and thus excluded from certain pressure testing obligations to be tested to determine their MAOP; and requiring certain onshore and offshore gathering lines in Class I areas to comply with damage prevention, corrosion control, public education, MAOP limits, line markers and emergency planning standards. Additional requirements proposed by this proposed rulemaking would increase PHMSA’s integrity management requirements and also require consideration of seismicity in evaluating threats to pipelines. The changes adopted or proposed by these rulemakings or made in future legal requirements could have a material adverse effect on ETP’s results of operations and costs of transportation services.
Federal and state legislative and regulatory initiatives relating to pipeline safety that require the use of new or more stringent safety controls or result in more stringent enforcement of applicable legal requirements could subject us to increased capital costs, operational delays and costs of operation.
The NGPSA and HLPSA were amended by the 2011 Pipeline Safety Act. Among other things, the 2011 Pipeline Safety Act increased the penalties for safety violations and directed the Secretary of Transportation to promulgate rules or standards relating to expanded integrity management requirements, automatic or remote-controlled valve use, excess flow valve use, leak detection system installation, testing to confirm that the material strength of certain pipelines are above 30% of specified minimum yield strength, and operator verification of records confirming the MAOP of certain interstate natural gas transmission pipelines. More recently, in June 2016, the 2016 Pipeline Safety Act was passed, extending PHMSA’s statutory mandate through 2019 and, among other things, requiring PHMSA to complete certain of its outstanding mandates under the 2011 Pipeline Safety Act and developing new safety standards for natural gas storage facilities by June 22, 2018. The 2016 Pipeline Safety Act also empowers PHMSA to address imminent hazards by imposing emergency restrictions, prohibitions and safety measures on owners and operators of natural gas or hazardous liquid pipeline facilities without prior notice or an opportunity for a hearing. PHMSA issued interim regulations in October 2016 to implement the agency's expanded authority to address unsafe pipeline conditions or practices that pose an imminent hazard to life, property, or the environment. The safety enhancement requirements and other provisions of the 2011 Pipeline Safety Act as further amended by the 2016 Pipeline Safety Act as well as any implementation of PHMSA rules thereunder or any issuance or reinterpretation of guidance by PHMSA or any state agencies with respect thereto could require ETP to install new or modified safety controls, pursue additional capital projects, or conduct maintenance programs on an accelerated basis, any or all of which tasks could result in ETP incurring increased operating costs that could be significant and have a material adverse effect on ETP’s results of operations or financial condition.
ETP’s business involves the generation, handling and disposal of hazardous substances, hydrocarbons and wastes, which activities are subject to environmental and worker health and safety laws and regulations that may cause ETP to incur significant costs and liabilities.
ETP’s operations are subject to stringent federal, tribal, state and local laws and regulations governing the discharge of materials into the environment, worker health and safety and protection of the environment. These laws and regulations may require the acquisition of permits for ETP’s operations, result in capital expenditures to manage, limit, or prevent emissions, discharges or releases of various materials from ETP’s pipelines, plants and facilities, impose specific health and safety standards addressing worker protection, and impose substantial liabilities for pollution resulting from ETP’s operations. Several governmental authorities, such as the EPA and analogous state agencies have the power to enforce compliance with these laws and regulations and the permits issued under them and frequently mandate difficult and costly remediation measures and other actions. Failure to comply with these laws, regulations and permits may result in the assessment of significant administrative, civil and criminal penalties, the imposition of investigatory remedial and corrective obligations, the occurrence of delays in permitting and performance of projects, and the issuance of injunctive relief. Certain environmental laws impose strict, joint and several liability for costs required to clean up and restore sites where hazardous substances, hydrocarbons or wastes have been disposed or released, even under circumstances where the substances, hydrocarbons or wastes have been released by a predecessor operator. Moreover, it is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property and natural resource damage allegedly caused by noise, odor or the release of hazardous substances, hydrocarbons or wastes into the environment.
ETP may incur substantial environmental costs and liabilities because of the underlying risk arising out of its operations. Although we have established financial reserves for our estimated environmental remediation liabilities, additional contamination or conditions may be discovered, resulting in increased remediation costs, liabilities or natural resource damages that could substantially increase our costs for site remediation projects. Accordingly, we cannot assure you that our current reserves are adequate to cover all future liabilities, even for currently known contamination.
Changes in environmental laws and regulations occur frequently, and any such changes that result in more stringent and costly waste handling, emission standards, or storage, transport, disposal or remediation requirements could have a material adverse effect on our operations or financial position. For example, in October 2015, the EPA published a final rule under the Clean Air Act, lowering the NAAQS for ground-level ozone to 70 parts per billion for the 8-hour primary and secondary ozone standards. Compliance with this final rule or any other new regulations could, among other things, require installation of new emission

controls on some of our equipment, result in longer permitting timelines or new restrictions or prohibitions with respect to permits or projects, and significantly increase our capital expenditures and operating costs, which could adversely impact our business. Historically, we have been able to satisfy the more stringent nitrogen oxide emission reduction requirements that affect our compressor units in ozone non-attainment areas at reasonable cost, but there is no assurance that we will not incur material costs in the future to meet the new, more stringent ozone standard.
Product liability claims and litigation could adversely affect our business and results of operations.
Product liability is a significant commercial risk. Substantial damage awards have been made in certain jurisdictions against manufacturers and resellers based upon claims for injuries caused by the use of or exposure to various products. There can be no assurance that product liability claims against us would not have a material adverse effect on our business or results of operations.
Along with other refiners, manufacturers and sellers of gasoline, Sunoco, Inc. is a defendant in numerous lawsuits that allege methyl tertiary butyl ether (“MTBE”) contamination in groundwater. Plaintiffs, who include water purveyors and municipalities responsible for supplying drinking water and private well owners, are seeking compensatory damages (and in some cases injunctive relief, punitive damages and attorneys’ fees) for claims relating to the alleged manufacture and distribution of a defective product (MTBE-containing gasoline) that contaminates groundwater, and general allegations of product liability, nuisance, trespass, negligence, violation of environmental laws and deceptive business practices. There has been insufficient information developed about the plaintiffs’ legal theories or the facts that would be relevant to an analysis of the ultimate liability to Sunoco, Inc. These allegations or other product liability claims against Sunoco, Inc. could have a material adverse effect on our business or results of operations.
Climate change legislation or regulations restricting emissions of “greenhouse gases” could result in increased operating costs and reduced demand for the services we provide.
Climate change continues to attract considerable public and scientific attention. As a result, numerous proposals have been made and are likely to continue to be made at the international, national, regional and state levels of government to monitor and limit emissions of GHGs. These efforts have included consideration of cap-and-trade programs, carbon taxes and GHG reporting and tracking programs, and regulations that directly limit GHG emissions from certain sources. At the federal level, no comprehensive climate change legislation has been implemented to date. The EPA has, however, adopted rules under authority of the Clean Air Act that, among other things, establish PSD construction and Title V operating permit reviews for GHG emissions from certain large stationary sources that are also potential major sources of certain principal, or criteria, pollutant emissions, which reviews could require securing PSD permits at covered facilities emitting GHGs and meeting "best available control technology" standards for those GHG emissions. In addition, the EPA has adopted rules requiring the monitoring and annual reporting of GHG emissions from certain petroleum and natural gas system sources in the U.S., including, among others, onshore processing, transmission, storage and distribution facilities. In October 2015, the EPA amended and expanded the GHG reporting requirements to all segments of the oil and natural gas industry, including gathering and boosting facilities and blowdowns of natural gas transmission pipelines.
Federal agencies also have begun directly regulating emissions of methane, a GHG, from oil and natural gas operations. In June 2016, the EPA published NSPS Subpart OOOOa standards that require certain new, modified or reconstructed facilities in the oil and natural gas sector to reduce these methane gas and volatile organic compound emissions. These Subpart OOOOa standards will expand previously issued NSPS Subpart OOOO standards by using certain equipment-specific emissions control practices, requiring additional controls for pneumatic controllers and pumps as well as compressors, and imposing leak detection and repair requirements for natural gas compressor and booster stations. Moreover, in November 2016, the EPA began seeking information about methane emissions from facilities and operators in the oil and natural gas industry that could be used to develop Existing Source Performance Standards. Additionally, in December 2015, the United States joined the international community at the 21st Conference of the Parties of the United Nations Framework Convention on Climate Change in Paris, France preparing an agreement requiring member countries to review and “represent a progression” in their intended nationally determined contributions, which set GHG emission reduction goals every five years beginning in 2020. This “Paris agreement” was signed by the United States in April 2016 and entered into force in November 2016; however, this agreement does not create any binding obligations for nations to limit their GHG emissions, but rather includes pledges to voluntarily limit or reduce future emissions. The adoption and implementation of any international, federal or state legislation or regulations that require reporting of GHGs or otherwise restrict emissions of GHGs could result in increased compliance costs or additional operating restrictions, and could have a material adverse effect on ETP’s business, financial condition, demand for ETP’s services, results of operations, and cash flows. Finally, some scientists have concluded that increasing concentrations of GHG in the atmosphere may produce climate changes that have significant physical effects, such as increased frequency and severity of storms, droughts, and floods and other climate events that could have an adverse effect ETP’s our assets.

The adoption of the Dodd-Frank Act could have an adverse effect on our ability to use derivative instruments to reduce the effect of commodity price, interest rate and other risks associated with our business, resulting in our operations becoming more volatile and our cash flows less predictable.
Congress has adopted the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), a comprehensive financial reform legislation that establishes federal oversight and regulation of the over-the-counter derivatives market and entities, such as us, that participate in that market. This legislation was signed into law by President Obama on July 21, 2010 and requires the Commodities Futures Training Commission (“CFTC”), the SEC and other regulators to promulgate rules and regulations implementing the new legislation. While certain regulations have been promulgated and are already in effect, the rulemaking and implementation process is still ongoing, and we cannot yet predict the ultimate effect of the rules and regulations on our business.
The Dodd-Frank Act expanded the types of entities that are required to register with the CFTC and the SEC as a result of their activities in the derivatives markets or otherwise become specifically qualified to enter into derivatives contracts. We will be required to assess our activities in the derivatives markets, and to monitor such activities on an ongoing basis, to ascertain and to identify any potential change in our regulatory status.
Reporting and recordkeeping requirements also could significantly increase operating costs and expose us to penalties for non-compliance, and require additional compliance resources. Added public transparency as a result of the reporting rules may also have a negative effect on market liquidity which could also negatively impact commodity prices and our ability to hedge.
In October 2011, the CFTC has also issued regulations to set position limits for certain futures and option contracts in the major energy markets and for swaps that are their economic equivalents. However, in September 2012, the CFTC’s position limits rules were vacated by the U.S. District Court for the District of Columbia. In November 2013, the CFTC proposed new rules that would place limits on positions in certain core futures and equivalent swaps contracts for or linked to certain physical commodities, subject to exceptions for certain bona fide hedging transactions. As these new position limit rules are not yet final, the impact of those provisions on us is uncertain at this time.
The CFTC has designated certain interest rate swaps and credit default swaps for mandatory clearing and exchange trading. The associated rules require us, in connection with covered derivative activities, to comply with such requirements or take steps to qualify for an exemption to such requirements. We must obtain approval from the board of directors of our General Partner and make certain filings in order to rely on the end-user exception from the mandatory clearing requirements for swaps entered into to hedge our commercial risks. The application of mandatory clearing and trade execution requirements to other market participants, such as swap dealers, may change the cost and availability of the swaps that we use for hedging. The CFTC has not yet proposed rules designating any other classes of swaps, including physical commodity swaps, for mandatory clearing and exchange trading.
In addition, the Dodd-Frank Act requires that regulators establish margin rules for uncleared swaps. The application of such requirements to other market participants, such as swap dealers, may change the cost and availability of the swaps we use for hedging. If any of our swaps do not qualify for the commercial end-user exception, posting of collateral could impact our liquidity and reduce cash available to us for capital expenditures, reducing our ability to execute hedges to reduce risk and protect cash flow.
Rules promulgated under the Dodd-Frank Act further defined forwards as well as instances where forwards may become swaps. Because the CFTC rules, interpretations, no-action letters, and case law are still developing, it is possible that some arrangements that previously qualified as forwards or energy service contracts may fall in the regulatory category of swaps or options. In addition, the CFTC’s rules applicable to trade options may further impose burdens on our ability to conduct our traditional hedging operations and could become subject to CFTC investigations in the future.
The new legislation and any new regulations could significantly increase the cost of derivative contracts, materially alter the terms of derivative contracts, reduce the availability of derivatives to protect against risks we encounter, or reduce our ability to monetize or restructure existing derivative contracts. If we reduce our use of derivatives as a result of the legislation and regulations, our results of operations may become more volatile and our cash flows may be less predictable. Finally, if we fail to comply with applicable laws, rules or regulations, we may be subject to fines, cease-and-desist orders, civil and criminal penalties or other sanctions.
A natural disaster, catastrophe or other event could result in severe personal injury, property damage and environmental damage, which could curtail ETP’s operations and otherwise materially adversely affect their cash flow.
Some of ETP’s operations involve risks of personal injury, property damage and environmental damage, which could curtail its operations and otherwise materially adversely affect its cash flow. For example, natural gas facilities operate at high pressures, sometimes in excess of 1,100 pounds per square inch. Virtually all of ETP’s operations are exposed to potential natural disasters, including hurricanes, tornadoes, storms, floods and/or earthquakes.

If one or more facilities that are owned by ETP or that deliver natural gas or other products to ETP are damaged by severe weather or any other disaster, accident, catastrophe or event, ETP’s operations could be significantly interrupted. Similar interruptions could result from damage to production or other facilities that supply ETP’s facilities or other stoppages arising from factors beyond its control. These interruptions might involve significant damage to people, property or the environment, and repairs might take from a week or less for a minor incident to six months or more for a major interruption. Any event that interrupts the revenues generated by ETP’s operations, or which causes it to make significant expenditures not covered by insurance, could reduce ETP’s cash available for paying distributions to its Unitholders, including us.
As a result of market conditions, premiums and deductibles for certain insurance policies can increase substantially, and in some instances, certain insurance may become unavailable or available only for reduced amounts of coverage. As a result, ETP may not be able to renew existing insurance policies or procure other desirable insurance on commercially reasonable terms, if at all. If ETP were to incur a significant liability for which it was not fully insured, it could have a material adverse effect on ETP’s financial position and results of operations, as applicable. In addition, the proceeds of any such insurance may not be paid in a timely manner and may be insufficient if such an event were to occur.
Terrorist attacks aimed at our facilities could adversely affect its business, results of operations, cash flows and financial condition.
The United States government has issued warnings that energy assets, including the nation’s pipeline infrastructure, may be the future target of terrorist organizations. Some of our facilities are subject to standards and procedures required by the Chemical Facility Anti-Terrorism Standards. We believe we are in compliance with all material requirements; however, such compliance may not prevent a terrorist attack from causing material damage to our facilities or pipelines. Any such terrorist attack on ETP’s facilities or pipelines, those of their customers, or in some cases, those of other pipelines could have a material adverse effect on ETP’s business, financial condition and results of operations.
Additional deepwater drilling laws and regulations, delays in the processing and approval of drilling permits and exploration and oil spill-response plans, and other related restrictions arising after the Deepwater Horizon incident in the Gulf of Mexico may have a material adverse effect on our business, financial condition, or results of operations.
In recent years, the federal Bureau of Ocean Energy Management (“BOEM”) and the federal Bureau of Safety and Environmental Enforcement (“BSEE”), each agencies of the U.S. Department of the Interior, have imposed more stringent permitting procedures and regulatory safety and performance requirements for new wells to be drilled in federal waters. Compliance with these more stringent regulatory requirements and with existing environmental and oil spill regulations, together with any uncertainties or inconsistencies in decisions and rulings by governmental agencies, delays in the processing and approval of drilling permits or exploration, development, oil spill-response and decommissioning plans, and possible additional regulatory initiatives could result in difficult and more costly actions and adversely affect or delay new drilling and ongoing development efforts.
In addition, new regulatory initiatives may be adopted or enforced by the BOEM or the BSEE in the future that could result in additional costs, delays, restrictions, or obligations with respect to oil and natural gas exploration and production operations conducted offshore by certain of ETP’s customers. For example, in April 2016, the BOEM published a proposed rule that would update existing air-emissions requirements relating to offshore oil and natural-gas activity on federal Outer Continental Shelf waters. In addition, in September 2016, the BOEM issued a Notice to Lessees and Operators that would bolster supplemental bonding procedures for the decommissioning of offshore wells, platforms, pipelines, and other facilities. These regulatory actions, or any new rules, regulations, or legal initiatives could delay or disrupt our customers operations, increase the risk of expired leases due to the time required to develop new technology, result in increased supplemental bonding and costs, limit activities in certain areas, or cause our customers’ to incur penalties, or shut-in production or lease cancellation. Also, if material spill events were to occur in the future, the United States or other countries could elect to issue directives to temporarily cease drilling activities offshore and, in any event, may from time to time issue further safety and environmental laws and regulations regarding offshore oil and gas exploration and development. The overall costs imposed on ETP’s customers to implement and complete any such spill response activities or any decommissioning obligations could exceed estimated accruals, insurance limits, or supplemental bonding amounts, which could result in the incurrence of additional costs to complete. We cannot predict with any certainty the full impact of any new laws or regulations on ETP’s customers’ drilling operations or on the cost or availability of insurance to cover some or all of the risks associated with such operations. The occurrence of any one or more of these developments could result in decreased demand for ETP’s services, which could have a material adverse effect on its business as well as its financial position, results of operation and liquidity.

Our business is subject to federal, state and local laws and regulations that govern the product quality specifications of the petroleum products that we store and transport.
The petroleum products that we store and transport through Sunoco Logistics’ operations are sold by our customers for consumption into the public market. Various federal, state and local agencies have the authority to prescribe specific product quality specifications to commodities sold into the public market. Changes in product quality specifications could reduce our throughput volume, require us to incur additional handling costs or require the expenditure of significant capital. In addition, different product specifications for different markets impact the fungibility of products transported and stored in our pipeline systems and terminal facilities and could require the construction of additional storage to segregate products with different specifications. We may be unable to recover these costs through increased revenues.
In addition, our butane blending services are reliant upon gasoline vapor pressure specifications. Significant changes in such specifications could reduce butane blending opportunities, which would affect our ability to market our butane blending service licenses and which would ultimately affect our ability to recover the costs incurred to acquire and integrate our butane blending assets.
Our business could be affected adversely by union disputes and strikes or work stoppages by Panhandle’s and Sunoco LP’s unionized employees.
As of December 31, 2016, approximately 6% of our workforce is covered by a number of collective bargaining agreements with various terms and dates of expiration. There can be no assurances that Panhandle or Sunoco, Inc. will not experience a work stoppage in the future as a result of labor disagreements. Any work stoppage could, depending on the affected operations and the length of the work stoppage, have a material adverse effect on our business, financial position, results of operations or cash flows.
Governmental regulations and policies, particularly in the areas of taxation, energy and the environment, have a significant impact on our retail marketing business.
Federally mandated standards for use of renewable biofuels, such as ethanol and biodiesel in the production of refined products, are transforming traditional gasoline and diesel markets in North America. These regulatory mandates present production and logistical challenges for both the petroleum refining and ethanol industries, and may require us to incur additional capital expenditures or expenses particularly in our retail marketing business. We may have to enter into arrangements with other parties to meet our obligations to use advanced biofuels, with potentially uncertain supplies of these new fuels. If we are unable to obtain or maintain sufficient quantities of ethanol to support our blending needs, our sale of ethanol blended gasoline could be interrupted or suspended which could result in lower profits. There also will be compliance costs related to these regulations. We may experience a decrease in demand for refined petroleum products due to new federal requirements for increased fleet mileage per gallon or due to replacement of refined petroleum products by renewable fuels. In addition, tax incentives and other subsidies making renewable fuels more competitive with refined petroleum products may reduce refined petroleum product margins and the ability of refined petroleum products to compete with renewable fuels. A structural expansion of production capacity for such renewable biofuels could lead to significant increases in the overall production, and available supply, of gasoline and diesel in markets that we supply. In addition, a significant shift by consumers to more fuel-efficient vehicles or alternative fuel vehicles (such as ethanol or wider adoption of gas/electric hybrid vehicles), or an increase in vehicle fuel economy, whether as a result of technological advances by manufacturers, legislation mandating or encouraging higher fuel economy or the use of alternative fuel, or otherwise, also could lead to a decrease in demand, and reduced margins, for the refined petroleum products that we market and sell.
It is possible that any, or a combination, of these occurrences could have a material adverse effect on Sunoco, Inc.’s business or results of operations.
Our operations could be disrupted if our information systems fail, causing increased expenses and loss of sales.
Our business is highly dependent on financial, accounting and other data processing systems and other communications and information systems, including our enterprise resource planning tools. We process a large number of transactions on a daily basis and rely upon the proper functioning of computer systems. If a key system was to fail or experience unscheduled downtime for any reason, even if only for a short period, our operations and financial results could be affected adversely. Our systems could be damaged or interrupted by a security breach, fire, flood, power loss, telecommunications failure or similar event. We have a formal disaster recovery plan in place, but this plan may not entirely prevent delays or other complications that could arise from an information systems failure. Our business interruption insurance may not compensate us adequately for losses that may occur.

Cybersecurity breaches and other disruptions could compromise our information and operations, and expose us to liability, which would cause our business and reputation to suffer.
In the ordinary course of our business, we collect and store sensitive data, including intellectual property, our proprietary business information and that of our customers, suppliers and business partners, and personally identifiable information of our employees, in our data centers and on our networks. The secure processing, maintenance and transmission of this information is critical to our operations and business strategy. Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions. Any such breach could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, regulatory penalties for divulging shipper information, disruption of our operations, damage to our reputation, and loss of confidence in our products and services, which could adversely affect our business.
Our information technology infrastructure is critical to the efficient operation of our business and essential to our ability to perform day-today operations. Breaches in our information technology infrastructure or physical facilities, or other disruptions, could result in damage to our assets, safety incidents, damage to the environment, potential liability or the loss of contracts, and have a material adverse effect on our operations, financial position and results of operations.
The costs of providing pension and other postretirement health care benefits and related funding requirements are subject to changes in pension fund values, changing demographics and fluctuating actuarial assumptions and may have a material adverse effect on our financial results.
Certain of our subsidiaries provide pension plan and other postretirement healthcare benefits to certain of their employees. The costs of providing pension and other postretirement health care benefits and related funding requirements are subject to changes in pension and other postretirement fund values, changing demographics and fluctuating actuarial assumptions that may have a material adverse effect on the Partnership’s future consolidated financial results. While certain of the costs incurred in providing such pension and other postretirement healthcare benefits are recovered through the rates charged by the Partnership’s regulated businesses, the Partnership’s subsidiaries may not recover all of the costs and those rates are generally not immediately responsive to current market conditions or funding requirements. Additionally, if the current cost recovery mechanisms are changed or eliminated, the impact of these benefits on operating results could significantly increase.
Mergers among customers and competitors could result in lower volumes being shipped on our pipelines or products stored in or distributed through our terminals, or reduced crude oil marketing margins or volumes.
Mergers between existing customers could provide strong economic incentives for the combined entities to utilize their existing systems instead of our systems in those markets where the systems compete. As a result, we could lose some or all of the volumes and associated revenues from these customers and could experience difficulty in replacing those lost volumes and revenues, which could materially and adversely affect our results of operations, financial position, or cash flows.
LCL is dependent on project financing to fund the costs necessary to construct the liquefaction project. If project financing is unavailable to supply the funding necessary to complete the liquefaction project, LCL may not be able to secure alternative funding and affirmative FID may not be achieved.
LCL, an entity whose parent is owned 60% by ETE and 40% by ETP, is in the process of developing a liquefaction project in conjunction with BG Group plc (“BG”) pursuant to a project development agreement entered into in September 2013 and scheduled to expire at the end of February 2017, subject to the parties’ right to mutually extend the term. Pursuant to this agreement, each of LCL and BG are obligated to pay 50% of the development expenses for the liquefaction project, subject to reimbursement by the other party if such party withdraws from the project prior to both parties making a final investment decision (“FID”) to become irrevocably obligated to fully develop the project, subject to certain exceptions. Through December 31, 2016, LCL had incurred $110 million of development costs associated with the liquefaction project that were funded by ETE and ETP, and ETE and ETP have indicated that they intend to provide the funding necessary to complete the current development projects, but they have no obligation to do so. If ETE and ETP are unwilling or unable to provide funding to LCL for their share of the remaining development costs, or if BG is unwilling or unable to provide funding for its share of the remaining development costs, the liquefaction project could be delayed or cancelled.
The liquefaction project is subject to the right of each of LCL and BG to withdraw from the project in its sole discretion at any time prior to an affirmative FID.
The project development agreement provides that either LCL or BG may withdraw from the liquefaction project at any time prior to each party making an affirmative FID. LCL’s determination of whether to reach an affirmative FID is expected to be based upon a number of factors, including the expected cost to construct the liquefaction facility, the expected revenue to be generated

by LCL pursuant to the terms of the liquefaction services agreement anticipated to be entered into between LCL and BG in connection with both parties reaching an affirmative FID, and the terms and conditions of the financing for the construction of the liquefaction facility. BG’s determination of whether to reach an affirmative FID is expected be based on a number of factors, including the expected tolling charges it would be required to pay under the terms of the liquefaction services agreement, the costs anticipated to be incurred by BG to purchase natural gas for delivery to the liquefaction facility, the costs to transport natural gas to the liquefaction facility, the costs to operate the liquefaction facility and the costs to transport LNG from the liquefaction facility to customers in foreign markets (particularly Europe and Asia) over the expected 25-year term of the liquefaction services agreement. As currently provided, the tolling charges payable to LCL under the liquefaction services agreement are anticipated to be based on a rate of return formula tied to the construction costs for the liquefaction facility, these costs are anticipated to also have a significant bearing with respect to BG’s determination whether to reach an affirmative FID. As these costs fluctuate based on a variety of factors, including supply and demand factors affecting the price of natural gas in the United States, supply and demand factors affecting the price of LNG in foreign markets, supply and demand factors affecting the costs for construction services for large infrastructure projects in the United States, and general economic conditions, there can be no assurance that both LCL and BG will reach an affirmative FID to construct the liquefaction facility.
The construction of the liquefaction project remains subject to further approvals and some approvals may be subject to further conditions, review and/or revocation.
While a subsidiary of BG and LCL have received authorization from the DOE to export LNG to non-FTA countries, the non-FTA authorization is subject to review, and the DOE may impose additional approval and permit requirements in the future or revoke the non-FTA authorization should the DOE conclude that such export authorization is inconsistent with the public interest. The failure by LCL to timely maintain the approvals necessary to complete and operate the liquefaction project could have a material adverse effect on its operations and financial condition.
Tax Risks to Common Unitholders
Our tax treatment depends on our continuing status as a partnership for federal income tax purposes, as well as our not being subject to a material amount of additional entity-level taxation by individual states. If the IRS were to treat us or ETP as a corporation for federal income tax purposes or if we or ETP become subject to a material amount of entity-level taxation for state tax purposes, then our cash available for distribution would be substantially reduced.
The anticipated after-tax economic benefit of an investment in our Common Units depends largely on our being treated as a partnership for federal income tax purposes. We have not requested, and do not plan to request, a ruling from the IRS on this matter. The value of our investments in ETP depends largely on ETP being treated as a partnership for federal income tax purposes.
Despite the fact that we and ETP are each a limited partnership under Delaware law, we would each be treated as a corporation for federal income tax purposes unless we satisfy a “qualifying income” requirement. Based upon our current operations, we believe we and ETP satisfy the qualifying income requirement. Failing to meet the qualifying income requirement or a change in current law could cause us or ETP to be treated as a corporation for federal income tax purposes or otherwise subject us or ETP to taxation as an entity.
If we or ETP were treated as a corporation, we would pay federal income tax on our taxable income at the corporate tax rate and we would likely pay additional state income taxes at varying rates. Distributions to Unitholders would generally be taxed again as corporate distributions, and none of our income, gains, losses or deductions would flow through to Unitholders. Because a tax would then be imposed upon us as a corporation, our cash available for distribution to Unitholders would be substantially reduced. Therefore, treatment of us as a corporation would result in a material reduction in the anticipated cash flow and after-tax return to the Unitholders, likely causing a substantial reduction in the value of our Common Units.
At the state level, several states have been evaluating ways to subject partnerships to entity-level taxation through the imposition of state income, franchise, or other forms of taxation. Imposition of a similar tax on us in the jurisdictions in which we operate or in other jurisdictions to which we may expand could substantially reduce our case available for distribution to our Unitholders. Our partnership agreement provides that if a law is enacted or existing law is modified or interpreted in a manner that subjects us to taxation as a corporation or to additional taxation as an entity for federal, state or local income tax purposes, the minimum quarterly distribution amount and the target distribution amounts may be adjusted to reflect the impact of that law on us.
The present U.S. federal income tax treatment of publicly traded partnerships, including us, or an investment in our common units may be modified by administrative, legislative or judicial changes or differing interpretations at any time. From time to time, members of Congress propose and consider substantive changes to the existing U.S. federal income tax laws that affect publicly traded partnerships. Although there is no current legislative proposal, a prior legislative proposal would have eliminated the qualifying income exception to the treatment of all publicly traded partnerships as corporations upon which we rely for our treatment as a partnership for U.S. federal income tax purposes.

In addition, on January 24, 2017, final regulations regarding which activities give rise to qualifying income within the meaning of Section 7704 of the Internal Revenue Code of 1986, as amended (the “Final Regulations”) were published in the Federal Register. The Final Regulations are effective as of January 19, 2017, and apply to taxable years beginning on or after January 19, 2017. We do not believe the Final Regulations affect our ability to be treated as a partnership for U.S. federal income tax purposes.
However, any modification to the U.S. federal income tax laws may be applied retroactively and could make it more difficult or impossible for us to meet the exception for certain publicly traded partnerships to be treated as partnerships for U.S. federal income tax purposes. We are unable to predict whether any of these changes or other proposals will ultimately be enacted. Any similar or future legislative changes could negatively impact the value of an investment in our common units.
We have subsidiaries that will be treated as corporations for federal income tax purposes and subject to corporate-level income taxes.
Even though we (as a partnership for U.S. federal income tax purposes) are not subject to U.S. federal income tax, some of our operations are conducted through subsidiaries that are organized as corporations for U.S. federal income tax purposes. The taxable income, if any, of subsidiaries that are treated as corporations for U.S. federal income tax purposes, is subject to corporate-level U.S. federal income taxes, which may reduce the cash available for distribution to us and, in turn, to our unitholders. If the IRS or other state or local jurisdictions were to successfully assert that these corporations have more tax liability than we anticipate or legislation was enacted that increased the corporate tax rate, the cash available for distribution could be further reduced. The income tax return filings positions taken by these corporate subsidiaries require significant judgment, use of estimates, and the interpretation and application of complex tax laws. Significant judgment is also required in assessing the timing and amounts of deductible and taxable items. Despite our belief that the income tax return positions taken by these subsidiaries are fully supportable, certain positions may be successfully challenged by the IRS, state or local jurisdictions.
If the IRS makes audit adjustments to our income tax returns for tax years beginning after December 31, 2017, it (and some states) may assess and collect any taxes (including any applicable penalties and interest) resulting from such audit adjustment directly from us, in which case our cash available for distribution to our Unitholders might be substantially reduced.
Pursuant to the Bipartisan Budget Act of 2015, for tax years beginning after December 31, 2017, if the IRS makes audit adjustments to our income tax returns, it (and some states) may assess and collect any taxes (including any applicable penalties and interest) resulting from such audit adjustment directly from us. To the extent possible under the new rules, our general partner may elect to either pay the taxes (including any applicable penalties and interest) directly to the IRS or, if we are eligible, issue a revised Schedule K-1 to each unitholder with respect to an audited and adjusted return. Although our general partner may elect to have our Unitholders take such audit adjustment into account in accordance with their interests in us during the tax year under audit, there can be no assurance that such election will be practical, permissible or effective in all circumstances. As a result, our current Unitholders may bear some or all of the tax liability resulting from such audit adjustment, even if such Unitholders did not own units in us during the tax year under audit. If, as a result of any such audit adjustment, we are required to make payments of taxes, penalties and interest, our cash available for distribution to our Unitholders might be substantially reduced. These rules are not applicable for tax years beginning on or prior to December 31, 2017.
We treat each purchaser of Common Units as having the same tax benefits without regard to the actual Common Units purchased. The IRS may challenge this treatment, which could result in a Unitholder owing more tax and may adversely affect the value of the Common Units.
Because we cannot match transferors and transferees of Common Units and because of other reasons, we will adopt depreciation, depletion and amortization positions that may not conform to all aspects of existing Treasury Regulations. A successful IRS challenge to those positions could adversely affect the amount of tax benefits available to our Unitholders. It also could affect the timing of these tax benefits or the amount of gain from the sale of Common Units and could have a negative impact on the value of our Common Units or result in audit adjustments to tax returns of our Unitholders. Moreover, because we have subsidiaries that are organized as C corporations for federal income tax purposes owns units in us, a successful IRS challenge could result in this subsidiary having a greater tax liability than we anticipate and, therefore, reduce the cash available for distribution to our partnership and, in turn, to our Unitholders.
We prorate our items of income, gain, loss and deduction between transferors and transferees of our units each month based upon the ownership of our units on the first business day of each month, instead of on the basis of the date a particular unit is transferred. The IRS may challenge aspects of our proration method, and if successful, we would be required to change the allocation of items of income, gain, loss and deduction among our Unitholders.
We generally prorate our items of income, gain, loss and deduction between transferors and transferees of our units each month based upon the ownership of our units on the first business day of each month (the “Allocation Date”), instead of on the basis of the date a particular unit is transferred. Similarly, we generally allocate certain deductions for depreciation of capital additions,

gain or loss realized on a sale or other disposition of our assets and, in the discretion of the general partner, any other extraordinary item of income, gain, loss or deduction based upon ownership on the Allocation Date. Treasury Regulations allow a similar monthly simplifying convention, but such regulations do not specifically authorize all aspects of the proration method we have adopted. If the IRS were to challenge our proration method, we may be required to change the allocation of items of income, gain, loss and deduction among our Unitholders.
A Unitholder whose units are the subject of a securities loan (e.g. a loan to a “short seller”) to cover a short sale of units may be considered as having disposed of those units. If so, the Unitholder would no longer be treated for tax purposes as a partner with respect to those units during the period of the loan and may recognize gain or loss from the disposition.
Because there are no specific rules governing the federal income tax consequences of loaning a partnership interest, a Unitholder whose units are the subject of a securities loan may be considered as having disposed of the loaned units. In that case, the Unitholder may no longer be treated for tax purposes as a partner with respect to those units during the period of the loan and may recognize gain or loss from such disposition. Moreover, during the period of the loan, any of our income, gain, loss or deduction with respect to those units may not be reportable by the Unitholder and any cash distributions received by the Unitholder as to those units could be fully taxable as ordinary income. Unitholders desiring to assure their status as partners and avoid the risk of gain recognition from a loan of their units are urged to modify any applicable brokerage account agreements to prohibit their brokers from borrowing their units.
ETP and Sunoco LP have adopted certain valuation methodologies in determining unitholder’s allocations of income, gain, loss and deduction. The IRS may challenge these methods or the resulting allocations, and such a challenge could adversely affect the value of ETP’s and Sunoco LP’s Common Units and our Common Units.
In determining the items of income, gain, loss and deduction allocable to our, Sunoco LP’s or ETP’s unitholders, we must routinely determine the fair market value of our respective assets. Although we may from time to time consult with professional appraisers regarding valuation matters, we make many fair market value estimates using a methodology based on the market value of our, Sunoco LP’s or ETP’s common units as a means to measure the fair market value of our respective assets. The IRS may challenge these valuation methods and the resulting allocations of income, gain, loss and deduction.
A successful IRS challenge to these methods or allocations could adversely affect the amount, character, and timing of taxable income or loss being allocated to our Unitholders, Sunoco LP’s Unitholders or the ETP Unitholders. It also could affect the amount of gain on the sale of Common Units by our Unitholders, Sunoco LP’s Unitholders or ETP’s Unitholders and could have a negative impact on the value of our Common Units or those of Sunoco LP and ETP or result in audit adjustments to the tax returns of our, Sunoco LP’s or ETP’s Unitholders without the benefit of additional deductions.
The sale or exchange of 50% or more of our capital and profits interests during any twelve month period will result in the termination of our partnership for federal income tax purposes.
We will be considered to have technically terminated as a partnership for federal income tax purposes if there is a sale or exchange of 50% or more of the total interests in our capital and profits within a twelve-month period. For purposes of determining whether the 50% threshold has been met, multiple sales of the same unit during the applicable twelve-month period will be counted only once. Our technical termination would, among other things, result in the closing of our taxable year for all Unitholders which would require us to file two federal partnership tax returns (and our Unitholders could receive two Schedules K-1 if relief was not available, as described below) for one fiscal year, and could result in a deferral of depreciation deductions allowable in computing our taxable income. In the case of a Unitholder reporting on a taxable year other than a calendar year, the closing of our taxable year may also result in more than twelve months of our taxable income or loss being includable in such Unitholder’s taxable income for the year of termination. A technical termination currently would not affect our classification as a partnership for federal income tax purposes, but it would result in our being treated as a new partnership for tax purposes on the technical termination date, and would be required to make new tax elections and could be subject to penalties if we were unable to determine in a timely manner that a termination occurred. The IRS has announced a relief procedure whereby a publicly traded partnership that has technically terminated requests and the IRS grants special relief, among other things, the partnership may be permitted to provide only a single Schedule K-1 to unitholders for the two tax years within the fiscal year in which the termination occurs.
Unitholders will likely be subject to state and local taxes and return filing requirements in states where they do not live as a result of investing in our Common Units.
In addition to federal income taxes, the Unitholders may be subject to other taxes, including state and local taxes, unincorporated business taxes and estate, inheritance or intangible taxes that are imposed by the various jurisdictions in which we or ETP conduct business or own property now or in the future, even if they do not live in any of those jurisdictions. We currently own property or conduct business in many states, most of which impose an income tax on individuals, corporations and other entities. As we make acquisitions or expand our business, we may control assets or conduct business in additional states that impose a personal

or corporate income tax. Unitholders may be required to file state and local income tax returns and pay state and local income taxes in some or all of the jurisdictions. Further, Unitholders may be subject to penalties for failure to comply with those requirements. It is the responsibility of each Unitholder to file all federal, state and local tax returns.
Risks Related to the Pending MLP Merger
The completion of the MLP Merger is subject to the satisfaction of certain conditions to closing, and the date that the MLP Merger would be consummated is uncertain.
The completion of the MLP Merger is subject to the absence of a material adverse change to the business or results of operation of Sunoco Logistics and ETP, the receipt of necessary regulatory approvals, the approval of the MLP Merger by a majority of the outstanding ETP common units and the satisfaction or waiver of other conditions specified in the merger agreement related to the MLP Merger. In the event those conditions to closing are not satisfied or waived, we would not complete the MLP Merger.
Failure to complete the MLP Merger, or significant delays in completing the MLP Merger, could negatively affect the trading price of our common units and our future business and financial results.
Completion of the MLP Merger is not assured and is subject to risks, including the risks that approval of the merger by ETP’s unitholders or governmental agencies is not obtained or that other closing conditions are not satisfied. If the merger is not completed, or if there are significant delays in completing the merger, it could negatively affect the trading price of Sunoco Logistics’ and ETP’s respective common units and their future business and financial results, and Sunoco Logistics and ETP will be subject to several risks, including the following:
liability for damages under the terms and conditions of the merger agreement;
negative reactions from the financial markets, including declines in the price of Sunoco Logistics’ and ETP’s common units due to the fact that current prices may reflect a market assumption that the merger will be completed; and
the attention of Sunoco Logistics’ and ETP’s management will have been diverted to the merger rather than its own operations and pursuit of other opportunities that could have been beneficial to Sunoco Logistics or ETP.
Sunoco Logistics and ETP may have difficulty attracting, motivating and retaining executives and other employees in light of the merger.
Uncertainty about the effect of the merger on Sunoco Logistics’ and ETP’s respective employees may have an adverse effect on us and the combined organization. This uncertainty may impair Sunoco Logistics’ and ETP’s ability to attract, retain and motivate personnel until the merger is completed. Employee retention may be particularly challenging during the pendency of the merger, as employees may feel uncertain about their future roles with the combined organization. In addition, Sunoco Logistics and ETP may have to provide additional compensation in order to retain employees. If employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to become employees of the combined organization, the ability of Sunoco Logistics and ETP to realize the anticipated benefits of the merger could be reduced. Also, if the MLP merger is not completed, it may be difficult and expensive for Sunoco Logistics and ETP to recruit and hire replacements for such employees.
Sunoco Logistics and ETP are each subject to contractual restrictions while the merger is pending, which could materially and adversely affect their respective business and operations, and, pending the completion of the transaction, our business and operations could be materially and adversely affected.
Under the terms of the merger agreement for the MLP Merger, each of Sunoco Logistics and ETP is subject to certain restrictions on the conduct of business prior to completing the transaction, which may adversely affect its respective ability to execute certain business strategies without first obtaining consent from the other party, including its ability in certain cases to enter into contracts, incur capital expenditures or grow its business. The merger agreement also restricts ETP’s ability to solicit, initiate or encourage alternative acquisition proposals with any third party and may deter a potential acquirer from proposing an alternative transaction or may limit our ability to pursue any such proposal. Such limitations could negatively affect our business and operations prior to the completion of the proposed transaction.
Furthermore, the process of planning to integrate two businesses and organizations for the post-merger period can divert management attention and resources and could ultimately have an adverse effect on us.
In connection with the pending merger, it is possible that some customers, suppliers and other persons with whom ETP has business relationships may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationship as a result of the transaction, which could negatively affect our revenues, earnings and cash flows, as well as the market price of our common units, regardless of whether the transaction is completed.

Sunoco Logistics and ETP will incur substantial transaction-related costs in connection with the merger.
Sunoco Logistics and ETP expects to incur a number of non-recurring merger-related costs associated with completing the merger, combining the operations of the two companies, and achieving desired synergies. These fees and costs will be substantial. Non-recurring transaction costs include, but are not limited to, fees paid to legal, financial and accounting advisors, filing fees and printing costs. Additional unanticipated costs may be incurred in the integration of Sunoco Logistics’ and ETP’s businesses. There can be no assurance that the elimination of certain duplicative costs, as well as the realization of other efficiencies related to the integration of the two businesses, will offset the incremental transaction-related costs over time. Thus, any net benefit may not be achieved in the near term, the long term or at all.
The number of outstanding Sunoco Logistics common units will increase as a result of the merger, which could make it more difficult for Sunoco Logistics to pay the current level of quarterly distributions.
As of February 22, 2017, there were more than 322 million Sunoco Logistics common units outstanding. Sunoco Logistics will issue approximately 827 million common units in connection with the merger. Accordingly, the aggregate dollar amount required to pay the current per unit quarterly distribution on all Sunoco Logistics common units will increase, which could increase the likelihood that Sunoco Logistics will not have sufficient funds to pay the current level of quarterly distributions to all Sunoco Logistics unitholders. Using a $0.52 per Sunoco Logistics common unit distribution (the amount Sunoco Logistics paid with respect to the fourth fiscal quarter of 2016 on February 14, 2017 to holders of record as of February 7, 2017), the aggregate cash distribution paid to Sunoco Logistics unitholders totaled approximately $272 million, including a distribution of $105 million to Sunoco Logistics GP in respect of its general partner interest and ownership of incentive distribution rights. Using the same $0.52 per Sunoco Logistics common unit distribution, the combined pro forma Sunoco Logistics distribution with respect to the fourth fiscal quarter of 2016, had the merger been completed prior to such distribution, would have resulted in total cash distributions of approximately $796 million, including a distribution of $233 million to Sunoco Logistics GP in respect of its general partner interest and incentive distribution rights. Through our ownership of ETP Class H units and a 0.1% interest in Sunoco Logistics’ general partner, we are entitled to receive 90.15% of the cash distributions related to the IDRs of Sunoco Logistics, while ETP is entitled to receive the remaining 9.85% of such cash distributions.

ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
A description of our properties is included in “Item 1. Business.” In addition, we own office buildings for our executive offices in Dallas, Texas and office buildings in Newton Square, Pennsylvania and Houston, Corpus Christi and San Antonio, Texas. While we may require additional office space as our business expands, we believe that our existing facilities are adequate to meet our needs for the immediate future, and that additional facilities will be available on commercially reasonable terms as needed.
We believe that we have satisfactory title to or valid rights to use all of our material properties. Although some of our properties are subject to liabilities and leases, liens for taxes not yet due and payable, encumbrances securing payment obligations under non-competition agreements and immaterial encumbrances, easements and restrictions, we do not believe that any such burdens will materially interfere with our continued use of such properties in our business, taken as a whole. In addition, we believe that we have, or are in the process of obtaining, all required material approvals, authorizations, orders, licenses, permits, franchises and consents of, and have obtained or made all required material registrations, qualifications and filings with, the various state and local government and regulatory authorities which relate to ownership of our properties or the operations of our business.
Substantially all of our subsidiaries’ pipelines, which are described in “Item 1. Business” are constructed on rights-of-way granted by the apparent record owners of the property. Lands over which pipeline rights-of-way have been obtained may be subject to prior liens that have not been subordinated to the right-of-way grants. Our subsidiaries have obtained, where necessary, easement agreements from public authorities and railroad companies to cross over or under, or to lay facilities in or along, watercourses, county roads, municipal streets, railroad properties and state highways, as applicable. In some cases, properties on which our subsidiaries’ pipelines were built were purchased in fee. ETP also owns and operates multiple natural gas and NGL storage facilities and owns or leases other processing, treating and conditioning facilities in connection with its midstream operations.
ITEM 3. LEGAL PROCEEDINGS
Sunoco, Inc. and/or Sunoco, Inc. (R&M), along with other refiners, manufacturers and sellers of gasoline, are defendants in lawsuits alleging MTBE contamination of groundwater. The plaintiffs typically include water purveyors and municipalities responsible for supplying drinking water and governmental authorities. The plaintiffs primarily assert product liability claims and additional claims

including nuisance, trespass, negligence, violation of environmental laws and deceptive business practices. The plaintiffs in all of the cases seek to recover compensatory damages, and in some cases also seek natural resource damages, injunctive relief, punitive damages and attorneys’ fees.
As of December 31, 2016, Sunoco, Inc. is a defendant in six cases, including cases initiated by the States of New Jersey, Vermont, Pennsylvania, Rhode Island, and two others by the Commonwealth of Puerto Rico with the more recent Puerto Rico action being a companion case alleging damages for additional sites beyond those at issue in the initial Puerto Rico action. Four of these cases are venued in a multidistrict litigation proceeding in a New York federal court. The New Jersey, Puerto Rico, Vermont, and Pennsylvania cases assert natural resource damage claims.
Fact discovery has concluded with respect to an initial set of 19 sites each that will be the subject of the first trial phase in the New Jersey case and the initial Puerto Rico case. The initial set of 19 New Jersey trial sites are now pending before the United States District Judge for the District of New Jersey, the Hon. Freda L. Wolfson for the pre-trial and trial phases. Judge Wolfson then referred the case to United States Magistrate Judge for the District of New Jersey, the Hon. Lois H. Goodman. Judge Goodman conducted a status conference with all of the parties and inquired whether the parties will engage in a global mediation and instructed the parties to exchange possible mediator names. All parties agreed to participate in global settlement discussions in a global mediation forum before Hon. Garrett Brown (Ret.), a Judicial Arbitration Mediation Service mediator. The remaining portion of the New Jersey case remains in the multidistrict litigation. The first mediation session with Judge Brown is scheduled for November 2 through November 3, 2016. In early 2017, Sunoco, Inc. and two other co-defendants reached a settlement in principle with the State of New Jersey, subject to the parties agreeing on the terms and conditions of a Settlement and Release agreement. It is reasonably possible that a loss may be realized in the remaining cases; however, we are unable to estimate the possible loss or range of loss in excess of amounts accrued. Management believes that an adverse determination with respect to one or more of the MTBE cases could have a significant impact on results of operations during the period in which any said adverse determination occurs, but does not believe that any such adverse determination would have a material adverse effect on the Partnership’s consolidated financial position.
In January 2012, Sunoco Logistics experienced a release on its products pipeline in Wellington, Ohio. In connection with this release, the PHMSA issued a Corrective Action Order under which Sunoco Logistics is obligated to follow specific requirements in the investigation of the release and the repair and reactivation of the pipeline. Sunoco Logistics also entered into an Order on Consent with the EPA regarding the environmental remediation of the release site. All requirements of the Order on Consent with the EPA have been fulfilled and the Order has been satisfied and closed. Sunoco Logistics has also received a "No Further Action" approval from the Ohio EPA for all soil and groundwater remediation requirements. In May 2016, Sunoco Logistics received a proposed penalty from the EPA and U.S. Department of Justice associated with this release, and continues to work with the involved parties to bring this matter to closure. The timing and outcome of this matter cannot be reasonably determined at this time. However, Sunoco Logistics does not expect there to be a material impact to its results of operations, cash flows or financial position.
In 2012, the EPA issued a proposed consent agreement related to the releases that occurred at Sunoco Logistics’ pump station/tank farm in Barbers Hill, Texas and pump station/tank farm located in Cromwell, Oklahoma in 2010 and 2011, respectively. These matters were referred to the DOJ by the EPA. In November 2012, Sunoco Logistics received an initial assessment of $1.4 million associated with these releases. Sunoco Logistics is in discussions with the EPA and the DOJ on this matter to resolve the issue. The timing or outcome of this matter cannot be reasonably determined at this time. Sunoco Logistics does not expect there to be a material impact to its results of operations, cash flows or financial position.
In April 2015 and October 2016, the PHMSA issued separate Notices of Probable Violation ("NOPVs") and a Proposed Compliance Order ("PCO") related to Sunoco Logistics’ West Texas Gulf pipeline in connection with repairs being carried out on the pipeline and other administrative and procedural findings. The proposed penalties are in excess of $100,000. Sunoco Logistics does not expect there to be a material impact to its results of operations, cash flows or financial position.
In April 2016, the PHMSA issued a NOPV, PCO and Proposed Civil Penalty related to certain procedures carried out during construction of Sunoco Logistics’ Permian Express 2 pipeline system in Texas.  The proposed penalties are in excess of $100,000. Sunoco Logistics does not expect there to be a material impact to its results of operations, cash flows or financial position.
In June 2016, the PHMSA issued NOPVs and a PCO in connection with alleged violations on Sunoco Logistics’ Texas crude oil pipeline system. The proposed penalties are in excess of $100,000. Sunoco Logistics does not expect there to be a material impact to its results of operations, cash flows or financial position.
In July 2016, the PHMSA issued a NOPV and PCO in connection with inspection and maintenance activities related to a 2013 incident on Sunoco Logistics' crude oil pipeline near Wortham, Texas. The proposed penalties are in excess of $100,000, and Sunoco Logistics is currently in discussions with PHMSA to resolve these matters. The timing or outcome of these matters cannot be reasonably determined at this time, however, Sunoco Logistics does not expect there to be a material impact to its results of operations, cash flows, or financial position.

Additionally, we have received notices of violations and potential fines under various federal, state and local provisions relating to the discharge of materials into the environment or protection of the environment. While we believe that even if any one or more of the environmental proceedings listed above were decided against us, it would not be material to our financial position, results of operations or cash flows, we are required to report environmental governmental proceedings if we reasonably believe that such proceedings will result in monetary sanctions in excess of $0.1 million.
On April 6, 2016, WMB filed a complaint against ETE and LE GP in the Delaware Court of Chancery (the “First Delaware WMB Litigation”). This lawsuit is styled The Williams Companies, Inc. v. Energy Transfer Equity, L.P., C.A. No. 12168-VCG. WMB alleged that Defendants breached the merger agreement between WMB, ETE, and several of ETE’s affiliates (the “Merger Agreement”) by issuing ETE’s Series A Convertible Preferred Units. According to WMB, the issuance of Convertible Units (the “Issuance”) violates various contractual restrictions on ETE’s actions between the execution and closing of the merger. WMB sought, among other things, to (a) rescind the Issuance and (b) invalidate an amendment to ETE’s partnership agreement that was adopted on March 8, 2016 as part of the Issuance.
On May 3, 2016, ETE and LE GP filed an answer and counterclaim in the First Delaware WMB Litigation. The counterclaim asserts in general that WMB materially breached its obligations under the Merger Agreement by (a) blocking ETE’s attempts to complete a public offering of the Convertible Units, including, among other things, by declining to allow WMB’s independent registered public accounting firm to provide the auditor consent required to be included in the registration statement for a public offering and (b) bringing the Texas WMB Litigation against Mr. Warren in the District Court of Dallas County, Texas.
On May 13, 2016, WMB filed a second lawsuit in the Delaware Court of Chancery against ETE and LE GP and added Energy Transfer Corp LP, ETE Corp GP, LLC, and Energy Transfer Equity GP, LLC as additional defendants (the “Second Delaware WMB Litigation”). This lawsuit is styled The Williams Companies, Inc. v. Energy Transfer Equity, L.P., et al., C.A. No. 12337-VCG. In general, WMB alleged that the defendants breached the Merger Agreement by (a) failing to use commercially reasonable efforts to obtain from Latham & Watkins LLP (“Latham”) the delivery of a tax opinion under Section 721 of the Tax Code (“721 Opinion”), a condition precedent to the closing of the merger, and (b) taking actions that allegedly delayed the SEC in declaring the Form S-4 filed in connection with the merger (the “Form S-4”) effective. WMB asked the Court, in general, to (a) issue a declaratory judgment that ETE breached the Merger Agreement, (b) enjoin ETE from terminating the Merger Agreement on the basis that it failed to obtain a 721 Opinion, (c) enjoin ETE from terminating the Merger Agreement on the basis that the transaction failed to close by the outside date, and (d) force ETE to close the merger or take various other affirmative actions. WMB sought to expedite the second lawsuit, and ETE agreed to expedite both Delaware actions.
ETE also filed an answer and counterclaim in the Second Delaware WMB Litigation. In addition to the counterclaims previously asserted, ETE asserted that WMB materially breached the Merger Agreement by, among other things, (a) modifying or qualifying the WMB board of directors’ recommendation to its stockholders regarding the merger, (b) failing to provide material information to ETE for inclusion in the Form S-4 related to the merger necessary to prevent the Form S-4 from being materially misleading, (c) failing to facilitate the financing of the merger, (d) failing to be reasonable with respect to its withholding of its consent to ETE’s offering of Series A Convertible Preferred Units, and (e) failing to use its reasonable best efforts to consummate the merger. ETE sought, among other things, a declaration that it could validly terminate the Merger Agreement after June 28, 2016 in the event that Latham was unable to deliver the 721 Opinion on or prior to June 28, 2016.
After expedited discovery and a two-day trial on June 20 and 21, 2016, the Court ruled in favor of ETE and issued a declaratory judgment that ETE could terminate the merger after June 28, 2016 because of Latham’s inability to provide the required 721 Opinion. The Court also denied WMB’s requests for injunctive relief. WMB filed a notice of appeal to the Supreme Court of Delaware on June 27, 2016. The appeal is styled The Williams Companies, Inc. v. Energy Transfer Equity, L.P., No. 330, 2016.
Williams filed an amended complaint on September 16, 2016. In the amended complaint, Williams abandons its request for injunctive relief, including its request that the Court order the ETE Defendants to consummate the merger. Instead, Williams seeks a $410 million termination fee and additional damages of up to $10 billion based on the purported lost value of the merger consideration. These damages claims are based on the alleged breaches of the Merger Agreement detailed above, as well as new allegations that the ETE Defendants breached an additional representation and warranty in the Merger Agreement.
The ETE Defendants filed amended counterclaims and affirmative defenses on September 23, 2016. In the amended counterclaim, the ETE Defendants seek a $1.48 billion termination fee under the Merger Agreement and additional damages caused by Williams’ misconduct. These damages claims are based on the alleged breaches of the Merger Agreement detailed above, as well as new allegations that Williams breached the Merger Agreement by failing to disclose material information that was required to be disclosed in the Form S-4. On September 29, 2016, Williams filed a motion to dismiss the ETE Defendants’ amended counterclaims and to strike certain of the ETE Defendants’ affirmative defenses. Following briefing by the parties on Williams’ motion, the Delaware Court of Chancery held oral arguments on November 30, 2016. The parties are awaiting the Court’s decision.

On January 11, 2017, the Delaware Supreme Court held oral arguments on Williams’ appeal of the June 2016 trial. The parties are awaiting the Court’s decision.
The parties are currently engaging in discovery in connection with their amended claims and counterclaims.
For a description of legal proceedings, see Note 11 to our consolidated financial statements.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.

PART II
ITEM 5.  MARKET FOR REGISTRANT’S COMMON UNITS, RELATED UNITHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Parent Company
Market Price of and Distributions on Common Units and Related Unitholder Matters
The Parent Company’s common units are listed on the NYSE under the symbol “ETE.” The following table sets forth, for the periods indicated, the high and low sales prices per ETE Common Unit, as reported on the NYSE Composite Tape, and the amount of cash distributions paid per ETE Common Unit for the periods indicated.
 
Price Range (1)
 
Cash
Distribution (2)
 High Low 
Fiscal Year 2016:     
Fourth Quarter$19.99
 $13.77
 $0.2850
Third Quarter19.44
 13.45
 0.2850
Second Quarter15.13
 6.40
 0.2850
First Quarter14.39
 4.00
 0.2850
      
Fiscal Year 2015:     
Fourth Quarter$25.36
 $10.84
 $0.2850
Third Quarter33.05
 18.62
 0.2850
Second Quarter35.44
 31.41
 0.2650
First Quarter33.08
 24.84
 0.2450

(1)
Prices and distributions have been adjusted to reflect the effect of the two-for-one splits of ETE Common Units completed in July 2015. See Note 8 to our consolidated financial statements.
(2)
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.
For a description of cash distributions paid by ETE dating back to the fourth quarter of 2013, see “Cash Distributions Paid by the Parent Company” in Item 7 below.
Description of Units
As of February 17, 2017, there were approximately 255,000 individual common unitholders, which includes common units held in street name. Common units represent limited partner interest in us that entitle the holders to the rights and privileges specified in the Parent Company’s Third Amended and Restated Agreement of Limited Partnership, as amended to date (the “Partnership Agreement”).
As of December 31, 2016, limited partners owns an aggregate 97.7% limited partner interest in us. Our General Partner owns an aggregate 0.3% General Partner interest in us. Our common units are registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are listed for trading on the NYSE. Each holder of a common unit is entitled to one vote per unit on all matters presented to the limited partners for a vote. In addition, if at any time any person or group (other than our General Partner and its affiliates) owns beneficially 20% or more of all common units, any Common Units owned by that person or group may not be voted on any matter and are not considered to be outstanding when sending notices of a meeting of unitholders (unless otherwise required by law), calculating required votes, determining the presence of a quorum or for other similar purposes under our Partnership Agreement. The common units are entitled to distributions of Available Cash as described below under “Cash Distribution Policy.”
Cash Distribution Policy
General.  The Parent Company will distribute all of its “Available Cash” to its unitholders and its General Partner within 50 days following the end of each fiscal quarter.

Definition of Available Cash.Available Cash is defined in the Parent Company’s Partnership Agreement and generally means, with respect to any calendar quarter, all cash on hand at the end of such quarter less the amount of cash reserves that are necessary or appropriate in the reasonable discretion of the General Partner to:
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.
The total amount of distributions declared is reflected in Note 8 to our consolidated financial statements.
Recent Sales of Unregistered Securities
None.
Issuer Purchases of Equity Securities
None.
Securities Authorized for Issuance Under Equity Compensation Plans
For information on the securities authorized for issuance under ETE’s equity compensation plans, see Item 12.
ITEM 6.  SELECTED FINANCIAL DATA
The selected historical financial data should be read in conjunction with “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical consolidated financial statements and accompanying notes thereto included elsewhere in this report. The amounts in the table below, except per unit data, are in millions.
 Years Ended December 31,
 2016 2015 2014 2013 2012
Statement of Operations Data:         
Total revenues$37,504
 $42,126
 $55,691
 $48,335
 $16,964
Operating income1,499
 2,399
 2,470
 1,551
 1,360
Income from continuing operations41
 1,093
 1,060
 282
 1,383
Basic income from continuing operations per limited partner unit0.94
 1.11
 0.58
 0.17
 0.29
Diluted income from continuing operations per limited partner unit0.92
 1.11
 0.57
 0.17
 0.29
Cash distribution per unit1.14
 1.08
 0.80
 0.67
 0.63
Balance Sheet Data (at period end):         
Total assets79,011
 71,189
 64,279
 50,330
 48,904
Long-term debt, less current maturities42,608
 36,837
 29,477
 22,562
 21,440
Total equity22,517
 23,598
 22,314
 16,279
 16,350
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(Tabular dollar and unit amounts, except per unit data, are in millions)
Energy Transfer Equity, L.P. is a Delaware limited partnership whose common units are publicly traded on the NYSE under the ticker symbol “ETE.” ETE was formed in September 2002 and completed its initial public offering in February 2006.
The following is a discussion of our historical consolidated financial condition and results of operations, and should be read in conjunction with our historical consolidated financial statements and accompanying notes thereto included in “Item 8. Financial Statements and Supplementary Data” of this report. This discussion includes forward-looking statements that are subject to risk and uncertainties. Actual results may differ substantially from the statements we make in this section due to a number of factors that are discussed in “Item 1A. Risk Factors” of this report.

Unless the context requires otherwise, references to “we,” “us,” “our,” the “Partnership” and “ETE” mean Energy Transfer Equity, L.P. and its consolidated subsidiaries, which include ETP, ETP GP, ETP LLC, Panhandle (or Southern Union prior to its merger into Panhandle in January 2014), Sunoco Logistics, Sunoco LP, Lake Charles LNG and ETP Holdco. References to the “Parent Company” mean Energy Transfer Equity, L.P. on a stand-alone basis.
OVERVIEW
Energy Transfer Equity, L.P. directly and indirectly owns equity interests in ETP and Sunoco LP, both publicly traded master limited partnerships engaged in diversified energy-related services.
At December 31, 2016, our interests in ETP and Sunoco LP consisted of 100% of the respective general partner interests and IDRs, as well as approximately 2.6 million ETP common units, approximately 81.0 million ETP Class H units and approximately 2.3 million Sunoco LP common units.
We also own 0.1% of the general partner interests of Sunoco Logistics, while ETP owns the remaining general partner interests and IDRs. Additionally, ETE owns 100 ETP Class I Units, the distributions from which offset a portion of IDR subsidies ETE has previously provided to ETP.
The Parent Company’s principal sources of cash flow are derived from its direct and indirect investments in the limited partner and general partner interests in ETP and Sunoco LP, both of which are publicly traded master limited partnerships engaged in diversified energy-related services, and the Partnership’s ownership of Lake Charles LNG. The Parent Company’s primary cash requirements are for distributions to its partners, general and administrative expenses, debt service requirements and at ETE’s election, capital contributions to ETP and Sunoco LP in respect of ETE’s general partner interests in ETP and Sunoco LP. The Parent Company-only assets and liabilities are not available to satisfy the debts and other obligations of subsidiaries.
In order to fully understand the financial condition and results of operations of the Parent Company on a stand-alone basis, we have included discussions of Parent Company matters apart from those of our consolidated group.
General
Our primary objective is to increase the level of our distributable cash flow to our unitholders over time by pursuing a business strategy that is currently focused on growing our subsidiaries’ natural gas and liquids businesses through, among other things, pursuing certain construction and expansion opportunities relating to our subsidiaries’ existing infrastructure and acquiring certain strategic operations and businesses or assets. The actual amounts of cash that we will have available for distribution will primarily depend on the amount of cash our subsidiaries generate from their operations.
Our reportable segments are as follows:
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.
Each of the respective general partners of ETP and Sunoco LP have separate operating management and boards of directors. We control ETP and Sunoco LP through our ownership of their respective general partners.
Recent Developments
ETE January 2017 Private Placement and ETP Unit Purchase
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 15.8 million newly issued ETP common units.
ETP Series A Preferred Units Redemption
In January 2017, ETP repurchased all of its 1.91 million outstanding Series A Preferred Units for cash in the aggregate amount of $53 million.

ETP and Sunoco Logistics Merger
In November 2016, ETP and Sunoco Logistics entered into a merger agreement providing for the acquisition of ETP by Sunoco Logistics in a unit-for-unit transaction. Under the terms of the transaction, ETP unitholders will receive 1.5 common units of Sunoco Logistics for each common unit of ETP they own. Under the terms of the merger agreement, Sunoco Logistics’ general partner will be merged with and into ETP GP, with ETP GP surviving as an indirect wholly-owned subsidiary of ETE. The transaction is expected to close in April 2017.
PennTex Acquisition
On November 1, 2016, ETP acquired certain interests in PennTex from various parties for total consideration of approximately $627 million in ETP units and cash. Through this transaction, ETP acquired a controlling financial interest in PennTex, whose assets complement ETP’s existing midstream footprint in northern Louisiana.
Sunoco Logistics’ Vitol Acquisition
In November 2016, Sunoco Logistics completed an acquisition from Vitol, Inc. (“Vitol”) of an integrated crude oil business in West Texas for $760 million plus working capital. The acquisition provides Sunoco Logistics with an approximately 2 million barrel crude oil terminal in Midland, Texas, a crude oil gathering and mainline pipeline system in the Midland Basin, including a significant acreage dedication from an investment-grade Permian producer, and crude oil inventories related to Vitol's crude oil purchasing and marketing business in West Texas. The acquisition also included the purchase of a 50% interest in SunVit Pipeline LLC ("SunVit"), which increased Sunoco Logistics' overall ownership of SunVit to 100%. The $769 million purchase price, net of cash received, consisted primarily of net working capital of $13 million largely attributable to inventory and receivables; property, plant and equipment of $286 million primarily related to pipeline and terminalling assets; intangible assets of $313 million attributable to customer relationships; and goodwill of $251 million.
Sunoco Logistics’ Permian Express Partners
In February 2017, Sunoco Logistics formed Permian Express Partners LLC ("PEP"), a strategic joint venture, with ExxonMobil Corp. Sunoco Logistics contributed its Permian Express 1, Permian Express 2 and Permian Longview and Louisiana Access pipelines. ExxonMobil Corp. contributed its Longview to Louisiana and Pegasus pipelines; Hawkins gathering system; an idle pipeline in southern Oklahoma; and its Patoka, Illinois terminal. Sunoco Logistics’ ownership percentage is approximately 85%. Upon commencement of operations on the Bakken Pipeline, Sunoco Logistics will contribute its investment in the project, with a corresponding increase in its ownership percentage in PEP. Sunoco Logistics maintains a controlling financial and voting interest in PEP and is the operator of all of the assets. As such, PEP will be reflected as a consolidated subsidiary of Sunoco Logistics. ExxonMobil Corp.’s interest will be reflected as noncontrolling interest in Sunoco Logistics’ consolidated balance sheet.
Bakken Equity Sale
On August 2, 2016, Bakken Holdings Company LLC, an entity in which ETP indirectly owns a 60% membership interest and Sunoco Logistics indirectly owns a 40% membership interest, agreed to sell a 49% interest in its wholly-owned subsidiary, Bakken Pipeline Investments LLC, to MarEn Bakken Company LLC, an entity jointly owned by Marathon Petroleum Corporation and Enbridge Energy Partners, L.P. for $2.00 billion in cash. This transaction closed in February 2017. Bakken Pipeline Investments LLC indirectly owns a 75% interest in each of Dakota Access, LLC (“Dakota Access”) and Energy Transfer Crude Oil Company, LLC (“ETCO”). The remaining 25% of each of Dakota Access and ETCO is owned by wholly-owned subsidiaries of Phillips 66. ETP will continue to consolidate Dakota Access and ETCO subsequent to this transaction. Upon closing, ETP and Sunoco Logistics collectively own a 38.25% interest in the Dakota Access Pipeline and Energy Transfer Crude Oil Pipeline projects (collectively, the "Bakken Pipeline"), and MarEn Bakken Company owns 36.75% and Phillips 66 owns 25.00% in the Bakken Pipeline.
Bakken Financing
In August 2016, ETP, Sunoco Logistics and Phillips 66 announced the completion of the project-level financing of the Bakken Pipeline. The $2.50 billion credit facility is anticipated to provide substantially all of the remaining capital necessary to complete the projects. As of December 31, 2016, $1.10 billion was outstanding under this credit facility.
Bayou Bridge
In April 2016, Bayou Bridge Pipeline, LLC (“Bayou Bridge”), a joint venture among ETP, Sunoco Logistics and Phillips 66 Partners LP, began commercial operations on the 30-inch segment of the pipeline from Nederland, Texas to Lake Charles, Louisiana. ETP and Sunoco Logistics each hold a 30% interest in the entity and Sunoco Logistics is the operator of the system.

Sunoco Retail to Sunoco LP
In March 2016, ETP contributed to Sunoco LP its remaining 68.42% interest in Sunoco, LLC and 100% interest in the legacy Sunoco, Inc. retail business for $2.23 billion. Sunoco LP paid $2.20 billion in cash, including a working capital adjustment and issued 5.7 million Sunoco LP common units to Retail Holdings, a wholly-owned subsidiary of the Partnership. The transaction was effective January 1, 2016. In connection with this transaction, the Partnership deconsolidated the legacy Sunoco, Inc. retail business, including goodwill of $1.29 billion and intangible assets of $294 million. The results of Sunoco, LLC and the legacy Sunoco, Inc. retail business’ operations have not been presented as discontinued operations and Sunoco, Inc.’s retail business assets and liabilities have not been presented as held for sale in the Partnership’s consolidated financial statements.
Results of Operations
We report Segment Adjusted EBITDA as a measure of segment performance. We define Segment Adjusted EBITDA as earnings before interest, taxes, depreciation, depletion, amortization and other non-cash items, such as non-cash compensation expense, gains and losses on disposals of assets, the allowance for equity funds used during construction, unrealized gains and losses on commodity risk management activities, non-cash impairment charges, losses on extinguishments of debt and other non-operating income or expense items. Unrealized gains and losses on commodity risk management activities include unrealized gains and losses on commodity derivatives and inventory fair value adjustments (excluding lower of cost or market adjustments). Segment Adjusted EBITDA reflects amounts for unconsolidated affiliates based on the Partnership’s proportionate ownership.
When presented on a consolidated basis, Adjusted EBITDA is a non-GAAP measure. Although we include Segment Adjusted EBITDA in this report, we have not included an analysis of the consolidated measure, Adjusted EBITDA. We have included a total of Segment Adjusted EBITDA for all segments, which is reconciled to the GAAP measure of net income in the consolidated results sections that follow.
Based on the following changes in our reportable segments, we have adjusted the presentation of our segment results for the prior years to be consistent with the current year presentation. We previously presented reportable segments for our investments in ETP and Regency. ETP completed its acquisition of Regency in April 2015; therefore, the Investment in ETP segment amounts have been retrospectively adjusted to reflect ETP’s consolidation of Regency for the periods presented. The Investment in Regency is no longer presented as a separate reportable segment.
The Investment in Sunoco LP segment reflects the results of Sunoco LP beginning August 29, 2014, the date that ETP originally obtained control of Sunoco LP. ETE’s consolidated results reflect the elimination of 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. In addition, subsequent to July 2015, ETP holds an equity method investment in Sunoco, LLC (through December 2015) and a continuing investment in Sunoco LP, the equity in earnings from which are also eliminated in ETE’s consolidated financial statements.

Year Ended December 31, 2016 Compared to the Year Ended December 31, 2015
Consolidated Results
 Years Ended December 31,  
 2016 2015 Change
Segment Adjusted EBITDA:     
Investment in ETP$5,605
 $5,714
 $(109)
Investment in Sunoco LP665
 719
 (54)
Investment in Lake Charles LNG179
 196
 (17)
Corporate and other(170) (104) (66)
Adjustments and eliminations(272) (590) 318
Total6,007
 5,935
 72
Depreciation, depletion and amortization(2,359) (2,079) (280)
Interest expense, net of interest capitalized(1,832) (1,643) (189)
Gains on acquisitions83
 
 83
Impairment losses(1,487) (339) (1,148)
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 adjustments273
 (249) 522
Losses on extinguishments of debt
 (43) 43
Impairment of investment in affiliate(308) 
 (308)
Adjusted EBITDA related to unconsolidated affiliates(675) (713) 38
Equity in earnings of unconsolidated affiliates270
 276
 (6)
Other, net70
 22
 48
Income before income tax benefit(176) 993
 (1,169)
Income tax benefit(217) (100) (117)
Net income$41
 $1,093
 $(1,052)
See the detailed discussion of Segment Adjusted EBITDA in the Segment Operating Results section below.
Depreciation, Depletion and Amortization. Depreciation, depletion and amortization increased primarily due to additional depreciation and amortization from assets recently placed in service.
Interest Expense, Net of Interest Capitalized. Interest expense increased primarily due to the following:
an increase of $101 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.
Impairment Losses. In 2016, ETP recorded goodwill impairments of $638 million related to its interstate transportation and storage operations and $32 million related to its midstream operations. These goodwill impairments were primarily due to decreases in projected future revenues and cash flows driven by declines in commodity prices and changes in the markets that these assets serve. Sunoco LP recognized goodwill impairments of $642 million primarily due to changes in assumptions related to projected future revenues and cash flows from the dates the goodwill was originally recorded. In addition, impairment losses for 2016 also include a $133 million impairment to property, plant and equipment in ETP’s interstate transportation and storage operations due to a decrease in projected future cash flows as well as a $10 million impairment to property, plant and equipment in ETP’s midstream

operations. In 2016, Sunoco LP recorded intangible asset impairment losses of $32 million related to Laredo Taco Company trade name primarily due to decreases in projected future revenues and cash flows from the date the intangible asset was originally recorded. In 2015, ETP recorded impairments of (i) $99 million related to Transwestern due primarily to the market declines in current and expected future commodity prices in the fourth quarter of 2015, (ii) $106 million related to Lone Star Refinery Services due primarily to changes in assumptions related to potential future revenues as well as the market declines in current and expected future commodity prices, (iii) $110 million of fixed asset impairments related to Lone Star NGL Refinery Services primarily due to the economic obsolescence identified as a result of low utilization and expected decrease in future cash flows, and (iv) $24 million of intangible asset impairments related to Lone Star NGL Refinery Services primarily due to the economic obsolescence identified as a result of expected decrease in future cash flows.
Gains on acquisitions. The Partnership recorded gains of $83 million in connection with recent acquisitions during 2016, including $41 million related to Sunoco Logistics’ acquisition of the remaining interest in SunVit.
Losses on Interest Rate Derivatives. Our interest rate derivatives are not designated as hedges for accounting purposes; therefore, changes in fair value are recorded in earnings each period. Losses on interest rate derivatives during the year ended December 31, 2016 and 2015 resulted from decreases in forward interest rates, which caused our forward-starting swaps to decrease in value.
Unrealized Losses on Commodity Risk Management Activities. See discussion of the unrealized gains (losses) on commodity risk management activities included in the discussion of segment results below.
Inventory Valuation Adjustments. Inventory valuation reserve adjustments were recorded for the inventory associated with Sunoco LP and Sunoco Logistics as a result of commodity price changes between periods.
Adjusted EBITDA Related to Unconsolidated Affiliates and Equity in Earnings of Unconsolidated Affiliates. See additional information in “Supplemental Information on Unconsolidated Affiliates” and “Segment Operation Results” below.
Impairment of Investment in an Unconsolidated Affiliate. In 2016, the Partnership impaired its investment in MEP and recorded a non-cash impairment loss of $308 million based on commercial discussions with current and potential shippers on MEP regarding the outlook for long-term transportation contract rates.
Other, net. Other, net in 2016 and 2015 primarily includes amortization of regulatory assets and other income and expense amounts.
Income Tax Benefit. For the years ended December 31, 2016 and 2015, the Partnership recorded an income tax benefit due to pre-tax losses at its corporate subsidiaries. The year ended December 31, 2015 also reflected a benefit of $24 million of net state tax benefit attributable to statutory state rate changes resulting from the Regency Merger and sale of Susser to Sunoco LP, as well as a favorable impact of $11 million due to a reduction in the statutory Texas franchise tax rate which was enacted by the Texas legislature during the second quarter of 2015.
Segment Operating Results
Investment in ETP
 Years Ended December 31,  
 2016 2015 Change
Revenues$21,827
 $34,292
 $(12,465)
Cost of products sold15,394
 27,029
 (11,635)
Gross margin6,433
 7,263
 (830)
Unrealized losses on commodity risk management activities131
 65
 66
Operating expenses, excluding non-cash compensation expense(1,485) (2,265) 780
Selling, general and administrative expenses, excluding non-cash compensation expense(351) (468) 117
Inventory valuation adjustments(170) 104
 (274)
Adjusted EBITDA related to unconsolidated affiliates946
 937
 9
Other, net101
 78
 23
Segment Adjusted EBITDA$5,605
 $5,714
 $(109)

Segment Adjusted EBITDA. For the year ended December 31, 2016 compared to the prior year, Segment Adjusted EBITDA related to the Investment in ETP decreased primarily as a result of the following:
a decrease of $341 million in ETP’s all other operations caused by deconsolidation of the retail marketing operations as a result of the dropdown from ETP to Sunoco LP;
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 $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; partially offset by
an increase of $224 million in ETP’s liquids transportation and services operations caused by an increase of 125,000 Bbls/d on our NGL pipelines, higher NGL volumes from the major producing regions including the Permian, North Texas, and Southeast Texas, the crude transportation pipeline in the Eagle Ford region transported approximately 41,000 Bbls/d, and the crude pipeline originating in Nederland and delivering into Lake Charles, also began transporting volumes in April 2016, and transported approximately 50,000 Bbls/d. Average daily fractionated volumes increased approximately 125,000 Bbls/d for the year ended December 31, 2016 compared to the prior year primarily due to the ramp-up of the third 100,000 Bbls/d fractionator at Mont Belvieu, Texas, which was commissioned in late December 2015, as well as increased producer volumes as mentioned above. Additionally, ETP placed its fourth fractionator in-service in November 2016, providing an additional 18,000 Bbls/d of throughput volume for the year;
an increase of $80 million from ETP’s investment in Sunoco Logistics, primarily due to an increase of $65 million as a result of Sunoco Logistics’ improved refined products operations and higher volumes on Sunoco Logistics’ Allegheny Access pipeline, an increase of $31 million from Sunoco Logistics’ crude oil operations which benefited from the expansion capital projects commenced operations in 2016 and 2015 as well as the fourth quarter 2016 acquisition from Vitol, offset by a decrease of $16 million from Sunoco Logistics’ NGLs operations, primarily attributable to lower volumes and margins compared to the prior year; and
an increase of $70 million from ETP’s intrastate transportation and storage operations, caused by an increase of $20 million in gross margin related to higher storage margin and higher natural gas sales as well as increases in unrealized losses on commodity risk management activities of $45 million.
Unrealized Losses on Commodity Risk Management Activities. Unrealized losses on commodity risk management activities primarily reflected the net impact from unrealized gains and losses on natural gas storage and non-storage derivatives, as well as fair value adjustments to inventory. The change in unrealized gains and losses on commodity risk management activities for 2016 compared to 2015 was primarily attributable to natural gas storage inventory and related derivatives.
Operating Expenses, Excluding Non-Cash Compensation Expense. Operating expenses related to ETP’s all other operations decreased by $817 million primarily as a result of the transfer and contribution of ETP’s retail marketing assets to Sunoco LP.
Selling, General and Administrative Expenses, Excluding Non-Cash Compensation Expense. Selling, general and administrative expenses related to ETP’s all other operations decreased by $168 million primarily resulting from lower transaction-related expenses.

Adjusted EBITDA Related to Unconsolidated Affiliates. ETP’s Adjusted EBITDA related to unconsolidated affiliates for the years ended December 31, 2016 and 2015 consisted of the following:
 Years Ended December 31,  
 2016 2015 Change
Citrus$329
 $315
 $14
FEP75
 75
 
PES10
 86
 (76)
MEP90
 96
 (6)
HPC61
 61
 
Sunoco, LLC
 91
 (91)
Sunoco LP271
 137
 134
Other110
 76
 34
Total Adjusted EBITDA related to unconsolidated affiliates$946
 $937
 $9
These amounts represent ETP’s proportionate share of the Adjusted EBITDA of its unconsolidated affiliates and are based on ETP’s equity in earnings or losses of its unconsolidated affiliates adjusted for its proportionate share of the unconsolidated affiliates’ interest, depreciation, amortization, non-cash items and taxes.
Investment in Sunoco LP
 Years Ended December 31,  
 2016 2015 Change
Revenues$15,698
 $18,460
 $(2,762)
Cost of products sold13,479
 16,476
 (2,997)
Gross margin2,219
 1,984
 235
Unrealized losses on commodity risk management activities5
 2
 3
Operating expenses, excluding non-cash compensation expense(1,199) (1,155) (44)
Selling, general and administrative, excluding non-cash compensation expense(256) (209) (47)
Inventory fair value adjustments(104) 98
 (202)
Other, net
 (1) 1
Segment Adjusted EBITDA$665
 $719
 $(54)
The Investment in Sunoco LP segment reflects the results of Sunoco LP beginning August 29, 2014, the date that ETP originally obtained control of Sunoco LP. Sunoco LP obtained control of MACS in October 2014, Sunoco, LLC in April 2015, Susser in July 2015, and Sunoco Retail LLC in March 2016. Because these entities were under common control, Sunoco LP recast its financial statements to retrospectively consolidate each of the entities beginning September 1, 2014. The segment results above are presented on the same basis as Sunoco LP’s standalone financial statements; therefore, the segment results above also include MACS, Sunoco, LLC, Susser and Sunoco Retail LLC beginning September 1, 2014. MACS, Sunoco, LLC, Susser and Sunoco Retail LLC were also consolidated by ETP until October 2014, April 2015, July 2015 and March 2016, respectively; therefore, the results from those entities are reflected in both the Investment in ETP and the Investment in Sunoco LP segments for the respective periods in 2014 and 2015. ETE’s consolidated results reflect the elimination of 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. In addition, subsequent to July 2015, ETP holds an equity method investment in Sunoco, LLC (through December 2015) and a continuing investment in Sunoco LP, the equity in earnings from which are also eliminated in ETE’s consolidated financial statements.
Segment Adjusted EBITDA. For the year ended December 31, 2016 compared to the prior year, Segment Adjusted EBITDA related to the Investment in Sunoco LP decreased primarily as a result of the following:
a change of $202 million in the fair value adjustment to inventory resulting from changes in fuels prices during the year ended December 31, 2016;

an increase of $44 million in other operating expenses caused by expansion of Sunoco LP’s retail business which has expanded through third-party acquisitions as well as through the construction of new-to-industry sites, resulting in a $30 million increase in personnel expense and a $24 million increase of maintenance, property tax, advertising and licenses and permits, slightly offset by lower dealer incentives; and
an increase of $47 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 $235 million in gross margin primarily caused by an increase in wholesale motor fuel gross profit of $206 million due to a 28.9%, or $0.55, decrease in the cost per wholesale motor fuel gallon, an increase in merchandise gross profit of $36 million due to the increase in the number of retail sites, and an increase in rental and other gross profit of $17 million due to increased other retail income, offset by a decrease in the gross profit on retail motor fuel of $24 million due to an 11.8%, or $0.28, decrease in the price per retail motor fuel gallon.
Investment in Lake Charles LNG
 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)
Lake Charles LNG derives all of its revenue from a contract with a non-affiliated gas marketer.

Year Ended December 31, 2015 Compared to the Year Ended December 31, 2014
Consolidated Results
 Years Ended December 31,  
 2015 2014 Change
Segment Adjusted EBITDA:     
Investment in ETP$5,714
 $5,710
 $4
Investment in Sunoco LP719
 332
 387
Investment in Lake Charles LNG196
 195
 1
Corporate and other(104) (97) (7)
Adjustments and eliminations(590) (300) (290)
Total5,935
 5,840
 95
Depreciation, depletion and amortization(2,079) (1,724) (355)
Interest expense, net of interest capitalized(1,643) (1,369) (274)
Gain on sale of AmeriGas common units
 177
 (177)
Impairment losses(339) (370) 31
Losses on interest rate derivatives(18) (157) 139
Non-cash compensation expense(91) (82) (9)
Unrealized gains (losses) on commodity risk management activities(65) 116
 (181)
Inventory valuation adjustments(249) (473) 224
Losses on extinguishments of debt(43) (25) (18)
Adjusted EBITDA related to discontinued operations
 (27) 27
Adjusted EBITDA related to unconsolidated affiliates(713) (748) 35
Equity in earnings of unconsolidated affiliates276
 332
 (56)
Other, net22
 (73) 95
Income from continuing operations before income tax expense993
 1,417
 (424)
Income tax expense (benefit) from continuing operations(100) 357
 (457)
Income from continuing operations1,093
 1,060
 33
Income from discontinued operations
 64
 (64)
Net income$1,093
 $1,124
 $(31)
See the detailed discussion of Segment Adjusted EBITDA in the Segment Operating Results section below.
Depreciation, Depletion and Amortization. Depreciation, depletion and amortization increased primarily as a result of acquisitions and growth projects, including an increase of $260 million primarily due to assets recently placed in service and recent acquisitions from ETP, and an increase of $141 million primarily due to a full year of Sunoco LP depreciation expense in 2015 as well as recent acquisitions.
Interest Expense, Net of Interest Capitalized. Interest expense increased primarily due to the following:
an increase of $126 million related to ETP primarily due to ETP’s issuance of senior notes.
an increase of $59 million of expense recognized by Sunoco LP primarily due to the recognition of a partial period in 2014.
an increase of $89 million of expense recognized by the Parent Company primarily related to recent issuances of senior notes.
Gain on Sale of AmeriGas Common Units. During the year ended December 31, 2014, ETP sold 18.9 million of the AmeriGas common units that were originally received in connection with the contribution of its propane business to AmeriGas in January 2012. ETP recorded a gain based on the sale proceeds in excess of the carrying amount of the units sold. As of December 31, 2015, ETP’s remaining interest in AmeriGas common units consisted of 3.1 million units held by a wholly-owned captive insurance company.

Impairment Losses. In 2015, ETP recorded goodwill impairments of (i) $99 million related to Transwestern due primarily to the market declines in current and expected future commodity prices in the fourth quarter of 2015, (ii) $106 million related to Lone Star Refinery Services due primarily to changes in assumptions related to potential future revenues as well as the market declines in current and expected future commodity prices, (iii) $110 million of fixed asset impairments related to Lone Star NGL Refinery Services primarily due to the economic obsolescence identified as a result of low utilization and expected decrease in future cash flows, and (iv) $24 million of intangible asset impairments related to Lone Star NGL Refinery Services primarily due to the economic obsolescence identified as a result of expected decrease in future cash flows. In 2014, a $370 million goodwill impairment was recorded at ETP related to the Permian Basin gathering and processing operations. The decline in estimated fair value of that reporting unit was primarily driven by a significant decline in commodity prices in the fourth quarter of 2014, and the resulting impact to future commodity prices as well as increases in future estimated operations and maintenance expenses.
Losses on Interest Rate Derivatives. Our interest rate derivatives are not designated as hedges for accounting purposes; therefore, changes in fair value are recorded in earnings each period. Losses on interest rate derivatives during the year ended December 31, 2015 and 2014 resulted from decreases in forward interest rates, which caused our forward-starting swaps to decrease in value.
Unrealized Gains (Losses) on Commodity Risk Management Activities. See discussion of the unrealized gains (losses) on commodity risk management activities included in the discussion of segment results below.
Inventory Valuation Adjustments. Inventory valuation reserve adjustments were recorded for the inventory associated with Sunoco LP, Sunoco Logistics and ETP’s retail marketing operations as a result of commodity price changes between periods.
Adjusted EBITDA Related to Discontinued Operations. In 2014, amounts were related to a marketing business that was sold effective April 1, 2014.
Adjusted EBITDA Related to Unconsolidated Affiliates and Equity in Earnings of Unconsolidated Affiliates. See additional information in “Supplemental Information on Unconsolidated Affiliates” and “Segment Operation Results” below.
Other, net. Other, net in 2015 and 2014 primarily includes amortization of regulatory assets and other income and expense amounts.
Income Tax Expense (Benefit) from Continuing Operations. Income tax expense is based on the earnings of our taxable subsidiaries. For the year ended December 31, 2015, the Partnership’s income tax expense decreased from the prior year primarily due to lower earnings among the Partnership’s consolidated corporate subsidiaries. The year ended December 31, 2015 also reflected a benefit of $24 million of net state tax benefit attributable to statutory state rate changes resulting from the Regency Merger and sale of Susser to Sunoco LP, as well as a favorable impact of $11 million due to a reduction in the statutory Texas franchise tax rate which was enacted by the Texas legislature during the second quarter of 2015. For the year ended December 31, 2014, the Partnership’s income tax expense from continuing operations included unfavorable income tax adjustments of $87 million related to the Lake Charles LNG Transaction, which was treated as a sale for tax purposes.
Segment Operating Results
Investment in ETP
 Years Ended December 31,  
 2015 2014 Change
Revenues$34,292
 $55,475
 $(21,183)
Cost of products sold27,029
 48,414
 (21,385)
Gross margin7,263
 7,061
 202
Unrealized (gains) losses on commodity risk management activities65
 (112) 177
Operating expenses, excluding non-cash compensation expense(2,265) (2,065) (200)
Selling, general and administrative expenses, excluding non-cash compensation expense(468) (508) 40
Inventory valuation adjustments104
 473
 (369)
Adjusted EBITDA related to discontinued operations
 27
 (27)
Adjusted EBITDA related to unconsolidated affiliates937
 748
 189
Other, net78
 86
 (8)
Segment Adjusted EBITDA$5,714
 $5,710
 $4

Segment Adjusted EBITDA. For the year ended December 31, 2015 compared to the prior year, Segment Adjusted EBITDA related to the Investment in ETP increased primarily as a result of the following:
an increase of $182 million from Sunoco Logistics due to:
an increase of $130 million from Sunoco Logistics’ NGL operations, primarily due to improved results from Sunoco Logistics’ NGL acquisition and marketing activities of $103 million, higher contributions from Sunoco Logistics’ NGL pipelines of $36 million, and an increase from NGLs terminalling activities at Sunoco Logistics’ Marcus Hook Industrial Complex of $8 million;
an increase of $65 million from Sunoco Logistics’ refined products pipelines, primarily attributable to higher results from the refined products pipelines driven by the commencement of operations on the Allegheny Access project in 2015; offset by
a decrease of $13 million from Sunoco Logistics’ crude oil operations, primarily attributable to lower results from Sunoco Logistics’ crude oil acquisition and marketing activities driven by reduced margins which were negatively impacted by contracted crude differential compared to the prior period; and
an increase of $153 million in ETP’s liquids transportation and services operations, primarily attributable to higher volumes transported out of West Texas and the Eagle Ford region, as well as increased processing and fractionation margin of $50 million due to the ramp-up of Lone Star’s second 100,000 Bbls/d fractionator at Mont Belvieu, Texas, and the additional volumes from producers in the West Texas and Eagle Ford regions. Additionally, the commissioning of the of the Mariner South LPG export project during February 2015 contributed an additional $50 million for the twelve months ended December 31, 2015. This was partially offset by a $17 million decrease in margin associated with the off-gas fractionator in Geismar, Louisiana, as NGL and olefin market prices decreased significantly for the comparable period.
These increases were partially offset by the following:
a decrease of $148 million in ETP’s retail marketing operations, caused by decreases of $124 million due to the deconsolidation of Sunoco LP as a result of the sale of Sunoco LP’s general partner interest to ETE, $121 million due to unfavorable fuel margins, and $9 million due to unfavorable volumes in the retail and wholesale channels, partially offset by favorable impact of $112 million from the acquisition of Susser in August 2014 and $43 million from other recent acquisitions;
a decrease of $81 million in ETP’s midstream operations, primarily due to a decrease of $88 million in non-fee based margins for natural gas and a $200 million decrease in non-fee based margins for crude oil and NGL due to lower natural gas prices and lower crude oil and NGL prices as well as an increase of $135 million in operating expenses primarily due to assets recently placed in service, including Rebel system in West Texas and King Ranch system in South Texas as well as the acquisition of Eagle Rock midstream assets in July 2014, partially offset by an increase of $120 million in fee-based margin from the acquisitions of the Eagle Rock, PVR, and King Ranch midstream assets;
a decrease of $57 million in ETP’s interstate transportation and storage operations, primarily due to lower revenues of $47 million as a result of higher basis differentials in 2014 driven by colder weather, lower revenues of $22 million and $7 million due to the expiration of a transportation rate schedule and lower sales of gas due to lower prices, respectively, on the Transwestern pipeline, and $15 million due to a managed contract roll off to facilitate the transfer of a line from Trunkline to an affiliate for its conversion from natural gas to crude oil service. These decreases were partially offset by sales of capacity at higher rates of $13 million on the Panhandle and Transwestern pipelines, as well as higher usage rates and volumes on the Transwestern pipeline;
a decrease of $16 million in ETP’s intrastate transportation and storage operations, primarily due to a decrease of $17 million in storage margin;
a decrease in Adjusted EBITDA related to discontinued operations of $27 million related to a marketing business that was sold effective April 1, 2014; and
a decrease of $29 million in ETP’s other operations due to a decrease of $56 million related to its investment in AmeriGas common units due to the sale of AmeriGas common units in 2014.
Unrealized Gains and Losses on Commodity Risk Management Activities. Unrealized gains on commodity risk management activities primarily reflected the net impact from unrealized gains and losses on natural gas storage and non-storage derivatives, as well as fair value adjustments to inventory. The change in unrealized gains and losses on commodity risk management activities for 2015 compared to 2014 was primarily attributable to natural gas storage inventory and related derivatives.

Operating Expenses, Excluding Non-Cash Compensation Expense. Operating expenses related to ETP’s retail marketing operations increased $69 million, primarily due to recent acquisitions. Operating expenses related to ETP’s midstream operations increased $135 million primarily due to a primarily due to assets recently placed in service, including Rebel system in West Texas and King Ranch system in South Texas, as well as the acquisition of Eagle Rock midstream assets in July 2014. Operating expenses also increased $24 million for ETP’s liquids transportation and services operations, primarily due to a higher employee expenses, ad valorem taxes, utilities expense, project costs and materials and supplies expense.
Selling, General and Administrative Expenses, Excluding Non-Cash Compensation Expense. Selling, general and administrative expenses related to ETP’s investment in Sunoco Logistics operations decreased $15 million, expenses related to ETP’s interstate transportation and storage operations decreased by $10 million, and expenses related to ETP’s midstream operations decreased $10 million.
Adjusted EBITDA Related to Discontinued Operations. In 2014, amounts were related to a marketing business that was sold effective April 1, 2014.
Adjusted EBITDA Related to Unconsolidated Affiliates. ETP’s Adjusted EBITDA related to unconsolidated affiliates for the years ended December 31, 2015 and 2014 consisted of the following:
 Years Ended December 31,  
 2015 2014 Change
Citrus$315
 $305
 $10
FEP75
 75
 
PES86
 86
 
MEP96
 102
 (6)
HPC61
 53
 8
AmeriGas
 56
 (56)
Sunoco, LLC91
 
 91
Sunoco LP137
 
 137
Other76
 71
 5
Total Adjusted EBITDA related to unconsolidated affiliates$937
 $748
 $189
These amounts represent ETP’s proportionate share of the Adjusted EBITDA of its unconsolidated affiliates and are based on ETP’s equity in earnings or losses of its unconsolidated affiliates adjusted for its proportionate share of the unconsolidated affiliates’ interest, depreciation, amortization, non-cash items and taxes.
Investment in Sunoco LP
 Years Ended December 31,  
 2015 2014 Change
Revenues$18,460
 $7,343
 $11,117
Cost of products sold16,476
 6,767
 9,709
Gross margin1,984
 576
 1,408
Unrealized losses (gains) on commodity risk management activities2
 (1) 3
Operating expenses, excluding non-cash compensation expense(1,155) (361) (794)
Selling, general and administrative, excluding non-cash compensation expense(209) (86) (123)
Inventory fair value adjustments98
 205
 (107)
Other, net(1) (1) 
Segment Adjusted EBITDA$719
 $332
 $387
The Investment in Sunoco LP segment reflects the results of Sunoco LP beginning August 29, 2014, the date that ETP originally obtained control of Sunoco LP. Sunoco LP obtained control of MACS in October 2014, Sunoco, LLC in April 2015, Susser in July 2015, and Sunoco Retail LLC in March 2016. Because these entities were under common control, Sunoco LP recast its financial statements to retrospectively consolidate each of the entities beginning September 1, 2014. The segment results above

are presented on the same basis as Sunoco LP’s standalone financial statements; therefore, the segment results above also include MACS, Sunoco, LLC, Susser and Sunoco Retail LLC beginning September 1, 2014. MACS, Sunoco, LLC, Susser and Sunoco Retail LLC were also consolidated by ETP until October 2014, April 2015, July 2015 and March 2016, respectively; therefore, the results from those entities are reflected in both the Investment in ETP and the Investment in Sunoco LP segments for the respective periods in 2014 and 2015. ETE’s consolidated results reflect the elimination of 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. In addition, subsequent to July 2015, ETP holds an equity method investment in Sunoco, LLC (through December 2015) and a continuing investment in Sunoco LP, the equity in earnings from which are also eliminated in ETE’s consolidated financial statements.
Segment Adjusted EBITDA. The increase in Segment Adjusted EBITDA for the year ended December 31, 2015 is primarily due to the presentation of only a partial period of results for Sunoco LP in 2014, as discussed above.
Investment in Lake Charles LNG
 Years Ended December 31,  
 2015 2014 Change
Revenues$216
 $216
 $
Operating expenses, excluding non-cash compensation expense(17) (17) 
Selling, general and administrative, excluding non-cash compensation expense(3) (4) 1
Segment Adjusted EBITDA$196
 $195
 $1
Lake Charles LNG derives all of its revenue from a contract with a non-affiliated gas marketer.
LIQUIDITY AND CAPITAL RESOURCES
Overview
Parent Company Only
The Parent Company’s principal sources of cash flow are derived from its direct and indirect investments in the limited partner and general partner interests in ETP and Sunoco LP and cash flows from the operations of Lake Charles LNG. The amount of cash that ETP and Sunoco LP distribute to their respective partners, including the Parent Company, each quarter is based on earnings from their respective business activities and the amount of available cash, as discussed below. In connection with previous transactions, we have relinquished a portion of our incentive distributions to be received from ETP and Sunoco LP, see additional discussion under “Cash Distributions.”
The Parent Company’s primary cash requirements are for general and administrative expenses, debt service requirements and distributions to its partners. The Parent Company currently expects to fund its short-term needs for such items with cash flows from its direct and indirect investments in ETP, Sunoco LP and Lake Charles LNG. The Parent Company distributes its available cash remaining after satisfaction of the aforementioned cash requirements to its Unitholders on a quarterly basis.
The Parent Company expects ETP, Sunoco LP and Lake Charles LNG and their respective subsidiaries to utilize their resources, along with cash from their operations, to fund their announced growth capital expenditures and working capital needs; however, the Parent Company may issue debt or equity securities from time to time, as it deems prudent to provide liquidity for new capital projects of its subsidiaries or for other partnership purposes.

ETP
ETP’s ability to satisfy its obligations and pay distributions to its Unitholders will depend on its future performance, which will be subject to prevailing economic, financial, business and weather conditions, and other factors, many of which are beyond the control of ETP’s management.
ETP currently expects capital expenditures in 2017 to be within the following ranges:
 Growth Maintenance
 Low High Low High
Direct(1):
       
Intrastate transportation and storage$30
 $40
 $20
 $25
Interstate transportation and storage(2)
1,750
 1,790
 100
 110
Midstream935
 985
 120
 130
Liquids transportation and services:       
NGL370
 390
 20
 25
Crude(2)
200
 230
 
 5
All other (including eliminations)70
 80
 65
 70
Total direct capital expenditures3,355
 3,515
 325
 365
        Less: Project level non-recourse financing(600) (600) 
 
Partnership level capital funding$2,755
 $2,915
 $325
 $365
(1)
Direct capital expenditures exclude those funded by ETP’s publicly-traded subsidiary.
(2)
Includes capital expenditures related to our proportionate ownership of the Bakken, Rover and Bayou Bridge pipeline projects.
The assets used in ETP’s natural gas and liquids operations, including pipelines, gathering systems and related facilities, are generally long-lived assets and do not require significant maintenance capital expenditures. Accordingly, ETP does not have any significant financial commitments for maintenance capital expenditures in its businesses. From time to time it experiences increases in pipe costs due to a number of reasons, including but not limited to, delays from steel mills, limited selection of mills capable of producing large diameter pipe in a timely manner, higher steel prices and other factors beyond ETP’s control. However, ETP includes these factors in its anticipated growth capital expenditures for each year.
ETP generally funds its maintenance capital expenditures and distributions with cash flows from operating activities. ETP generally funds growth capital expenditures with proceeds from borrowings under credit facilities, long-term debt, the issuance of additional Common Units or a combination thereof.
As of December 31, 2016, in addition to $360 million of cash on hand, ETP had available capacity under its revolving credit facilities of $813 million. Based on ETP’s current estimates, it expects to utilize capacity under the ETP Credit Facility, along with cash from operations, to fund its announced growth capital expenditures and working capital needs through the end of 2017; however, ETP may issue debt or equity securities prior to that time as it deems prudent to provide liquidity for new capital projects, to maintain investment grade credit metrics or other partnership purposes.
In August 2016, ETP, Sunoco Logistics and Phillips 66 announced the completion of the project-level financing of the Dakota Access Pipeline and Energy Transfer Crude Oil Pipeline projects (collectively, the “Bakken Pipeline”). The $2.50 billion credit facility is anticipated to provide substantially all of the remaining capital necessary to complete the projects.
Sunoco Logistics’ primary sources of liquidity consist of cash generated from operating activities and borrowings under its $2.50 billion credit facility and $1.0 billion credit facility. At December 31, 2016, Sunoco Logistics had available borrowing capacity of $1.58 billion under its revolving credit facilities. Sunoco Logistics periodically supplements its cash flows from operations with proceeds from debt and equity financing activities.
Sunoco LP
Sunoco LP’s primary sources of liquidity consist of cash generated from operating activities, borrowings under its $1.50 billion credit facility and the issuance of additional long-term debt or partnership units as appropriate given market conditions. At December 31, 2016, Sunoco LP had available borrowing capacity of $469 million under its revolving credit facility and $119 million of cash and cash equivalents on hand.

In 2017, Sunoco LP expects to invest approximately $200 million in growth capital expenditures and approximately $90 million on maintenance capital expenditures. Sunoco LP may revise the timing of these expenditures as necessary to adapt to economic conditions.
Cash Flows
Our cash flows may change in the future due to a number of factors, some of which we cannot control. These factors include regulatory changes, the price of our subsidiaries’ products and services, the demand for such products and services, margin requirements resulting from significant changes in commodity prices, operational risks, the successful integration of our acquisitions, and other factors.
Operating Activities
Changes in cash flows from operating activities between periods primarily result from changes in earnings (as discussed in “Results of Operations” above), excluding the impacts of non-cash items and changes in operating assets and liabilities. Non-cash items include recurring non-cash expenses, such as depreciation, depletion and amortization expense and non-cash compensation expense. The increase in depreciation, depletion and amortization expense during the periods presented primarily resulted from construction and acquisition of assets, while changes in non-cash unit-based compensation expense resulted from changes in the number of units granted and changes in the grant date fair value estimated for such grants. Cash flows from operating activities also differ from earnings as a result of non-cash charges that may not be recurring, such as impairment charges and allowance for equity funds used during construction. The allowance for equity funds used during construction increases in periods when ETP has a significant amount of interstate pipeline construction in progress. Changes in operating assets and liabilities between periods result from factors such as the changes in the value of price risk management assets and liabilities, timing of accounts receivable collection, payments on accounts payable, the timing of purchases and sales of inventories, and the timing of advances and deposits received from customers.
Following is a summary of operating activities by period:
Year Ended December 31, 2016
Cash provided by operating activities in 2016 was $3.42 billion and net income was $41 million. The difference between net income and cash provided by operating activities in 2016 primarily consisted of net non-cash items totaling $3.17 billion and changes in operating assets and liabilities of $61 million. The non-cash activity in 2016 consisted primarily of depreciation, depletion and amortization of $2.36 billion, impairment losses of $1.80 billion, deferred income tax benefit of $201 million, inventory valuation adjustments of $273 million and non-cash compensation expense of $70 million.
Year Ended December 31, 2015
Cash provided by operating activities in 2015 was $3.07 billion and net income was $1.09 billion. The difference between net income and cash provided by operating activities in 2015 primarily consisted of net non-cash items totaling $2.73 billion and changes in operating assets and liabilities of $1.16 billion. The non-cash activity in 2015 consisted primarily of depreciation, depletion and amortization of $2.08 billion, impairment losses of $339 million, deferred income tax expense of $242 million, inventory valuation adjustments of 249 million, losses on extinguishments of debt of $43 million and non-cash compensation expense of $91 million.
Year Ended December 31, 2014
Cash provided by operating activities in 2014 was $3.18 billion and net income was $1.12 billion. The difference between net income and cash provided by operating activities in 2014 consisted of net non-cash items totaling $1.99 billion and changes in operating assets and liabilities of $231 million. The non-cash activity in 2014 consisted primarily of depreciation, depletion and amortization of $1.72 billion, impairment losses of $370 million, inventory valuation adjustments of $473 million, losses on extinguishments of debt of $25 million and non-cash compensation expense of $82 million, partially offset by the gain on the sale of AmeriGas common units of $177 million and a deferred income tax benefit of $50 million.
Investing Activities
Cash flows from investing activities primarily consist of cash amounts paid for acquisitions, capital expenditures, and cash contributions to our joint ventures. Changes in capital expenditures between periods primarily result from increases or decreases in growth capital expenditures to fund their respective construction and expansion projects.

Following is a summary of investing activities by period:
Year Ended December 31, 2016
Cash used in investing activities in 2016 of $9.47 billion was comprised primarily of capital expenditures of $8.09 billion (excluding the allowance for equity funds used during construction and net of contributions in aid of construction costs). ETP invested $5.44 billion for growth capital expenditures and $368 million for maintenance capital expenditures during 2016. We paid net cash for acquisitions of $1.57 billion, including the acquisition of a noncontrolling interest.
Year Ended December 31, 2015
Cash used in investing activities in 2015 of $10.09 billion was comprised primarily of capital expenditures of $9.31 billion (excluding the allowance for equity funds used during construction and net of contributions in aid of construction costs). ETP invested $7.68 billion for growth capital expenditures and $485 million for maintenance capital expenditures during 2015. We paid net cash for acquisitions of $900 million, including the acquisition of a noncontrolling interest.
Year Ended December 31, 2014
Cash used in investing activities in 2014 of $6.80 billion was comprised primarily of capital expenditures of $5.34 billion (excluding the allowance for equity funds used during construction and net of contributions in aid of construction costs). ETP invested $5.05 billion for growth capital expenditures and $444 million for maintenance capital expenditures during 2014. Regency invested $1.20 billion for growth capital expenditures and $98 million for maintenance capital expenditures during 2014. We paid cash for acquisitions of $2.37 billion and received $814 million in cash received from the sale of AmeriGas common units.
Financing Activities
Changes in cash flows from financing activities between periods primarily result from changes in the levels of borrowings and equity issuances, which are primarily used to fund acquisitions and growth capital expenditures. Distributions increase between the periods based on increases in the number of common units outstanding or increases in the distribution rate.
Following is a summary of financing activities by period:
Year Ended December 31, 2016
Cash provided by financing activities was $5.93 billion in 2016. We had a consolidated increase in our debt level of $6.71 billion, primarily due to the issuance of Parent Company and subsidiary senior notes, as well as increases in our revolving credit facilities during 2015. Our subsidiaries also received $2.56 billion in proceeds from common unit offerings, including $1.10 billion from the issuance of ETP Common Units and $1.46 billion from the issuance of other subsidiary common units. We paid distributions to partners of $1.02 billion, and our subsidiaries paid $2.77 billion on limited partner interests other than those held by the Parent Company.
Year Ended December 31, 2015
Cash provided by financing activities was $6.79 billion in 2015. We had a consolidated increase in our debt level of $6.63 billion, primarily due to the issuance of Parent Company and subsidiary senior notes, as well as increases in our revolving credit facilities during 2015. Our subsidiaries also received $3.89 billion in proceeds from common unit offerings, including $1.43 billion from the issuance of ETP Common Units and $2.46 billion from the issuance of other subsidiary common units. We paid distributions to partners of $1.09 billion, and our subsidiaries paid $2.34 billion on limited partner interests other than those held by the Parent Company. We also paid $1.06 billion to repurchase common units during the year ended December 31, 2015.
Year Ended December 31, 2014
Cash provided by financing activities was $3.88 billion in 2014. We had a consolidated increase in our debt level of $4.49 billion, primarily due to Regency’s issuance of senior notes and assumption and debt, and Sunoco Logistics’ issuance of $2.00 billion in aggregate principal amount of senior notes in April 2014 and November 2014 (see Note 6 to our consolidated financial statements) and an increase of the Parent Company’s debt of $1.88 billion. Our subsidiaries also received $3.06 billion in proceeds from common unit offerings, including $1.38 billion from the issuance of ETP Common Units, $428 million from the issuance of Regency Common Units and $1.25 billion from the issuance of other subsidiary common units. We paid distributions to partners of $821 million, and our subsidiaries paid $1.91 billion on limited partner interests other than those held by the Parent Company. We also paid $1.00 billion to repurchase common units during the year ended December 31, 2014.

Description of Indebtedness
Our outstanding consolidated indebtedness was as follows:
 December 31,
 2016 2015
Parent Company Indebtedness:   
ETE Senior Notes due October 2020$1,187
 $1,187
ETE Senior Notes due January 20241,150
 1,150
ETE Senior Notes due June 20271,000
 1,000
ETE Senior Secured Term Loan, due December 20192,190
 2,190
ETE Senior Secured Revolving Credit Facility due December 2018875
 860
Subsidiary Indebtedness:   
ETP Senior Notes19,440
 19,439
Panhandle Senior Notes1,085
 1,085
Sunoco, Inc. Senior Notes465
 465
Sunoco Logistics Senior Notes5,350
 4,975
Transwestern Senior Notes657
 782
Sunoco LP Senior Notes, Term Loan and lease-related obligations3,561
 1,526
Revolving Credit Facilities:   
ETP $3.75 billion Revolving Credit Facility due November 20192,777
 1,362
Sunoco Logistics $2.50 billion Revolving Credit Facility due March 20201,292
 562
Sunoco Logistics $1.0 billion 364-Day Credit Facility, due December 2017(1)
630
 
Sunoco LP $1.5 billion Revolving Credit Facility due September 20191,000
 450
Bakken Project $2.50 billion Credit Facility due August 20191,100
 
PennTex $275 million MLP Revolving Credit Facility due December 2019168
 
Other long-term debt31
 31
Unamortized premiums and fair value adjustments, net101
 141
Deferred debt issuance costs(257) (237)
Total debt43,802
 36,968
Less: current maturities of long-term debt1,194
 131
Long-term debt, less current maturities$42,608
 $36,837
(1)
Sunoco Logistics’ $1.0 billion 364-Day Credit Facility, including its $630 million term loan, were classified as long-term debt as of December 31, 2016 as Sunoco Logistics has the ability and intent to refinance such borrowings on a long-term basis.
The terms of our consolidated indebtedness and our subsidiaries are described in more detail below and in Note 6 to our consolidated financial statements.
ETE Term Loan Facility
As of December 31, 2016, the Parent Company had outstanding a Senior Secured Term Loan Agreement, dated as of March 5, 2015, both with scheduled maturities on December 2, 2019. In connection with the Parent Company’s entry into a Senior Secured Term loan Agreement on February 2, 2017, as discussed below, the Parent Company terminated both agreements.
On February 2, 2017, the Partnership entered into a Senior Secured Term Loan Agreement (the “2024 Term Credit Agreement”) with Credit Suisse AG, Cayman Islands Branch, as administrative agent, and the other lenders party thereto (the “Term Lenders”). The Term Credit Agreement has a scheduled maturity date of February 2, 2024, with an option for the Partnership to extend the term subject to the terms and conditions set forth therein. The Term Credit Agreement contains an accordion feature, under which the total commitments may be increased, subject to the terms thereof. In connection with the entry into the 2024 Term Credit Agreement, ETE terminated the 2019 Term Credit Agreements.

Pursuant to the 2024 Term Credit Agreement, the Term Lenders have provided senior secured financing in an aggregate principal amount of $2.2 billion (the “Term Loan Facility”). The Parent Company shall not be required to make any amortization payments with respect to the term loans under the 2024 Term Credit Agreement. Under certain circumstances, the Parent Company is required to prepay the Term Loan Facility in connection with dispositions, in the case of each of the following, yielding net proceeds in excess of $50 million of (a) IDRs in (i) prior to the consummation of the MLP Merger, ETP, and (ii) upon and after the consummation of the MLP Merger, Sunoco Logistics ; or (b) equity interests of any person which owns, directly or indirectly, IDRs in (i) prior to the consummation of the MLP Merger, ETP, and (ii) upon and after the consummation of the MLP Merger, Sunoco Logistics, in each case, with a percentage ranging from 50% to 75% of such net proceeds in excess of $50 million.
Under the 2024 Term Credit Agreement, the obligations of the Parent Company are secured by a lien on substantially all of the Parent Company’s and certain of its subsidiaries’ tangible and intangible assets including (i) approximately 18.4 million common units representing limited partner interests in ETP and approximately 81.0 million Class H units of ETP owned by the Partnership; and (ii) the Partnership’s 100% equity interest in Energy Transfer Partners, L.L.C. and Energy Transfer Partners GP, L.P., through which the Partnership indirectly holds all of the outstanding general partnership interests and IDRs in, immediately prior to the consummation of the MLP Merger, ETP and, immediately after the consummation of the MLP Merger, Sunoco Logistics. The 2024 Term Loan Facility initially is not guaranteed by any of the Partnership’s subsidiaries.
Interest accrues on advances at a LIBOR rate or a base rate, based on the election of the Parent Company for each interest period, plus an applicable margin. The applicable margin for LIBOR rate loans is 2.75% and the applicable margin for base rate loans is 1.75%. Proceeds of the borrowings under the 2024 Term Credit Agreement were used to refinance amounts outstanding under the Partnership’s two senior secured term loan facilities and to pay transaction fees and expenses related to the Term Loan Facility and other transactions incidental thereto.
ETE Revolving Credit Facility
The Parent Company has a credit agreement (the “Revolver Credit Agreement”), which has a scheduled maturity date of December 2, 2018, with an option for the Parent Company to extend the term subject to the terms and conditions set forth therein.
Pursuant to the Revolver Credit Agreement, the lenders have committed to provide advances up to an aggregate principal amount of $1.50 billion at any one time outstanding. The Revolver Credit Agreement contains an accordion feature, under which the total commitment may be increased, subject to the terms thereof.
As part of the aggregate commitments under the facility, the Revolver Credit Agreement provides for letters of credit to be issued at the request of the Parent Company in an aggregate amount not to exceed a $150 million sublimit.
Under the Revolver Credit Agreement, the obligations of the Parent Company are secured by a lien on substantially all of the Parent Company’s and certain of its subsidiaries’ tangible and intangible assets. Borrowings under the Revolver Credit Agreement are not guaranteed by any of the Parent Company’s subsidiaries.
Interest accrues on advances at a LIBOR rate or a base rate, based on the election of the Parent Company for each interest period, plus an applicable margin. The issuing fees for all letters of credit are also based on an applicable margin. The applicable margin used in connection with interest rates and fees is based on the then applicable leverage ratio of the Parent Company. The applicable margin for LIBOR rate loans and letter of credit fees ranges from 1.75% to 2.50% and the applicable margin for base rate loans ranges from 0.75% to 1.50%. The Parent Company will also pay a commitment fee based on its leverage ratio on the actual daily unused amount of the aggregate commitments.
Subsidiary Indebtedness
ETP Senior Notes Offerings
In January 2017, ETP issued $600 million aggregate principal amount of 4.20% senior notes due April 2027 and $900 million aggregate principal amount of 5.30% senior notes due April 2047. ETP used the $1.48 billion net proceeds from the offering to refinance current maturities and to repay borrowings outstanding under the ETP Credit Facility.
Sunoco Logistics Senior Notes Offerings
In July 2016, Sunoco Logistics issued $550 million aggregate principal amount of 3.90% senior notes due in July 2026. The net proceeds from this offering were used to repay outstanding credit facility borrowings and for general partnership purposes.

Sunoco LP Term Loan and Senior Notes
In March 2016, Sunoco LP entered into a term loan agreement which provides secured financing in an aggregate principal amount of up to $2.035 billion due 2019. Amounts borrowed under the term loan bear interest at either LIBOR or base rate, based on Sunoco LP’s election for each interest period, plus an applicable margin. The proceeds were used to fund a portion of the ETP dropdown and to pay fees and expenses incurred in connection with the ETP dropdown and the term loan. In December, 2016, Sunoco LP entered into an amendment to the term loan to, among other matters, increase the maximum applicable margin for LIBOR rate loans, increase the maximum ratio of funded debt, and add new obligations to maintain a maximum ratio of secured funded debt to EBITDA of the Sunoco LP. As of December 31, 2016, the balance on the term loan was $1.24 billion. In January 2017, Sunoco LP entered into a limited waiver to its term loan, under which the agents and lenders party thereto waived and deemed remedied the miscalculations of Sunoco LP’s leverage ratio as set forth in its previously delivered compliance certificates and the resulting failure to pay incremental interest owed under the term loan.
In April 2016, Sunoco LP issued $800 million aggregate principal amount of 6.25% Senior Notes due 2021. The net proceeds of $789 million were used to repay a portion of the borrowings under its term loan facility.
Subsidiary Credit Facilities and Commercial Paper
ETP Credit Facility
The ETP Credit Facility allows for borrowings of up to $3.75 billion and matures on November 18, 2019. The indebtedness under the ETP Credit Facility is unsecured and not guaranteed by any of ETP’s subsidiaries and has equal rights to holders of ETP’s current and future unsecured debt. The indebtedness under the ETP Credit Facility has the same priority of payment as our other current and future unsecured debt.
ETP uses the ETP Credit Facility to provide temporary financing for its growth projects, as well as for general partnership purposes. ETP typically repays amounts outstanding under the ETP Credit Facility with proceeds from common unit offerings or long-term notes offerings. The timing of borrowings depends on ETP’s activities and the cash available to fund those activities. The repayments of amounts outstanding under the ETP Credit Facility depend on multiple factors, including market conditions and expectations of future working capital needs, and ultimately are a financing decision made by management. Therefore, the balance outstanding under the ETP Credit Facility may vary significantly between periods. ETP does not believe that such fluctuations indicate a significant change in its liquidity position, because it expects to continue to be able to repay amounts outstanding under the ETP Credit Facility with proceeds from common unit offerings or long-term note offerings.
As of December 31, 2016, the ETP Credit Facility had $2.78 billion outstanding, and the amount available for future borrowings was $813 million taking into account letters of credit of $160 million and commercial paper of $777 million. The weighted average interest rate on the total amount outstanding as of December 31, 2016 was 2.20%.
Sunoco Logistics Credit Facilities
Sunoco Logistics maintains a $2.50 billion unsecured revolving credit agreement (the “Sunoco Logistics Credit Facility”), which matures in March 2020. The Sunoco Logistics Credit Facility contains an accordion feature, under which the total aggregate commitment may be increased to $3.25 billion under certain conditions.
The Sunoco Logistics Credit Facility is available to fund Sunoco Logistics’ working capital requirements, to finance acquisitions and capital projects, to pay distributions and for general partnership purposes. The Sunoco Logistics Credit Facility bears interest at LIBOR or the Base Rate, based on Sunoco Logistics’ election for each interest period, plus an applicable margin. The credit facility may be prepaid at any time. As of December 31, 2016, the Sunoco Logistics Credit Facility had $1.29 billion of outstanding borrowings, which included commercial paper of $50 million. The weighted average interest rate on the total amount outstanding as of December 31, 2016 was 1.76%.
In December 2016, Sunoco Logistics entered into an agreement for a 364-day maturity credit facility ("364-Day Credit Facility"), due to mature in December 2017, with a total lending capacity of $1.00 billion, including a $630 million term loan. The terms of the 364-Day Credit Facility are similar to those of the $2.50 billion Sunoco Logistics Credit Facility, including limitations on the creation of indebtedness, liens and financial covenants. The 364-Day Credit Facility is expected to be terminated and repaid in connection with the completion of the ETP and Sunoco Logistics merger.
Bakken Credit Facility
In August 2016, ETP, Sunoco Logistics and Phillips 66 announced the completion of the project-level financing of the Dakota Access Pipeline and Energy Transfer Crude Oil Pipeline projects (collectively, the “Bakken Pipeline”). The $2.50 billion credit facility is anticipated to provide substantially all of the remaining capital necessary to complete the projects and matures in August

2019 (the “Bakken Credit Facility”). As of December 31, 2016, $1.10 billion of outstanding borrowings. The weighted average interest rate on the total amount outstanding as of December 31, 2016 was 2.13%.
Sunoco LP Credit Facility
Sunoco LP maintains a $1.50 billion revolving credit agreement (the “Sunoco LP Credit Facility”), which was amended in April 2015 from the initially committed amount of $1.25 billion and matures in September 2019. As of December 31, 2016, the Sunoco LP Credit Facility had $1.00 billion of outstanding borrowings. In January 2017, Sunoco LP entered into a limited waiver to its revolving credit facility, under which the agents and lenders party thereto waived and deemed remedied the miscalculations of Sunoco LP’s leverage ratio as set forth in its previously delivered compliance certificates and the resulting failure to pay incremental interest owed under the revolving credit facility.
PennTex Revolving Credit Facility
On December 19, 2014, PennTex entered into a senior secured revolving credit facility with Royal Bank of Canada, as administrative agent, and a syndicate of lenders that became effective upon the closing of PennTex’s initial public offering and matures in December 2019 (the “PennTex Revolving Credit Facility”). The agreement provides for a $275 million commitment that is expandable up to $400 million under certain conditions. The funds have been used for general purposes, including the funding of capital expenditures. PennTex’s assets have been pledged as collateral for this credit facility.
As of December 31, 2016, PennTex had $106 million of available borrowing capacity under the PennTex Revolving Credit Facility. As of December 31, 2016, the weighted average interest rate on outstanding borrowings was 2.90%.
Covenants Related to Our Credit Agreements
Covenants Related to the Parent Company
The Term Loan Facility and ETE Revolving Credit Facility contain customary representations, warranties, covenants, and events of default, including a change of control event of default and limitations on incurrence of liens, new lines of business, merger, transactions with affiliates and restrictive agreements.
The Term Loan Facility and ETE Revolving Credit Facility contain financial covenants as follows:
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.
Covenants Related to ETP

The agreements relating to the ETP senior notes contain restrictive covenants customary for an issuer with an investment-grade rating from the rating agencies, which covenants include limitations on liens and a restriction on sale-leaseback transactions
The ETP Credit Facility contains covenants that limit (subject to certain exceptions) ETP’s and certain of ETP’s subsidiaries’ ability to, among other things:
incur indebtedness;
grant liens;
enter into mergers;
dispose of assets;
make certain investments;
make Distributions (as defined in the ETP Credit Facility) during certain Defaults (as defined in the ETP Credit Facility) and during any Event of Default (as defined in such credit agreement);
engage in business substantially different in nature than the business currently conducted by ETP and its subsidiaries;
engage in transactions with affiliates; and
enter into restrictive agreements.

The ETP Credit Facility also contains a financial covenant that provides that the Leverage Ratio, as defined in the ETP Credit Facility, shall not exceed 5.0 to 1 as of the end of each quarter, with a permitted increase to 5.5 to 1 during a Specified Acquisition Period, as defined in the ETP Credit Facility.
The agreements relating to the Transwestern senior notes contain certain restrictions that, among other things, limit the incurrence of additional debt, the sale of all or substantially all assets and the payment of dividends and specify a maximum debt to capitalization ratio.
Failure to comply with the various restrictive and affirmative covenants of our revolving credit facilities could require us to pay debt balances prior to scheduled maturity and could negatively impact the Operating Companies’ ability to incur additional debt and/or our ability to pay distributions.
Covenants Related to Panhandle
Panhandle is not party to any lending agreement that would accelerate the maturity date of any obligation due to a failure to maintain any specific credit rating, nor would a reduction in any credit rating, by itself, cause an event of default under any of Panhandle’s lending agreements. Financial covenants exist in certain of Panhandle’s debt agreements that require Panhandle to maintain a certain level of net worth, to meet certain debt to total capitalization ratios and to meet certain ratios of earnings before depreciation, interest and taxes to cash interest expense. A failure by Panhandle to satisfy any such covenant would give rise to an event of default under the associated debt, which could become immediately due and payable if Panhandle did not cure such default within any permitted cure period or if Panhandle did not obtain amendments, consents or waivers from its lenders with respect to such covenants.
Panhandle’s restrictive covenants include restrictions on debt levels, restrictions on liens securing debt and guarantees, restrictions on mergers and on the sales of assets, capitalization requirements, dividend restrictions, cross default and cross-acceleration and prepayment of debt provisions. A breach of any of these covenants could result in acceleration of Panhandle’s debt and other financial obligations and that of its subsidiaries.
In addition, Panhandle and/or its subsidiaries are subject to certain additional restrictions and covenants. These restrictions and covenants include limitations on additional debt at some of its subsidiaries; limitations on the use of proceeds from borrowing at some of its subsidiaries; limitations, in some cases, on transactions with its affiliates; limitations on the incurrence of liens; potential limitations on the abilities of some of its subsidiaries to declare and pay dividends and potential limitations on some of its subsidiaries to participate in Panhandle’s cash management program; and limitations on Panhandle’s ability to prepay debt.
Covenants Related to Sunoco Logistics
The Sunoco Logistics $2.50 billion Credit Facility contains various covenants, including limitations on the creation of indebtedness and liens, and other covenants related to the operation and conduct of the business of Sunoco Logistics and its subsidiaries. The Sunoco Logistics Credit Facility also limits Sunoco Logistics, on a rolling four-quarter basis, to a maximum total Consolidated Funded Indebtedness to Consolidated EBITDA ratio, each as defined in the Sunoco Logistics Credit Facility, of 5.0 to 1, which can generally be increased to 5.5 to 1 during an acquisition period. Sunoco Logistics’ ratio of total Consolidated Funded Indebtedness, excluding net unamortized fair value adjustments, to Consolidated EBITDA was 4.4 to 1 at December 31, 2016, as calculated in accordance with the credit agreements.
Covenants Related to Bakken Credit Facility
The Bakken Credit Facility contains standard and customary covenants for a financing of this type, subject to materiality, knowledge and other qualifications, thresholds, reasonableness and other exceptions. These standard and customary covenants include, but are not limited to:
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.
A restricted payment covenant is also included in the Bakken Credit Facility which requires a minimum historic debt service coverage ratio (“DSCR”) of not less than 1.20 to 1 (the “Minimum Historic DSCR”) with respect each 12-month period following the commercial in-service date of the Dakota Access and ETCO Project in order to make certain restricted payments thereunder.
Covenants Related to PennTex
The PennTex Revolving Credit Facility contains various covenants and restrictive provisions that, among other things, limit or restrict PennTex’s ability to incur or guarantee additional debt, incur certain liens on assets, dispose of assets, make certain distributions (including distributions from available cash, if a default or event of default under the credit agreement then exists or would result from making such a distribution), change the nature of PennTex’s business, engage in certain mergers or make certain investments and acquisitions, enter into non-arm’s-length transactions with affiliates and designate certain subsidiaries of PennTex as “Unrestricted Subsidiaries” for purposes of the credit agreement. Currently, no subsidiaries have been designated as Unrestricted Subsidiaries. PennTex is required to comply with a minimum consolidated interest coverage ratio of 2.50x and a maximum consolidated leverage ratio of 4.75x under the PennTex Revolving Credit Facility.
The borrowed amounts accrue interest at a LIBOR rate or a base rate, based on PennTex’s election for each interest period, plus an applicable margin. The applicable margin used in connection with the interest rates and fees is based on the then applicable Consolidated Total Leverage Ratio (as defined therein). The applicable margin for LIBOR rate loans and letter of credit fees range from 2.00% and 3.25% based on the Consolidated Total Leverage Ratio and the applicable margin for ABR loans ranges from 1.00% to 2.25% based on the Consolidated Total Leverage Ratio. The unused portion of the credit facility is subject to a commitment fee, which is based on the Consolidated Total Leverage Ratio and ranges from 0.35% to 0.50% multiplied by the amount of the unused commitment.
Covenants Related to Sunoco LP
The Sunoco LP Credit Facilities contain various customary representations, warranties, covenants and events of default, including a change of control event of default, as defined therein. The Sunoco LP Credit Facilities  require Sunoco LP to maintain a leverage ratio (as defined therein) of not more than (a) as of the last day of each fiscal quarter through December 31, 2017, 6.75 to 1.0, (b) as of March 31, 2018, 6.5 to 1.0, (c) as of June 30, 2018, 6.25 to 1.0, (d) as of September 30, 2018, 6.0 to 1.0, (e) as of December 31, 2018, 5.75 to 1.0 and (f) thereafter, 5.5 to 1.0 (in the case of the quarter ending March 31, 2019 and thereafter, subject to increases to 6.0 to 1.0 in connection with certain specified acquisitions in excess of $50 million, as permitted under the Credit Facilities.  Indebtedness under the Credit Facilities is secured by a security interest in, among other things, all of Sunoco LP’s present and future personal property and all of the present and future personal property of its guarantors, the capital stock of its material subsidiaries (or 66% of the capital stock of material foreign subsidiaries), and any intercompany debt. Upon the first achievement by Sunoco LP of an investment grade credit rating, all security interests securing borrowings under the Credit Facilities will be released.
Compliance with our Covenants
We are required to assess compliance quarterly and were in compliance with all requirements, limitations, and covenants relating to ETE’s and its subsidiaries’ debt agreements as of December 31, 2016.
Each of the agreements referred to above are incorporated herein by reference to our, ETP’s, Sunoco Logistics’ and Sunoco LP’s reports previously filed with the SEC under the Exchange Act. See “Item 1. Business – SEC Reporting.”
Off-Balance Sheet Arrangements
Contingent Residual Support Agreement – AmeriGas
In connection with the closing of the contribution of its propane operations in January 2012, ETP agreed to provide contingent residual support of $1.55 billion of intercompany borrowings made by AmeriGas and certain of its affiliates with maturities through 2022 from a finance subsidiary of AmeriGas that have maturity dates and repayment terms that mirror those of an equal principal amount of senior notes issued by this finance company subsidiary to third-party purchases. In 2016, AmeriGas repurchased certain of its senior notes, which caused a reduction in the amount supported by ETP under the contingent residual support agreement. In February 2017, AmeriGas repurchased $378 million of its 7.00% senior notes, which reduced the remaining amount supported by ETP to $122 million.

Guarantee of Sunoco LP Notes
Retail Holdings provided a limited contingent guarantee of collection, but not of payment, to Sunoco LP with respect to (i) $800 million principal amount of 6.375% senior notes due 2023 issued by Sunoco LP, (ii) $800 million principal amount of 6.25% senior notes due 2021 issued by Sunoco LP and (iii) $2.035 billion aggregate principal for Sunoco LP’s term loan due 2019. In December 2016, Retail Holdings contributed its interests in Sunoco LP, along with the assignment of the guarantee of Sunoco LP’s senior notes, to its subsidiary, ETC M-A Acquisition LLC.
Contractual Obligations
The following table summarizes our long-term debt and other contractual obligations as of December 31, 2016:
  Payments Due by Period
Contractual Obligations Total Less Than 1 Year 1-3 Years 3-5 Years More Than 5 Years
Long-term debt $43,958
 $1,817
 $12,013
 $7,666
 $22,462
Interest on long-term debt(1)
 22,063
 2,086
 3,805
 2,879
 13,293
Payments on derivatives 194
 120
 74
 
 
Purchase commitments(2)
 6,799
 4,444
 929
 621
 805
Transportation, natural gas storage and fractionation contracts 44
 24
 20
 
 
Operating lease obligations 1,162
 148
 246
 220
 548
Other(4)
 46
 8
 15
 15
 8
Total(5)
 $74,266
 $8,647
 $17,102
 $11,401
 $37,116
(1)
Interest payments on long-term debt are based on the principal amount of debt obligations as of December 31, 2016. With respect to variable rate debt, the interest payments were estimated using the interest rate as of December 31, 2016. 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, 2016 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)
The ETP Preferred Units were redeemed in January 2017.
(4)
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” our consolidated balance sheets were excluded from the table above as such amounts do not represent contractual obligations or, in some cases, the amount and/or timing of the cash payments is uncertain.
(5)
Excludes net non-current deferred tax liabilities of $5.11 billion due to uncertainty of the timing of future cash flows for such liabilities.
Cash Distributions
Cash Distributions Paid by the Parent Company
Under the Parent Company Partnership Agreement, the Parent Company will distribute all of its Available Cash, as defined, within 50 days following the end of each fiscal quarter. Available cash generally means, with respect to any quarter, all cash on hand at the end of such quarter less the amount of cash reserves that are necessary or appropriate in the reasonable discretion of the General Partner that is necessary or appropriate to provide for future cash requirements.

Distributions declared during the periods presented are as follows:
Quarter Ended            Record Date  Payment Date  Rate
December 31, 2013 February 7, 2014 February 19, 2014 $0.1731
March 31, 2014 May 5, 2014 May 19, 2014 0.1794
June 30, 2014 August 4, 2014 August 19, 2014 0.1900
September 30, 2014 November 3, 2014 November 19, 2014 0.2075
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
(1)
Certain common unitholders elected to participate in a plan pursuant to which those unitholders elected to forego their cash distributions on all or a portion of their common units for a period of up to nine quarters commencing with the distribution for the quarter ended March 31, 2016 and, in lieu of receiving cash distributions on these common units for each such quarter, each said unitholder received Convertible Units (on a one-for-one basis for each common unit as to which the participating unitholder elected be subject to this plan) that entitled them to receive a cash distribution of up to $0.11 per Convertible Unit. See Note 8, ETE Series A Preferred Units.
Our distributions declared with respect to our Convertible Unit during the year ended December 31, 2016 were as follows:
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
The total amounts of distributions declared during the periods presented (all from Available Cash from the Parent Company’s operating surplus and are shown in the period to which they relate) are as follows:
 Years Ended December 31,
 2016 2015 2014
Limited Partners$971
 $1,139
 $866
General Partner interest3
 2
 2
Class D units
 3
 2
Total Parent Company distributions$974
 $1,144
 $870
Cash Distributions Received by the Parent Company
The Parent Company’s cash available for distributions is primarily generated from its direct and indirect interests in ETP and Sunoco LP. Lake Charles LNG’s wholly-owned subsidiaries also contribute to the Parent Company’s cash available for distributions. At December 31, 2016, our interests in ETP and Sunoco LP consisted of 100% of the respective general partner interests and IDRs, as well as 2.6 million ETP common units, 81.0 million ETP Class H units, and 2.3 million Sunoco LP common units held by us or our wholly-owned subsidiaries.
We also own 0.1% of the general partner interests and IDRs of Sunoco Logistics, while ETP owns the remaining general partner interests and IDRs. Additionally, ETE owns 100 ETP Class I Units, the distributions from which offset a portion of IDR subsidies ETE has previously provided to ETP.

As the holder of ETP’s and Sunoco LP’s IDRs, the Parent Company is entitled to an increasing share of ETP’s total distributions above certain target levels. The following table summarizes the target levels (as a percentage of total distributions on common units, IDRs and the general partner interest). The percentage reflected in the table includes only the percentage related to the IDRs and excludes distributions to which the Parent Company would also be entitled through its direct or indirect ownership of ETP’s general partner interest, Class H units, Class I units and a portion of the outstanding ETP common units.
Percentage of Total Distributions to IDRsQuarterly Distribution Rate Target Amounts
ETP
Minimum quarterly distribution—%$0.25
First target distribution—%$0.25 to $0.275
Second target distribution13%$0.275 to $0.3175
Third target distribution23%$0.3175 to $0.4125
Fourth target distribution48%Above $0.4125
The total amount of distributions to the Parent Company from its limited partner interests, general partner interest and incentive distributions (shown in the period to which they relate) for the periods ended as noted below is as follows:
 Years Ended December 31,
 2016 2015 2014
Distributions from ETP:     
Limited Partners$28
 $54
 $119
Class H Units357
 263
 219
General Partner interest32
 31
 21
IDRs1,363
 1,261
 754
IDR relinquishments net of Class I Unit distributions(409) (111) (250)
Total distributions from ETP1,371
 1,498
 863
Distributions from Regency (1)

 
 135
Distributions from Sunoco LP (2)
     
Limited Partner interests7
 
 
IDRs81
 25
 
Total distributions received from subsidiaries$1,459
 $1,523
 $998
(1)
ETP’s acquisition of Regency closed on April 30, 2015; therefore, no distributions in relation to the quarter ended March 31, 2015 or subsequent quarters were paid by Regency. Instead, distributions from ETP include distributions on the limited partner interests received by ETE as consideration in ETP’s acquisition of Regency.
(2)
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.
In July 2016, ETE agreed to relinquish an aggregate amount of $720 million in incentive distributions commencing with the quarter ended June 30, 2016 and ending with the quarter ending December 31, 2017, including a relinquishment of $255 million for the year ended December 31, 2016. In connection with the PennTex acquisition in November 2016, discussed in Note 2, ETE has agreed to a perpetual waiver of incentive distributions in the amount of $33 million annually.
ETE has also previously agreed to relinquish additional incentive distributions. In the aggregate, including relinquishments agreed to in July and November 2016, ETE has agreed to relinquish its right to the following amounts of incentive distributions in future periods, including distributions on Class I Units:
  Total Year
2017 $626
2018 138
2019 128
Each year beyond 2019 33

Cash Distributions Paid by ETP
ETP expects to use substantially all of its cash provided by operating and financing activities from its operating companies to provide distributions to its Unitholders. Under ETP’s partnership agreement, ETP will distribute to its partners within 45 days after the end of each calendar quarter, an amount equal to all of its Available Cash (as defined in ETP’s partnership agreement) for such quarter. Available Cash generally means, with respect to any quarter of ETP, all cash on hand at the end of such quarter less the amount of cash reserves established by ETP’s General Partner in its reasonable discretion that is necessary or appropriate to provide for future cash requirements. ETP’s commitment to its Unitholders is to distribute the increase in its cash flow while maintaining prudent reserves for its operations.
Distributions declared by ETP during the periods presented are as follows:
  Record Date  Payment Date  Rate
December 31, 2013 February 7, 2014 February 14, 2014 $0.9200
March 31, 2014 May 5, 2014 May 15, 2014 0.9350
June 30, 2014 August 4, 2014 August 14, 2014 0.9550
September 30, 2014 November 3, 2014 November 14, 2014 0.9750
December 31, 2014 February 6, 2015 February 13, 2015 0.9950
March 31, 2015 May 8, 2015 May 15, 2015 1.0150
June 30, 2015 August 6, 2015 August 14, 2015 1.0350
September 30, 2015 November 5, 2015 November 16, 2015 1.0550
December 31, 2015 February 8, 2016 February 16, 2016 1.0550
March 31, 2016 May 6, 2016 May 16, 2016 1.0550
June 30, 2016 August 8, 2016 August 15, 2016 1.0550
September 30, 2016 November 7, 2016 November 14, 2016 1.0550
December 31, 2016 February 7, 2017 February 14, 2017 1.0550
The total amounts of distributions declared during the periods presented (all from Available Cash from ETP’s operating surplus and are shown in the period to which they relate) are as follows (in millions):
 Years Ended December 31,
 2016 2015 2014
Limited Partners:     
  Common Units$2,196
 $2,024
 $1,298
  Class H Units357
 263
 219
General Partner interest32
 31
 21
Incentive distributions (1)
1,363
 1,261
 754
IDR relinquishments net of Class I Unit distributions(409) (111) (250)
Total ETP distributions$3,539
 $3,468
 $2,042
(1)
The increases for the year ended December 31, 2015 include the impacts from Common Units issued in the Regency Merger, as well as increases in distributions per unit.


Cash Distributions Paid by Sunoco Logistics
Sunoco Logistics is required by its partnership agreement to distribute all cash on hand at the end of each quarter, less appropriate reserves determined by its general partner.
Distributions declared during the periods presented were as follows:
Quarter Ended Record Date Payment Date Rate
December 31, 2013 February 10, 2014 February 14, 2014 $0.3312
March 31, 2014 May 9, 2014 May 15, 2014 0.3475
June 30, 2014 August 8, 2014 August 14, 2014 0.3650
September 30, 2014 November 7, 2014 November 14, 2014 0.3825
December 31, 2014 February 9, 2015 February 13, 2015 0.4000
March 31, 2015 May 11, 2015 May 15, 2015 0.4190
June 30, 2015 August 10, 2015 August 14, 2015 0.4380
September 30, 2015 November 9, 2015 November 13, 2015 0.4580
December 31, 2015 February 8, 2016 February 12, 2016 0.4790
March 31, 2016 May 9, 2016 May 13, 2016 0.4890
June 30, 2016 August 8, 2016 August 12, 2016 0.5000
September 30, 2016 November 9, 2016 November 14, 2016 0.5100
December 31, 2016 February 7, 2017 February 14, 2017 0.5200
In connection with the acquisition from Vitol, Sunoco Logistics’ general partner executed an amendment to its partnership agreement in September 2016 which provides for a reduction to the incentive distributions paid by Sunoco Logistics. The reductions will total $60 million over a two-year period, recognized ratably over eight quarters, beginning with the third quarter 2016 cash distribution. The incentive distribution reduction will reduce the incentive distributions that ETP receives from Sunoco Logistics, as well as the amount of distributions that ETP pays on its Class H units.
The total amounts of Sunoco Logistics distributions declared during the periods presented were as follows (all from Available Cash from Sunoco Logistics’ operating surplus and are shown in the period with respect to which they relate):
 Years Ended December 31,
 2016 2015 2014
Limited Partners     
Common units held by public$485
 $344
 $225
Common units held by ETP135
 120
 100
General Partner interest held by ETP15
 12
 10
Incentive distributions held by ETP397
 281
 175
IDR reduction(15) 
 
Total distributions declared$1,017
 $757
 $510
PennTex Quarterly Distributions of Available Cash
PennTex is required by its partnership agreement to distribute a minimum quarterly distribution of $0.2750 per unit at the end of each quarter. Distributions declared during the periods presented were as follows:
Quarter Ended Record Date Payment Date Rate
September 30, 2016 November 7, 2016 November 14, 2016 $0.2950
December 31, 2016 February 7, 2017 February 14, 2017 0.2950

Cash Distributions Paid by Sunoco LP
Sunoco LP is required by its partnership agreement to distribute all cash on hand at the end of each quarter, less appropriate reserves determined by its general partner.
Distributions declared by Sunoco LP during the periods presented were as follows:
Quarter Ended Record Date Payment Date Rate
September 30, 2014 November 18, 2014 November 28, 2014 $0.5457
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
The total amounts of Sunoco LP distributions declared during the periods presented were as follows (all from Available Cash from Sunoco LP’s operating surplus and are shown in the period with respect to which they relate):
 Years Ended December 31,
 2016 2015 2014
Limited Partners:     
Common units held by public$166
 $90
 $22
Common and subordinated units held by ETP(1)
143
 89
 17
Common and subordinated units held by ETE8
 
 
General Partner interest and Incentive distributions(2)
81
 30
 1
Total distributions declared$398
 $209
 $40
(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.
New Accounting Standards
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-09, Revenuefrom Contracts with Customers (Topic 606) (“ASU 2014-09”), which clarifies the principles for recognizing revenue based on the core principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
In August 2015, the FASB deferred the effective date of ASU 2014-09, which is now effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catchup transition method). The Partnership expects to adopt ASU 2014-09 in the first quarter of 2018 and will apply the cumulative catchup transition method.
We are in the process of evaluating our revenue contracts by segment and fee type to determine the potential impact of adopting the new standards. At this point in our evaluation process, we have determined that the timing and/or amount of revenue that we recognize on certain contracts may be impacted by the adoption of the new standard; however, we are still in the process of quantifying these impacts and cannot say whether or not they would be material to our financial statements. In addition, we are in the process of implementing appropriate changes to our business processes, systems and controls to support recognition and

disclosure under the new standard. We continue to monitor additional authoritative or interpretive guidance related to the new standard as it becomes available, as well as comparing our conclusions on specific interpretative issues to other peers in our industry, to the extent that such information is available to us.
In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), which establishes the principles that lessees and lessors shall apply to report useful information to users of financial statements about the amount, timing, and uncertainty of cash flows arising from a lease. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The Partnership is currently evaluating the impact that adopting this new standard will have on the consolidated financial statements and related disclosures.
In October 2016, the FASB issued Accounting Standards Update No. 2016-16, Income Taxes (Topic 740): Intra-entity Transfers of Assets Other Than Inventory (“ASU 2016-16”), which requires that entities recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The amendments in this update do not change GAAP for the pre-tax effects of an intra-entity asset transfer under Topic 810, Consolidation, or for an intra-entity transfer of inventory. ASU 2016-16 is effective for fiscal years beginning after December 15, 2017, and interim periods within those annual periods. Early adoption is permitted. The Partnership is currently evaluating the impact that adoption of this standard will have on the consolidated financial statements and related disclosures.
On January 1, 2017, the Partnership adopted Accounting Standards Update No. 2016-09, Stock Compensation (Topic 718) (“ASU 2016-09”). The objective of the update is to reduce complexity in accounting standards. The areas for simplification in this update involve several aspects of the accounting for employee share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The adoption of this standard did not have a material impact on the Partnership’s consolidated financial statements and related disclosures.
On January 1, 2017, the Partnership adopted Accounting Standards Update No. 2016-17, Consolidation (Topic 810): Interests Held Through Related Parties That Are Under Common Control (“ASU 2016-17”), which amends the consolidation guidance on how a reporting entity that is the single decision maker of a variable interest entity (VIE) should treat indirect interests in the entity held through related parties that are under common control with the reporting entity when determining whether it is the primary beneficiary of that VIE. Under the amendments, a single decision maker is required to include indirect interests on a proportionate basis consistent with indirect interests held through other related parties. The adoption of this standard did not have an impact on the Partnership’s consolidated financial statements and related disclosures.
In January 2017, the FASB issued ASU No. 2017-04 “Intangibles-Goodwill and other (Topic 350): Simplifying the test for goodwill impairment”. The amendments in this update remove the second step of the two-step test currently required by Topic 350. An entity will apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit's carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The new guidance does not amend the optional qualitative assessment of goodwill impairment. This ASU is effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. We expect that our adoption of this standard will change our approach for testing goodwill for impairment; however, this standard requires prospective application and therefore will only impact periods subsequent to adoption.
Estimates and Critical Accounting Policies
The selection and application of accounting policies is an important process that has developed as our business activities have evolved and as the accounting rules have developed. Accounting rules generally do not involve a selection among alternatives, but involve an implementation and interpretation of existing rules, and the use of judgment applied to the specific set of circumstances existing in our business. We make every effort to properly comply with all applicable rules, and we believe the proper implementation and consistent application of the accounting rules are critical. Our critical accounting policies are discussed below. For further details on our accounting policies, see Note 2 to our consolidated financial statements.
Use of Estimates.  The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the accrual for and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The natural gas industry conducts its business by processing actual transactions at the end of the month following the month of delivery. Consequently, the most current month’s financial results for the midstream, NGL and intrastate transportation and storage operations are estimated using volume estimates and market prices. Any differences between estimated results and actual results are recognized in the following month’s financial statements. Management believes that the operating results estimated for the year ended December 31, 2016 represent the actual results in all material respects.
Some of the other significant estimates made by management include, but are not limited to, the timing of certain forecasted transactions that are hedged, the fair value of derivative instruments, useful lives for depreciation, depletion and amortization,

purchase accounting allocations and subsequent realizability of intangible assets, fair value measurements used in the goodwill impairment test, market value of inventory, assets and liabilities resulting from the regulated ratemaking process, contingency reserves and environmental reserves. Actual results could differ from those estimates.
Revenue Recognition.  Revenues for sales of natural gas and NGLs are recognized at the later of the time of delivery of the product to the customer or the time of sale. Revenues from service labor, transportation, treating, compression and gas processing, are recognized upon completion of the service. Transportation capacity payments are recognized when earned in the period the capacity is made available.
The results of ETP’s intrastate transportation and storage and interstate transportation operations are determined primarily by the amount of capacity ETP’s customers reserve as well as the actual volume of natural gas that flows through the transportation pipelines. Under transportation contracts, ETP customers are charged (i) a demand fee, which is a fixed fee for the reservation of an agreed amount of capacity on the transportation pipeline for a specified period of time and which obligates the customer to pay even if the customer does not transport natural gas on the respective pipeline, (ii) a transportation fee, which is based on the actual throughput of natural gas by the customer, (iii) fuel retention based on a percentage of gas transported on the pipeline, or (iv) a combination of the three, generally payable monthly. Excess fuel retained after consumption is typically valued at market prices.
ETP’s intrastate transportation and storage operations also generate revenues and margin from the sale of natural gas to electric utilities, independent power plants, local distribution companies, industrial end-users and other marketing companies on the HPL System. Generally, ETP purchases natural gas from the market, including purchases from the midstream marketing operations, and from producers at the wellhead.
In addition, ETP’s intrastate transportation and storage operations generate revenues and margin from fees charged for storing customers’ working natural gas in our storage facilities. ETP also engages in natural gas storage transactions in which ETP seeks to find and profit from pricing differences that occur over time utilizing the Bammel storage reservoir. ETP purchases physical natural gas and then sells financial contracts at a price sufficient to cover ETP’s carrying costs and provide for a gross profit margin. ETP expects margins from natural gas storage transactions to be higher during the periods from November to March of each year and lower during the period from April through October of each year due to the increased demand for natural gas during colder weather. However, ETP cannot assure that management’s expectations will be fully realized in the future and in what time period, due to various factors including weather, availability of natural gas in regions in which we operate, competitive factors in the energy industry, and other issues.
Results from ETP’s midstream operations are determined primarily by the volumes of natural gas gathered, compressed, treated, processed, purchased and sold through ETP’s pipeline and gathering systems and the level of natural gas and NGL prices. ETP generates midstream revenues and gross margins principally under fee-based or other arrangements in which ETP receives a fee for natural gas gathering, compressing, treating or processing services. The revenue earned from these arrangements is directly related to the volume of natural gas that flows through ETP’s systems and is not directly dependent on commodity prices.
ETP also utilizes other types of arrangements in ETP’s midstream operations, including (i) discount-to-index price arrangements, which involve purchases of natural gas at either (1) a percentage discount to a specified index price, (2) a specified index price less a fixed amount or (3) a percentage discount to a specified index price less an additional fixed amount, (ii) percentage-of-proceeds arrangements under which we gather and process natural gas on behalf of producers, sell the resulting residue gas and NGL volumes at market prices and remit to producers an agreed upon percentage of the proceeds based on an index price, and (iii) keep-whole arrangements where ETP gathers natural gas from the producer, processes the natural gas and sells the resulting NGLs to third parties at market prices. In many cases, ETP provides services under contracts that contain a combination of more than one of the arrangements described above. The terms of ETP’s contracts vary based on gas quality conditions, the competitive environment at the time the contracts are signed and customer requirements. ETP’s contract mix may change as a result of changes in producer preferences, expansion in regions where some types of contracts are more common and other market factors.
ETP conducts marketing activities in which ETP markets the natural gas that flows through ETP’s assets, referred to as on-system gas. ETP also attracts other customers by marketing volumes of natural gas that do not move through ETP’s 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 supply points 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.
ETP has a risk management policy that provides for oversight over ETP’s marketing activities. These activities are monitored independently by ETP’s risk management function and must take place within predefined limits and authorizations. As a result of ETP’s use of derivative financial instruments that may not qualify for hedge accounting, the degree of earnings volatility that can occur may be significant, favorably or unfavorably, from period to period. ETP attempts to manage this volatility through the use of daily position and profit and loss reports provided to senior management and predefined limits and authorizations set forth in ETP’s risk management policy.

ETP injects and holds natural gas in our Bammel storage facility to take advantage of contango markets, when the price of natural gas is higher in the future than the current spot price. ETP uses financial derivatives to hedge the natural gas held in connection with these arbitrage opportunities. At the inception of the hedge, ETP locks in a margin by purchasing gas in the spot market or off peak season and entering a financial contract to lock in the sale price. If ETP designates the related financial contract as a fair value hedge for accounting purposes, ETP values the hedged natural gas inventory at current spot market prices along with the financial derivative ETP uses to hedge it. Changes in the spread between the forward natural gas prices designated as fair value hedges and the physical inventory spot prices result in unrealized gains or losses until the underlying physical gas is withdrawn and the related designated derivatives are settled. Once the gas is withdrawn and the designated derivatives are settled, the previously unrealized gains or losses associated with these positions are realized. Unrealized margins represent the unrealized gains or losses from our derivative instruments using mark-to-market accounting, with changes in the fair value of our derivatives being recorded directly in earnings. These margins fluctuate based upon changes in the spreads between the physical spot prices and forward natural gas prices. If the spread narrows between the physical and financial prices, ETP will record unrealized gains or lower unrealized losses. If the spread widens, ETP will record unrealized losses or lower unrealized gains. Typically, as ETP enters the winter months, the spread converges so that ETP recognizes in earnings the original locked in spread, either through mark-to-market or the physical withdrawal of natural gas.
ETP’s NGL storage and pipeline transportation revenues are recognized when services are performed or products are delivered, respectively. Fractionation and processing revenues are recognized when product is either loaded into a truck or injected into a third-party pipeline, which is when title and risk of loss pass to the customer.
In ETP’s natural gas compression business, revenue is recognized for compressor packages and technical service jobs using the completed contract method which recognizes revenue upon completion of the job. Costs incurred on a job are deducted at the time revenue is recognized.
Terminalling and storage revenues are recognized at the time the services are provided. Pipeline revenues are recognized upon delivery of the barrels to the location designated by the shipper. Crude oil acquisition and marketing revenues, as well as refined product marketing revenues, are recognized when title to the product is transferred to the customer. Revenues are not recognized for crude oil exchange transactions, which are entered into primarily to acquire crude oil of a desired quality or to reduce transportation costs by taking delivery closer to end markets. Any net differential for exchange transactions is recorded as an adjustment of inventory costs in the purchases component of cost of products sold and operating expenses in the statements of operations.
Retail marketing operations sell gasoline and diesel in addition to a broad mix of merchandise such as groceries, fast foods and beverages at its convenience stores. A portion of our gasoline and diesel sales are to wholesale customers on a consignment basis, in which we retain title to inventory, control access to and sale of fuel inventory, and recognize revenue at the time the fuel is sold to the ultimate customer. We typically own the fuel dispensing equipment and underground storage tanks at consignment sites, and in some cases we own the entire site and have entered into an operating lease whit the wholesale customer operating the site. In addition, our retail outlets derive other income from lottery ticket sales, money orders, prepaid phone cards and wireless services, ATM transactions, car washes, movie rental and other ancillary product and service offerings. Some of Sunoco, Inc.’s retail outlets provide a variety of car care services. Revenues related to the sale of products are recognized when title passes, while service revenues are recorded on a net commission basis and are recognized when services are provided. Title passage generally occurs when products are shipped or delivered in accordance with the terms of the respective sales agreements. In addition, revenues are not recognized until sales prices are fixed or determinable and collectability is reasonably assured.
Regulatory Assets and Liabilities.  Certain of our subsidiaries are subject to regulation by certain state and federal authorities and have accounting policies that conform to FASB Accounting Standards Codification (“ASC”) Topic 980, Regulated Operations, which is in accordance with the accounting requirements and ratemaking practices of the regulatory authorities. The application of these accounting policies allows certain of our regulated entities to defer expenses and revenues on the balance sheet as regulatory assets and liabilities when it is probable that those expenses and revenues will be allowed in the ratemaking process in a period different from the period in which they would have been reflected in the consolidated statement of operations by an unregulated company. These deferred assets and liabilities will be reported in results of operations in the period in which the same amounts are included in rates and recovered from or refunded to customers. Management’s assessment of the probability of recovery or pass through of regulatory assets and liabilities will require judgment and interpretation of laws and regulatory commission orders. If, for any reason, we cease to meet the criteria for application of regulatory accounting treatment for all or part of our operations, the regulatory assets and liabilities related to those portions ceasing to meet such criteria would be eliminated from the consolidated balance sheet for the period in which the discontinuance of regulatory accounting treatment occurs.
Accounting for Derivative Instruments and Hedging Activities.  ETP utilizes various exchange-traded and over-the-counter commodity financial instrument contracts to limit their exposure to margin fluctuations in natural gas, NGL and refined products.

These contracts consist primarily of commodity futures and swaps. In addition, prior to ETP’s contribution of its retail propane activities to AmeriGas, ETP used derivatives to limit its exposure to propane market prices.
If ETP designates a derivative financial instrument as a cash flow hedge and it qualifies for hedge accounting, the change in the fair value is deferred in AOCI until the underlying hedged transaction occurs. Any ineffective portion of a cash flow hedge’s change in fair value is recognized each period in earnings. Gains and losses deferred in AOCI related to cash flow hedges remain in AOCI until the underlying physical transaction occurs, unless it is probable that the forecasted transaction will not occur by the end of the originally specified time period or within an additional two-month period of time thereafter. For financial derivative instruments that do not qualify for hedge accounting, the change in fair value is recorded in cost of products sold in the consolidated statements of operations.
If ETP designates a hedging relationship as a fair value hedge, they record the changes in fair value of the hedged asset or liability in cost of products sold in the consolidated statement of operations. This amount is offset by the changes in fair value of the related hedging instrument. Any ineffective portion or amount excluded from the assessment of hedge ineffectiveness is also included in the cost of products sold in the consolidated statement of operations.
ETP utilizes published settlement prices for exchange-traded contracts, quotes provided by brokers, and estimates of market prices based on daily contract activity to estimate the fair value of these contracts. Changes in the methods used to determine the fair value of these contracts could have a material effect on our results of operations. We do not anticipate future changes in the methods used to determine the fair value of these derivative contracts. See “Item 7A. Quantitative and Qualitative Disclosures about Market Risk,” for further discussion regarding our derivative activities.
Fair Value of Financial Instruments.  We have commodity derivatives, interest rate derivatives and embedded derivatives in the ETP Preferred Units that are accounted for as assets and liabilities at fair value in our consolidated balance sheets. We determine the fair value of our assets and liabilities subject to fair value measurement by using the highest possible “level” of inputs. Level 1 inputs are observable quotes in an active market for identical assets and liabilities. We consider the valuation of marketable securities and commodity derivatives transacted through a clearing broker with a published price from the appropriate exchange as a Level 1 valuation. Level 2 inputs are inputs observable for similar assets and liabilities. We consider OTC commodity derivatives entered into directly with third parties as a Level 2 valuation since the values of these derivatives are quoted on an exchange for similar transactions. Additionally, we consider our options transacted through our clearing broker as having Level 2 inputs due to the level of activity of these contracts on the exchange in which they trade. We consider the valuation of our interest rate derivatives as Level 2 as the primary input, the LIBOR curve, is based on quotes from an active exchange of Eurodollar futures for the same period as the future interest swap settlements. Level 3 inputs are unobservable. Derivatives related to the embedded derivatives in our preferred units are valued using a binomial lattice model. The market inputs utilized in the model include credit spread, probabilities of the occurrence of certain events, common unit price, dividend yield, and expected value, and are considered level 3. See further information on our fair value assets and liabilities in Note 2 of our consolidated financial statements.
Impairment of Long-Lived Assets and Goodwill.  Long-lived assets are required to be tested for recoverability whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Goodwill and intangibles with indefinite lives must be tested for impairment annually or more frequently if events or changes in circumstances indicate that the related asset might be impaired. An impairment loss should be recognized only if the carrying amount of the asset/goodwill is not recoverable and exceeds its fair value.
In order to test for recoverability when performing a quantitative impairment test, we must make estimates of projected cash flows related to the asset, which include, but are not limited to, assumptions about the use or disposition of the asset, estimated remaining life of the asset, and future expenditures necessary to maintain the asset’s existing service potential. In order to determine fair value, we make certain estimates and assumptions, including, among other things, changes in general economic conditions in regions in which our markets are located, the availability and prices of natural gas, our ability to negotiate favorable sales agreements, the risks that natural gas exploration and production activities will not occur or be successful, our dependence on certain significant customers and producers of natural gas, and competition from other companies, including major energy producers. While we believe we have made reasonable assumptions to calculate the fair value, if future results are not consistent with our estimates, we could be exposed to future impairment losses that could be material to our results of operations.
Property, Plant and Equipment.  Expenditures for maintenance and repairs that do not add capacity or extend the useful life are expensed as incurred. Expenditures to refurbish assets that either extend the useful lives of the asset or prevent environmental contamination are capitalized and depreciated over the remaining useful life of the asset. Additionally, ETP capitalizes certain costs directly related to the construction of assets including internal labor costs, interest and engineering costs. Upon disposition or retirement of pipeline components or natural gas plant components, any gain or loss is recorded to accumulated depreciation. When entire pipeline systems, gas plants or other property and equipment are retired or sold, any gain or loss is included in the

consolidated statement of operations. Depreciation of property, plant and equipment is provided using the straight-line method based on their estimated useful lives ranging from 1 to 99 years. Changes in the estimated useful lives of the assets could have a material effect on our results of operation. We do not anticipate future changes in the estimated useful lives of our property, plant and equipment.
Asset Retirement Obligations.   We have determined that we are obligated by contractual or regulatory requirements to remove facilities or perform other remediation upon retirement of certain assets. The fair value of any ARO is determined based on estimates and assumptions related to retirement costs, which the Partnership bases on historical retirement costs, future inflation rates and credit-adjusted risk-free interest rates. These fair value assessments are considered to be Level 3 measurements, as they are based on both observable and unobservable inputs. Changes in the liability are recorded for the passage of time (accretion) or for revisions to cash flows originally estimated to settle the ARO.
An ARO is required to be recorded when a legal obligation to retire an asset exists and such obligation can be reasonably estimated. We will record an asset retirement obligation in the periods in which management can reasonably estimate the settlement dates.
Except for certain amounts recorded by Panhandle and Sunoco Logistics discussed below, management was not able to reasonably measure the fair value of asset retirement obligations as of December 31, 2016 and 2015, in most cases because the settlement dates were indeterminable. Although a number of other onshore assets in Panhandle’s system are subject to agreements or regulations that give rise to an ARO upon Panhandle’s discontinued use of these assets, AROs were not recorded because these assets have an indeterminate removal or abandonment date given the expected continued use of the assets with proper maintenance or replacement. Sunoco, Inc. has legal asset retirement obligations for several other assets at its previously owned refineries, pipelines and terminals, for which it is not possible to estimate when the obligations will be settled. Consequently, the retirement obligations for these assets cannot be measured at this time. At the end of the useful life of these underlying assets, Sunoco, Inc. is legally or contractually required to abandon in place or remove the asset. Sunoco Logistics believes it may have additional asset retirement obligations related to its pipeline assets and storage tanks, for which it is not possible to estimate whether or when the retirement obligations will be settled. Consequently, these retirement obligations cannot be measured at this time.
Individual component assets have been and will continue to be replaced, but the pipeline and the natural gas gathering and processing systems will continue in operation as long as supply and demand for natural gas exists. Based on the widespread use of natural gas in industrial and power generation activities, management expects supply and demand to exist for the foreseeable future.  We have in place a rigorous repair and maintenance program that keeps the pipelines and the natural gas gathering and processing systems in good working order. Therefore, although some of the individual assets may be replaced, the pipelines and the natural gas gathering and processing systems themselves will remain intact indefinitely.
Long-lived assets related to AROs aggregated $14 million and $18 million, and were reflected as property, plant and equipment on our balance sheet as of December 31, 2016 and 2015, respectively. In addition, the Partnership had $13 million and $6 million legally restricted funds for the purpose of settling AROs that was reflected as other non-current assets as of December 31, 2016 and 2015, respectively.
Pensions and Other Postretirement Benefit Plans. We are required to measure plan assets and benefit obligations as of its fiscal year-end balance sheet date. We recognize the changes in the funded status of our defined benefit postretirement plans through AOCI or are reflected as a regulatory asset or regulatory liability for regulated subsidiaries.
The calculation of the net periodic benefit cost and benefit obligation requires the use of a number of assumptions. Changes in these assumptions can have a significant effect on the amounts reported in the financial statements. The Partnership believes that the two most critical assumptions are the assumed discount rate and the expected rate of return on plan assets.
The discount rate is established by using a hypothetical portfolio of high-quality debt instruments that would provide the necessary cash flows to pay the benefits when due. Net periodic benefit cost and benefit obligation increases and equity correspondingly decreases as the discount rate is reduced.
The expected rate of return on plan assets is based on long-term expectations given current investment objectives and historical results. Net periodic benefit cost increases as the expected rate of return on plan assets is correspondingly reduced.
Legal Matters.We are subject to litigation and regulatory proceedings as a result of our business operations and transactions. We utilize both internal and external counsel in evaluating our potential exposure to adverse outcomes from claims, orders, judgments or settlements. To the extent that actual outcomes differ from our estimates, or additional facts and circumstances cause us to revise our estimates, our earnings will be affected. We expense legal costs as incurred, and all recorded legal liabilities are revised as required as better information becomes available to us. The factors we consider when recording an accrual for contingencies include, among others: (i) the opinions and views of our legal counsel; (ii) our previous experience; and (iii) the decision of our management as to how we intend to respond to the complaints.

For more information on our litigation and contingencies, see Note 11 to our consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data” in this report.
Environmental Remediation Activities. The Partnership’s accrual for environmental remediation activities reflects anticipated work at identified sites where an assessment has indicated that cleanup costs are probable and reasonably estimable. The accrual for known claims is undiscounted and is based on currently available information, estimated timing of remedial actions and related inflation assumptions, existing technology and presently enacted laws and regulations. It is often extremely difficult to develop reasonable estimates of future site remediation costs due to changing regulations, changing technologies and their associated costs, and changes in the economic environment. Engineering studies, historical experience and other factors are used to identify and evaluate remediation alternatives and their related costs in determining the estimated accruals for environmental remediation activities.
Losses attributable to unasserted claims are generally reflected in the accruals on an undiscounted basis, to the extent they are probable of occurrence and reasonably estimable. ETP has established a wholly-owned captive insurance company to bear certain risks associated with environmental obligations related to certain sites that are no longer operating. The premiums paid to the captive insurance company include estimates for environmental claims that have been incurred but not reported, based on an actuarially determined fully developed claims expense estimate. In such cases, ETP accrues losses attributable to unasserted claims based on the discounted estimates that are used to develop the premiums paid to the captive insurance company.
In general, each remediation site/issue is evaluated individually based upon information available for the site/issue and no pooling or statistical analysis is used to evaluate an aggregate risk for a group of similar items (e.g., service station sites) in determining the amount of probable loss accrual to be recorded. ETP’s estimates of environmental remediation costs also frequently involve evaluation of a range of estimates. In many cases, it is difficult to determine that one point in the range of loss estimates is more likely than any other. In these situations, existing accounting guidance requires that the minimum of the range be accrued. Accordingly, the low end of the range often represents the amount of loss which has been recorded.
In addition to the probable and estimable losses which have been recorded, management believes it is reasonably possible (i.e., less than probable but greater than remote) that additional environmental remediation losses will be incurred. At December 31, 2016, the aggregate of the estimated maximum additional reasonably possible losses, which relate to numerous individual sites, totaled approximately $5 million. This estimate of reasonably possible losses comprises estimates for remediation activities at current logistics and retail assets and, in many cases, reflects the upper end of the loss ranges which are described above. Such estimates include potentially higher contractor costs for expected remediation activities, the potential need to use more costly or comprehensive remediation methods and longer operating and monitoring periods, among other things.
Total future costs for environmental remediation activities will depend upon, among other things, the identification of any additional sites, the determination of the extent of the contamination at each site, the timing and nature of required remedial actions, the nature of operations at each site, the technology available and needed to meet the various existing legal requirements, the nature and terms of cost-sharing arrangements with other potentially responsible parties, the availability of insurance coverage, the nature and extent of future environmental laws and regulations, inflation rates, terms of consent agreements or remediation permits with regulatory agencies and the determination of the Partnership’s liability at the sites, if any, in light of the number, participation level and financial viability of the other parties. The recognition of additional losses, if and when they were to occur, would likely extend over many years. Management believes that the Partnership’s exposure to adverse developments with respect to any individual site is not expected to be material. However, if changes in environmental laws or regulations occur or the assumptions used to estimate losses at multiple sites are adjusted, such changes could impact multiple facilities, formerly owned facilities and third-party sites at the same time. As a result, from time to time, significant charges against income for environmental remediation may occur; however, management does not believe that any such charges would have a material adverse impact on the Partnership’s consolidated financial position.
Deferred Income Taxes. ETE recognizes benefits in earnings and related deferred tax assets for net operating loss carryforwards (“NOLs”) and tax credit carryforwards. If necessary, a charge to earnings and a related valuation allowance are recorded to reduce deferred tax assets to an amount that is more likely than not to be realized by the Partnership in the future. Deferred income tax assets attributable to state and federal NOLs and federal tax alternative minimum tax credit carryforwards totaling $472 million have been included in ETE’s consolidated balance sheet as of December 31, 2016. All of the deferred income tax assets attributable to state and federal NOL benefits expire before 2036 as more fully described below. The state NOL carryforward benefits of $127 million (net of federal benefit) begin to expire in 2017 with a substantial portion expiring between 2029 and 2036. The federal NOLs of $835 million ($292 million in benefits) will expire in 2032 and 2035. Federal tax alternative minimum tax credit carryforwards of $52 million remained at December 31, 2016. We have determined that a valuation allowance totaling $118 million (net of federal income tax effects) is required for the state NOLs at December 31, 2016 primarily due to significant restrictions on their use in the Commonwealth of Pennsylvania. In making the assessment of the future realization of the deferred tax assets, we rely on future reversals of existing taxable temporary differences, tax planning strategies and forecasted taxable

income based on historical and projected future operating results. The potential need for valuation allowances is regularly reviewed by management. If it is more likely than not that the recorded asset will not be realized, additional valuation allowances which increase income tax expense may be recognized in the period such determination is made. Likewise, if it is more likely than not that additional deferred tax assets will be realized, an adjustment to the deferred tax asset will increase income in the period such determination is made.
Forward-Looking Statements
This annual report contains various forward-looking statements and information that are based on our beliefs and those of our General Partner, as well as assumptions made by and information currently available to us. These forward-looking statements are identified as any statement that does not relate strictly to historical or current facts. When used in this annual report, words such as “anticipate,” “project,” “expect,” “plan,” “goal,” “forecast,” “estimate,” “intend,” “could,” “believe,” “may,” “will” and similar expressions and statements regarding our plans and objectives for future operations, are intended to identify forward-looking statements. Although we and our General Partner believe that the expectations on which such forward-looking statements are

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reasonable, neither we nor our General Partner can give assurances that such expectations will prove to be correct. Forward-looking statements are subject to a variety of risks, uncertainties and assumptions. If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, our actual results may vary materially from those anticipated, estimated, projected or expected. Among the key risk factors that may have a direct bearing on our results of operations and financial condition are:
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 our significant level of stand-alone and consolidated debt and the incurrence or assumption of additional debt in connection with our proposed acquisition of WMB;
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;

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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.
You should not put undue reliance on any forward-looking statements. When considering forward-looking statements, please review the risks described under “Item 1A. Risk Factors” in this annual report. Any forward-looking statement made by us in this Annual Report on Form 10-K is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
Inflation
Interest rates on existing and future credit facilities and future debt offerings could be significantly higher than current levels, causing our financing costs to increase accordingly. Although increased financing costs could limit our ability to raise funds in the capital markets, we expect to remain competitive with respect to acquisitions and capital projects since our competitors would face similar circumstances.
Inflation in the United States has been relatively low in recent years and has not had a material effect on our results of operations. It may in the future, however, increase the cost to acquire or replace property, plant and equipment and may increase the costs of labor and supplies. Our operating revenues and costs are influenced to a greater extent by commodity price changes. To the extent permitted by competition, regulation and our existing agreements, we have and will continue to pass along a portion of increased costs to our customers in the form of higher fees.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
(Tabular dollar amounts are in millions)
Market risk includes the risk of loss arising from adverse changes in market rates and prices. We face market risk from commodity variations, risk and interest rate variations, and to a lesser extent, credit risks. From time to time, we may utilize derivative financial instruments as described below to manage our exposure to such risks.
Commodity Price Risk
We are exposed to market risks related to the volatility of commodity prices. To manage the impact of volatility from these prices, we utilize various exchange-traded and OTC commodity financial instrument contracts. These contracts consist primarily of futures, swaps and options and are recorded at fair value in our consolidated balance sheets.
We use futures and basis swaps, designated as fair value hedges, to hedge our natural gas inventory stored in our Bammel storage facility. At hedge inception, we lock in a margin by purchasing gas in the spot market or off peak season and entering into a

financial contract. Changes in the spreads between the forward natural gas prices and the physical inventory spot price result in unrealized gains or losses until the underlying physical gas is withdrawn and the related designated derivatives are settled. Once the gas is withdrawn and the designated derivatives are settled, the previously unrealized gains or losses associated with these positions are realized.
We use futures, swaps and options to hedge the sales price of natural gas we retain for fees in our intrastate transportation and storage operations and operational gas sales on our interstate transportation and storage operations. These contracts are not designated as hedges for accounting purposes.
We use NGL and crude derivative swap contracts to hedge forecasted sales of NGL and condensate equity volumes we retain for fees in our midstream operations whereby our subsidiaries generally gather and process natural gas on behalf of producers, sell the resulting residue gas and NGL volumes at market prices and remit to producers an agreed upon percentage of the proceeds based on an index price for the residue gas and NGL. These contracts are not designated as hedges for accounting purposes.
We use derivatives in our liquids transportation and operations to manage our storage facilities and the purchase and sale of purity NGL. These contracts are not designated as hedges for accounting purposes.
Sunoco Logistics utilizes swaps, futures and other derivative instruments to mitigate the risk associated with market movements in the price of refined products and NGLs. These contracts are not designated as hedges for accounting purposes.
We use financial commodity derivatives to take advantage of market opportunities in our trading activities which complement our transportation and storage operations and are netted in cost of products sold in our consolidated statements of operations. We also have trading and marketing activities related to power and natural gas in our all other operations which are also netted in cost of products sold. As a result of our trading activities and the use of derivative financial instruments in our transportation and storage operations, the degree of earnings volatility that can occur may be significant, favorably or unfavorably, from period to period. We attempt to manage this volatility through the use of daily position and profit and loss reports provided to our risk oversight committee, which includes members of senior management, and the limits and authorizations set forth in our commodity risk management policy.
The tables below summarize commodity-related financial derivative instruments, fair values and the effect of an assumed hypothetical 10% change in the underlying price of the commodity as of December 31, 20132016 and 20122015 for ETP and Regency,Sunoco LP, including derivatives related to their respective subsidiaries.

 December 31, 2016 December 31, 2015
 Notional Volume Fair Value Asset (Liability) Effect of Hypothetical 10% Change Notional Volume Fair Value Asset (Liability) Effect of Hypothetical 10% Change
Mark-to-Market Derivatives           
(Trading)           
Natural Gas (MMBtu):           
Fixed Swaps/Futures(682,500) $
 $
 (602,500) $(1) $
Basis Swaps IFERC/NYMEX(1)
2,242,500
 (1) 
 (31,240,000) (1) 
Power (Megawatt):           
Forwards391,880
 (1) 1
 357,092
 
 2
Futures109,564
 
 
 (109,791) 2
 
Options — Puts(50,400) 
 
 260,534
 
 
Options — Calls186,400
 1
 
 1,300,647
 
 3
Crude (Bbls) — Futures(617,000) (4) 6
 (591,000) 4
 3
(Non-Trading)           
Natural Gas (MMBtu):           
Basis Swaps IFERC/NYMEX10,750,000
 2
 
 (6,522,500) 
 
Swing Swaps IFERC(5,662,500) (1) 1
 71,340,000
 (1) 
Fixed Swaps/Futures(52,652,500) (27) 19
 (14,380,000) (1) 5
Forward Physical Contracts(22,492,489) 1
 
 21,922,484
 4
 5
Natural Gas Liquid (Bbls) — Forwards/Swaps      (8,146,800) 10
 13
Forwards/swaps(5,786,627) (40) 35
      
Refined Products (Bbls) — Futures(3,144,000) (21) 18
 (1,289,000) 8
 11
Corn (Bushels) – Futures1,580,000
 
 1
 1,185,000
 
 1
Fair Value Hedging Derivatives           
(Non-Trading)           
Natural Gas (MMBtu):           
Basis Swaps IFERC/NYMEX(36,370,000) 2
 1
 (37,555,000) 
 
Fixed Swaps/Futures(36,370,000) (26) 14
 (37,555,000) 73
 9
(1) Includes aggregate amounts for open positions related to Houston Ship Channel, Waha Hub, NGPL TexOk, West Louisiana Zone and Henry Hub locations.
The fair values of the commodity-related financial positions have been determined using independent third partythird-party prices, readily available market information and appropriate valuation techniques. Non-trading positions offset physical exposures to the cash market; none of these offsetting physical exposures are included in the abovebelow tables. Price-risk sensitivities were calculated by assuming a theoretical 10% change (increase or decrease) in price regardless of term or historical relationships between the contractual price of the instruments and the underlying commodity price. Results are presented in absolute terms and represent a potential gain or loss in net income or in other comprehensive income. In the event of an actual 10% change in prompt month natural gas prices, the fair value of our total derivative portfolios may not change by 10% due to factors such as when the financial instrument settles and the location to which the financial instrument is tied (i.e., basis swaps) and the relationship between prompt month and forward months.
Our consolidated balance sheets also reflect assets and liabilities related to commodity derivatives that have previously been de-designated as cash flow hedges or for which offsetting positions have been entered. Those amounts are not subject to change based on changes in prices.

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Investment in ETP
For certain of ETP’s activities, it is exposed to market risks related to the volatility of commodity prices. To manage the impact of volatility from these prices, ETP utilizes various exchange-traded and over-the-counter commodity financial instrument contracts. These contracts consist primarily of futures and swaps and are recorded at fair value in the consolidated balance sheets. In general, ETP uses derivatives to reduce market exposure and price risk within its operations as follows:
ETP uses derivative financial instruments in connection with its natural gas inventory at the Bammel storage facility by purchasing physical natural gas and then selling forward financial contracts at a price sufficient to cover its carrying costs and provide a gross profit margin. ETP also uses derivatives in its intrastate transportation and storage operations to hedge the sales price of retention natural gas in excess of consumption, a portion of volumes purchased at the wellhead from producers, and location price differentials related to the transportation of natural gas. Additionally, ETP uses derivatives for trading purposes in these operations.
Derivatives are utilized in ETP’s midstream operations in order to mitigate price volatility in its marketing activities and manage fixed price exposure incurred from contractual obligations.
ETP also uses derivative swap contracts to mitigate risk from price fluctuations on NGLs it retains for fees in its midstream operations.
Sunoco Logistics uses derivative contracts as economic hedges against price changes related to its forecasted refined products and NGL purchase and sale activities.
In all other operations, ETP utilized derivatives for trading purposes.
The market prices used to value financial derivatives and related transactions have been determined using independent third party prices, readily available market information, broker quotes and appropriate valuation techniques.
If ETP designates a derivative financial instrument as a cash flow hedge and it qualifies for hedge accounting, the change in the fair value is deferred in AOCI until the underlying hedged transaction occurs. Any ineffective portion of a cash flow hedge’s change in fair value is recognized each period in earnings. Gains and losses deferred in AOCI related to cash flow hedges remain in AOCI until the underlying physical transaction occurs, unless it is probable that the forecasted transaction will not occur by the end of the originally specified time period or within an additional two-month period of time thereafter. For financial derivative instruments that do not qualify for hedge accounting, the change in fair value is recorded in cost of products sold in the consolidated statements of operations.
If ETP designates a hedging relationship as a fair value hedge, ETP records the changes in fair value of the hedged asset or liability in cost of products sold in our consolidated statement of operations. This amount is offset by the changes in fair value of the related hedging instrument. Any ineffective portion or amount excluded from the assessment of hedge ineffectiveness is also included in cost of products sold in our consolidated statements of operations.
ETP uses futures and basis swaps, designated as fair value hedges, to hedge its natural gas inventory stored in its Bammel storage facility. Changes in the spreads between the forward natural gas prices designated as fair value hedges and the physical Bammel inventory spot price result in unrealized gains or losses until the underlying physical gas is withdrawn and the related designated derivatives are settled. Once the gas is withdrawn and the designated derivatives are settled, the previously unrealized gains or losses associated with these positions are realized.
ETP attempts to maintain balanced positions to protect itself from the volatility in the energy commodities markets; however, net unbalanced positions can exist. Long-term physical contracts are tied to index prices. System gas, which is also tied to index prices, is expected to provide most of the gas required by our long-term physical contracts. When third-party gas is required to supply long-term contracts, a hedge is put in place to protect the margin on the contract. To the extent open commodity positions exist, fluctuating commodity prices can impact our financial position and results of operations, either favorably or unfavorably.
Sunoco Logistics manages exposures to crude oil, refined products and NGL commodity prices by monitoring inventory levels and expectations of future commodity prices when making decisions with respect to risk management and inventory carried. Sunoco Logistics’ policy is to purchase only commodity products for which it has a market and to structure its sales contracts so that price fluctuations for those products do not materially affect the margin Sunoco Logistics receives. Sunoco Logistics also seeks to maintain a position that is substantially balanced within its various commodity purchase and sale activities. Sunoco Logistics may experience net unbalanced positions for short periods of time as a result of production, transportation and delivery variances, as well as logistical issues associated with inclement weather conditions. When unscheduled inventory builds or draws do occur, they are monitored and managed to a balanced position over a reasonable period of time.


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 December 31, 2013 December 31, 2012
 
Notional
Volume
 
Fair Value
Asset
(Liability)
 
Effect of
Hypothetical
10%
Change
 
Notional
Volume
 
Fair Value
Asset
(Liability)
 
Effect of
Hypothetical
10%
Change
Mark-to-Market Derivatives           
(Trading)           
Natural Gas (MMBtu):           
Fixed Swaps/Futures9,457,500
 $3
 $5
 
 $
 $
Basis Swaps IFERC/NYMEX (1)
(487,500) 1
 
 (30,980,000) (6) 
Swings Swaps IFERC1,937,500
 1
 
 
 
 
Power (Megawatt):           
Forwards351,050
 1
 1
 19,650
 
 1
Futures(772,476) 
 2
 (1,509,300) (1) 1
Options — Puts(52,800) 
 
 
 
 
Options — Calls103,200
 
 
 1,656,400
 2
 1
Crude (Bbls) — Futures103,000
 
 1
 
 
 
(Non-Trading)           
Natural Gas (MMBtu):           
Basis Swaps IFERC/NYMEX570,000
 
 
 150,000
 (1) 
Swing Swaps IFERC(9,690,000) 1
 
 (83,292,500) 1
 1
Fixed Swaps/Futures(8,195,000) 13
 3
 27,077,500
 (7) 9
Forward Physical Contracts5,668,559
 (1) 2
 11,689,855
 
 2
NGL (Bbls) — Forwards/Swaps(280,000) 
 3
 (30,000) 
 
Refined Products (Bbls) — Futures(1,133,600) 
 17
 (666,000) (3) 14
Fair Value Hedging Derivatives           
(Non-Trading)           
Natural Gas (MMBtu):           
Basis Swaps IFERC/NYMEX(7,352,500) 
 
 (18,655,000) (1) 
Fixed Swaps/Futures(50,530,000) (11) 23
 (44,272,500) 4
 15
Cash Flow Hedging Derivatives           
(Non-Trading)           
Natural Gas (MMBtu):           
Basis Swaps IFERC/NYMEX(1,825,000) 
 
 
 
 
Fixed Swaps/Futures(12,775,000) (3) 6
 (8,212,500) (3) 3
NGL (Bbls) — Forwards/Swaps(780,000) (1) 4
 (930,000) (2) 7
Refined Products (Bbls) — Futures
 
 
 (98,000) 
 1
Crude (Bbls) — Futures(30,000) 
 
 
 
 
(1) Includes aggregate amounts for open positions related to Houston Ship Channel, Waha Hub, NGPL TexOk, West Louisiana Zone and Henry Hub locations.

Investment in Regency
Regency is a net seller of NGLs, condensate and natural gas as a result of its gathering and processing operations. The prices of these commodities are impacted by changes in the supply and demand, as well as other market forces. Regency’s profitability and cash flow are affected by the inherent volatility of these commodities, which could adversely affect its ability to make distributions to its unitholders. Regency manages this commodity price exposure through an integrated strategy that includes management of its contract portfolio, matching sales prices of commodities with purchases, optimization of its portfolio by

103


monitoring basis and other price differentials in operating areas, and the use of derivative contracts. In some cases, Regency may not be able to match pricing terms or to cover its risk to price exposure with financial hedges, and it may be exposed to commodity price risk. Speculative positions are prohibited under Regency’s policy.
Regency is exposed to market risks associated with commodity prices, counterparty credit, and interest rates. Regency’s management and the board of directors of Regency GP have established comprehensive risk management policies and procedures to monitor and manage these market risks. Regency GP is responsible for delegation of transaction authority levels, and the Risk Management Committee of Regency GP is responsible for the overall management of credit risk and commodity price risk, including monitoring exposure limits. Regency GP’s Risk Management Committee receives regular briefings on positions and exposures, credit exposures, and overall risk management in the context of market activities.
 December 31, 2013 December 31, 2012
 
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           
(Non-Trading)           
Natural Gas (MMBtu) — Fixed Swaps/Futures24,455,000
 $(2) $10
 8,395,000
 $1
 $3
Propane (Gallons) — Forwards/Swaps52,122,000
 (3) 6
 3,318,000
 1
 1
NLGs (Barrels) — Forwards/Swaps438,000
 1
 2
 243,000
 
 2
WTI Crude Oil (Barrels) — Forwards/Swaps521,000
 (1) 5
 356,000
 2
 3

Interest Rate Risk
As of December 31, 2013, ETP2016, we had $907 million$11.60 billion of floating rate debt outstanding, Regency had $510outstanding. A hypothetical change of 100 basis points would result in a maximum potential change to interest expense of $109 million of floating annually; however, our actual change in interest expense may be less in a given period due to interest rate floors included in our variable rate debt outstanding under its revolving credit facilities and ETE had $1.17 billion of floating rate debt outstanding under its revolving credit facilities as of December 31, 2013.instruments. We manage a portion of our interest rate exposure by utilizing interest rate swaps. To the extent that we have debt with floating interest rates that are not hedged, our results of operations, cash flows and financial condition could be adversely affected by increases in interest rates.
The followingswaps, including forward-starting interest rate swaps wereto lock-in the rate on a portion of anticipated debt issuances.

The following table summarizes our interest rate swaps outstanding as of December 31, 2013 and 2012 (dollars in millions), none of which are designated as hedges for accounting purposes:
     
Notional Amount
Outstanding
     Notional Amount Outstanding
Entity Term 
Type(1)
 December 31, 2013 December 31, 2012 Term 
Type(1)
 December 31, 2016 December 31, 2015
ETE March 2017 Pay a fixed rate of 1.25% and receive a floating rate $
 $500
ETP 
July 2013 (2)
 Forward starting to pay a fixed rate of 4.03% and receive a floating rate 
 400
 
July 2016(2)
 Forward-starting to pay a fixed rate of 3.80% and receive a floating rate $
 $200
ETP 
July 2014 (2)
 Forward starting to pay a fixed rate of 4.25% and receive a floating rate 400
 400
 
July 2017(3)
 Forward-starting to pay a fixed rate of 3.90% and receive a floating rate 500
 300
ETP July 2018 Pay a floating rate plus a spread of 4.17% and receive a fixed rate of 6.70% 600
 600
 
July 2018(3)
 Forward-starting to pay a fixed rate of 4.00% and receive a floating rate 200
 200
ETP June 2021 Pay a floating rate plus a spread of 2.17% and receive a fixed rate of 4.65% 400
 
 
July 2019(3)
 Forward-starting to pay a fixed rate of 3.25% and receive a floating rate 200
 200
ETP February 2023 Pay a floating rate plus a spread of 1.32% and receive a fixed rate of 3.60% 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
Southern Union (3)
 November 2016 Pay a fixed rate of 2.97% and receive a floating rate 
 75
Southern Union (3)
 November 2021 Pay a fixed rate of 3.801% and receive a floating rate 275
 450
ETP March 2019 Pay a floating rate based on a 3-month LIBOR and receive a fixed rate of 1.42% 300
 300

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(1) 
Floating rates are based on 3-month LIBOR.
(2) 
Represents the effective date. These forward startingforward-starting swaps have a termterms of 10 and 30 years with a mandatory termination date the same as the effective date. During the year ended December 31, 2013, ETP settled $400 million of ETP’s forward-starting interest rate swaps that had an effective date of July 2013.
(3) 
In connectionRepresents the effective date. These forward-starting swaps have a term of 30 years with a mandatory termination date the Panhandle Merger, Southern Union’s interest rate swaps outstanding were assumed by Panhandle.same as the effective date.

During the year ended December 31, 2013, ETP settled $400 million of forward-starting interest rate swaps that had an effective date of July 2013.

A hypothetical change of 100 basis points in interest rates for these interest rate swaps would result in a change in the fair value of the interest rate derivatives and earnings (recognized in gains (losses) on interest rate derivatives) of approximately $29$202 million as of December 31, 2013.2016. For ETP’s $1.4$1.50 billion of interest rate swaps whereby it pays a floating rate and receives a fixed rate, a hypothetical change of 100 basis points in interest rates would result in a net change in annual cash flow (swap settlements) of $14$32 million. For the forward-starting interest rate swaps, a hypothetical change of 100 basis points in interest rates would not affect cash flows until the swaps are settled. For Southern Union’s fixed to floating interest rate swaps, a hypothetical change of 100 basis points in interest rates would result in a net change in annual cash flows of $3 million.
Credit Risk
Credit Riskrisk refers to the risk that a counterparty may default on its contractual obligations resulting in a loss to the Partnership. Credit policies have been approved and implemented to govern the Partnership’s portfolio of counterparties with the objective of mitigating credit losses. These policies establish guidelines, controls and limits to manage credit risk within approved tolerances by mandating an appropriate evaluation of the financial condition of existing and potential counterparties, monitoring agency credit ratings, and by implementing credit practices that limit exposure according to the risk profiles of the counterparties. Furthermore, the Partnership may, at times, require collateral under certain circumstances to mitigate credit risk as necessary. WeThe Partnership also implement the use ofuses industry standard commercial agreements which allow for the netting of positive and negative exposures associated with transactions executed under a single commercial agreement. Additionally, we utilize master netting agreements to offset credit exposure across multiple commercial agreements with a single counterparty or affiliated group of counterparties.
The Partnership’s counterparties consist of a diverse portfolio of customers across the energy industry, including petrochemical companies, commercial and industrials, oil and gas producers, municipalities, gas and electric utilities, midstream companies, independent power generators and midstream companies.fuel distributors. Our overall exposure may be affected positively or negatively by macroeconomic or regulatory changes that could impact our counterparties to one extent or another. Currently, management does not anticipate a material adverse effect in our financial position or results of operations as a consequence of counterparty non-performance.
Regency is exposed to credit risk from its derivative counterparties. Regency does not require collateral from these counterparties as it deals primarily with financial institutions when entering into financial derivatives, and enters into master netting agreements that allow for netting of swap contract receivables and payables in the event of default by either party.
For financial instruments, failure of a counterparty to perform on a contract could result in our inability to realize amounts that have been recorded on our consolidated balance sheetsheets and recognized in net income or other comprehensive income.
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements starting on page F-1 of this report are incorporated by reference.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING

AND FINANCIAL DISCLOSURE
None.

105

Table of Contents


ITEM 9A.  CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
An evaluation was performed under the supervision and with the participation of our management, including the President and Group Chief Financial Officer and Head of Business Development of our General Partner, of the effectiveness of the design and operation of our disclosure controls and procedures (as such terms are defined in Rule 13a–15(e) and 15d–15(e) of the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, management, including the President and Group Chief Financial Officer and Head of Business Development of our General Partner, concluded that our disclosure controls and procedures were adequate and effective as of December 31, 2013.2016.
Management’s Report on Internal Control over Financial Reporting
The management of Energy Transfer Equity, L.P. and subsidiaries is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including the President and Group Chief Financial Officer and Head of Business Development of our General Partner, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in the 19922013 Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO Framework”).
Based on our evaluation under the COSO framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2013.2016.
Grant Thornton LLP, an independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 31, 2013,2016, as stated in their report, which is included herein.


106



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Partners
Energy Transfer Equity, L.P.
We have audited the internal control over financial reporting of Energy Transfer Equity, L.P. (a Delaware limited partnership) and subsidiaries (the “Partnership”) as of December 31, 2013,2016, based on criteria established in the 19922013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Partnership’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Partnership’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.deteriorate
In our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013,2016, based on criteria established in the 19922013 Internal Control-Integrated Framework issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements of the Partnership as of and for the year ended December 31, 2013,2016, and our report dated February 27, 201424, 2017 expressed an unqualified opinion on those financial statements.

/s/ GRANT THORNTON LLP

Dallas, Texas
February 27, 201424, 2017


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Changes in Internal Controls over Financial Reporting
There has been no change in our internal controls over financial reporting (as defined in Rules 13a–15(f) or Rule 15d–15(f)) that occurred in the three months ended December 31, 20132016 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

ITEM 9B.  OTHER INFORMATION
None.

PART III

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Board of Directors
Our General Partner, LE GP, LLC, manages and directs all of our activities. The officers and directors of ETE are officers and directors of LE GP, LLC. The members of our General Partner elect our General Partner’s Board of Directors. The board of directors of our General Partner has the authority to appoint our executive officers, subject to provisions in the limited liability company agreement of our General Partner. Pursuant to other authority, the board of directors of our General Partner may appoint additional management personnel to assist in the management of our operations and, in the event of the death, resignation or removal of our chief executive officer, to appoint a replacement.
As of December 31, 2013,2016, our Board of Directors was comprised of seven persons, three of whom qualify as “independent” under the NYSE’s corporate governance standards. We have determined that Messrs. Harkey, RamseyBrannon, Turner and TurnerWilliams are all “independent” under the NYSE’s corporate governance standards.
As a limited partnership, we are not required by the rules of the NYSE to seek unitholder approval for the election of any of our directors. We believe that the members of our General Partner have appointed as directors individuals with experience, skills and qualifications relevant to the business of the Parent Company, such as experience in energy or related industries or with financial markets, expertise in natural gas operations or finance, and a history of service in senior leadership positions. We do not have a formal process for identifying director nominees, nor do we have a formal policy regarding consideration of diversity in identifying director nominees, but we believe that the members of our General Partner have endeavored to assemble a group of individuals with the qualities and attributes required to provide effective oversight of the Parent Company.
Risk Oversight
Our Board of Directors generally administers its risk oversight function through the board as a whole. Our President, who reports to the Board of Directors, has day-to-day risk management responsibilities. Our President attends the meetings of our Board of Directors, where the Board of Directors routinely receives reports on our financial results, the status of our operations, and other aspects of implementation of our business strategy, with ample opportunity for specific inquiries of management. In addition, at each regular meeting of the Board, management provides a report of the Parent Company’s financial and operational performance, which often prompts questions or feedback from the Board of Directors. The Audit Committee provides additional risk oversight through its quarterly meetings, where it receives a report from the Parent Company’s internal auditor, who reports directly to the Audit Committee, and reviews the Parent Company’s contingencies with management and our independent auditors.
Corporate Governance
The Board of Directors has adopted both a Code of Business Conduct and Ethics applicable to our directors, officers and employees, and Corporate Governance Guidelines for directors and the Board. Current copies of our Code of Business Conduct and Ethics, Corporate Governance Guidelines and charters of the Audit and Compensation Committees of our Board of Directors are available on our website at www.energytransfer.com and will be provided in print form to any Unitholder requesting such information.
Please note that the preceding Internet address is for information purposes only and is not intended to be a hyperlink. Accordingly, no information found and/or provided at such Internet addresses or at our website in general is intended or deemed to be incorporated by reference herein.
Annual Certification
The Parent Company has filed the required certifications under Section 302 of the Sarbanes-Oxley Act of 2002 as Exhibits 31.1 and 31.2 to this annual report. In 2013,2016, our President and CFO provided to the NYSE the annual CEO certification regarding our compliance with the NYSE’s corporate governance listing standards.

108


Conflicts Committee
Our Partnership Agreement provides that the Board of Directors may, from time to time, appoint members of the Board to serve on the Conflicts Committee with the authority to review specific matters for which the Board of Directors believes there may be a conflict of interest in order to determine if the resolution of such conflict proposed by the General Partner is fair and reasonable to the Parent Company and our Unitholders. As a policy matter, the Conflicts Committee generally reviews any proposed related-party transaction that may be material to the Parent Company to determine if the transaction presents a conflict of interest and whether the transaction is fair and reasonable to the Parent Company. Pursuant to the terms of our partnership agreement, any matters approved by the Conflicts Committee will be conclusively deemed to be fair and reasonable to the Parent Company,

approved by all partners of the Parent Company and not a breach by the General Partner or its Board of Directors of any duties they may owe the Parent Company or the Unitholders. These duties are limited by our Partnership Agreement (see “Risks Related to Conflicts of Interest” in Item 1A. Risk Factors in this annual report).
Audit Committee
The Board of Directors has established an Audit Committee in accordance with Section 3(a)(58)(A) of the Exchange Act. The Board of Directors appoints persons who are independent under the NYSE’s standards for audit committee members to serve on its Audit Committee. In addition, the Board determines that at least one member of the Audit Committee has such accounting or related financial management expertise sufficient to qualify such person as the audit committee financial expert in accordance with Item 407(d)(5) of Regulation S-K. The Board has determined that based on relevant experience, Audit Committee member John D. Harkey, Jr.Rick Turner qualified as an audit committee financial expert during 2013.2016. A description of the qualifications of Mr. HarkeyTurner may be found elsewhere in this Item 10 under “Directors and Executive Officers of the General Partner.”
The Audit Committee meets on a regularly scheduled basis with our independent accountants at least four times each year and is available to meet at their request. The Audit Committee has the authority and responsibility to review our external financial reporting, review our procedures for internal auditing and the adequacy of our internal accounting controls, consider the qualifications and independence of our independent accountants, engage and direct our independent accountants, including the letter of engagement and statement of fees relating to the scope of the annual audit work and special audit work which may be recommended or required by the independent accountants, and to engage the services of any other advisors and accountants as the Audit Committee deems advisable. The Audit Committee reviews and discusses the audited financial statements with management, discusses with our independent auditors matters required to be discussed by auditing standards, and makes recommendations to the Board of Directors relating to our audited financial statements. The Audit Committee periodically recommends to the Board of Directors any changes or modifications to its charter that may be required. The Audit Committee has received written disclosures and the letter from Grant Thornton required by applicable requirements of the Audit Committee concerning independence and has discussed with Grant Thornton that firm’s independence. The Audit Committee recommended to the Board that the audited financial statements of ETE be included in ETE’s Annual Report on Form 10-K for the year ended December 31, 2013.2016.
The Board of Directors adopts the charter for the Audit Committee. JohnRichard D. Harkey, Jr., Matthew S. Ramsey andBrannon, K. Rick Turner and William P. Williams serve as elected members of the Audit Committee. For a portion of 2016, Mr. Harkey currently serves as the Chair of the Audit Committee. Mr. Harkey currently serves as a member or chairman ofTurner also served on the audit committee of fourthree other publicly traded companies, including the general partner of Regency, in addition to his service as a member of the Audit Committee of our General Partner.Sunoco LP. As required by Rule 303A.07 of the NYSE Listed Company Manual, the Board of Directors of our General Partner has determined that such simultaneous service doesdid not impair Mr. Harkey’sTurner’s ability to effectively serve on our Audit Committee.
Compensation and Nominating/Corporate Governance Committees
Although we are not required under NYSE rules to appoint a Compensation Committee or a Nominating/Corporate Governance Committee because we are a limited partnership, the Board of Directors of LE GP, LLC has previously established a Compensation Committee to establish standards and make recommendations concerning the compensation of our officers and directors. In addition, the Compensation Committee determines and establishes the standards for any awards to our employees and officers under the equity compensation plans, including the performance standards or other restrictions pertaining to the vesting of any such awards. Pursuant to the Charter of the Compensation Committee, a director serving as a member of the Compensation Committee may not be an officer of or employed by our General Partner, the Parent Company, ETP or its subsidiaries, or RegencySunoco LP or its subsidiaries. Subsequent to the resignations of Paul E. Glaske and Bill W. Byrne from the board of directors of our General Partner effective June 30, 2011, ETE did not have a compensation committee; therefore, the members of the board of directors of our General Partner who would be eligible to be members of the Compensation Committee served in that capacity. In February 2013, Messrs. Harkey and Ramsey were appointed to the ETE Compensation Committee.
Matters relating to the nomination of directors or corporate governance matters were addressed to and determined by the full Board of Directors for the period ETE did not have a compensation committee.

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In the discussion and analysis that follows, we have used the term, “ETE Compensation Committee,” to refer to either or both of (i) our compensation committee, which existed through June 2011 and from February 2013 to the present, and (ii) the eligible members of the board of directors of our General Partner, functioning in the capacity of our compensation committee subsequent from June 2011 to February 2013.
The responsibilities of the ETE Compensation Committee include, among other duties, the following:
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.
The responsibilities of the ETP Compensation Committee include, among other duties, the following:
annually review and approve goals and objectives relevant to compensation of the Chief Executive Officer, or the CEO, if applicable; annually evaluate the CEO’s performance in light of these goals and objectives, and make recommendations to the Board of Directors of ETP with respect to the CEO’s compensation levels based on this evaluation, if applicable;
based on input from, and discussion with, the CEO, make recommendations to the Board of Directors of ETP with respect to non-CEO executive officer compensation, including incentive compensation and compensation under equity based plans;
make determinations with respect to the grant of equity-based awards to executive officers under ETP’s equity incentive plans;
periodically evaluate the terms and administration of ETP’s short-term and long-term incentive plans to assure that they are structured and administered in a manner consistent with ETP’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, CEO or executive officer compensation; and
perform other duties as deemed appropriate by the Board of Directors of ETP.
Code of Business Conduct and Ethics
The Board of Directors has adopted a Code of Business Conduct and Ethics applicable to our officers, directors and employees. Specific provisions are applicable to the principal executive officer, principal financial officer, principal accounting officer and controller, or those persons performing similar functions, of our General Partner. Amendments to, or waivers from, the Code of Business Conduct and Ethics will be available on our website and reported as may be required under SEC rules. Any technical, administrative or other non-substantive amendments to the Code of Business Conduct and Ethics may not be posted.
Meetings of Non-management Directors and Communications with Directors
Our non-management directors meet in regularly scheduled sessions. Our non-management directors alternate as the presiding director of such meetings.
We have established a procedure by which Unitholders or interested parties may communicate directly with the Board of Directors, any committee of the Board, any of the independent directors, or any one director serving on the Board of Directors by sending written correspondence addressed to the desired person, committee or group to the attention of Sonia Aubé at Energy Transfer Equity, L.P., 3738 Oak Lawn Avenue,8111 Westchester Drive, Suite 600, Dallas, Texas, 75219.75225. Communications are distributed to the Board of Directors, or to any individual director or directors as appropriate, depending on the facts and circumstances outlined in the communication.

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Directors and Executive Officers of Our General Partner
The following table sets forth certain information with respect to the executive officers and members of the Board of Directors of our General Partner as of February 27, 2014.24, 2017. Executive officers and directors are elected for indefinite terms.
Name Age Position with Our General Partner
John W. McReynolds 6366
 Director and President
Kelcy L. Warren 5861
 Director and Chairman of the Board
Jamie WelchThomas E. Long 4760
 Director and Group Chief Financial Officer and Head of Business Development
John D. Harkey, Jr.53
Director
Marshall S. (Mackie) McCrea, III 5457
Director and Group Chief Operating Officer and Chief Commercial Officer
Thomas P. Mason59
Executive Vice President and General Counsel
Brad Whitehurst42
Executive Vice President and Head of Tax
Richard D. Brannon58
 Director
Matthew S. Ramsey 5961
 Director
K. Rick Turner 5658
Director
William P. Williams79
 Director
Messrs. Warren, and McCrea also serve as directors of ETP’s General Partner. Messrs. McReynoldsRamsey and Harkey alsoTurner serve as directors of Regency’s General Partner.the general partner of Sunoco LP.
Set forth below is biographical information regarding the foregoing officers and directors of our General Partner:
John W. McReynolds.  Mr. McReynolds has served as our President since March 2005, and as a Director since August 2005. He served as our Chief Financial Officer from August 2005 to June 2013, and has previously served as a directorDirector of Energy Transfer PartnersETP from August 2001 through May 2010. Mr. McReynolds has also served as a director of Regency since May 2010.been in the energy industry for his entire career. Prior to becoming President and CFO of Energy Transfer Equity,ETE, Mr. McReynolds was a partner with the internationalin private law firm of Hunton & Williams LLPpractice for over 20 years. As a lawyer, Mr. McReynolds specializedyears,  specializing exclusively in energy-related finance, securities, corporations and partnerships, mergers and acquisitions, syndicationsyndications, and litigation matters,a wide variety of energy-related litigation.  His practice dealt with all forms of fossil fuels, and served as an expert in special projects for Boardsthe transportation and handling thereof, together with the financing and structuring of Directors for public companies.all forms of business entities related thereto. The members of our General Partner selected Mr. McReynolds to serve as a directorin the indicated roles with the Energy Transfer partnerships because of his legalthis extensive background and his extensive experience, in energy-related corporate finance. Mr. McReynolds has relationships with executives and senior management at several companies in the energy sector, as well as with investment bankers who coverhis many contacts and relationships in the industry.
Kelcy L. Warren.  Mr. Warren was appointed Co-Chairman of the Board of Directors of our General Partner, LE GP, LLC, effective upon the closing of our IPO. On August 15, 2007, Mr. Warren became the sole Chairman of the Board of our General Partner and the Chief Executive Officer and Chairman of the Board of the General Partner of ETP. Prior to that, Mr. Warren had served as Co-Chief Executive Officer and Co-Chairman of the Board of the General Partner of ETP since the combination of the midstream and intrastate transportation storage operations of ETC OLP and the retail propane operations of Heritage in January 2004. Mr. Warren also serves as Chief Executive Officer of the General Partner of ETC OLP. Prior to the combination of the operations of ETP and Heritage Propane, Mr. Warren served as President of the General Partner of ET Company I, Ltd. the entity that operated ETP’s midstream assets before it acquired Aquila, Inc.’s midstream assets, having served in that capacity since 1996. From 1996 to 2000, he also served as a Director of Crosstex Energy, Inc. From 1993 to 1996, he served as President, Chief Operating Officer and a Director of Cornerstone Natural Gas, Inc. Mr. Warren has more than 25 years of business experience in the energy industry. The members of our General Partner selected Mr. Warren to serve as a director and as Chairman because he is ETP’s Chief Executive Officer and has more than 25 years in the natural gas industry. Mr. Warren also has relationships with chief executives and other senior management at natural gas transportation companies throughout the United States, and brings a unique and valuable perspective to the Board of Directors.
Jamie Welch. Thomas E. Long.Mr. Welch has served asLong is the Group Chief Financial Officer and Head of Business Developments for the Energy Transfer family since June 2013. Mr. Welch has also served on the Board of Directors of ETE ETP,since February 2016. Mr. Long has served as the Chief Financial Officer and Sunoco Logistics since June 2013. Before joining ETE, Mr. Welch was Head of the EMEA Investment Banking Department and Head of the Global Energy Group at Credit Suisse. He was also a member of the IBD Global Management Committee and the EMEA Operating Committee. Mr. Welch joined Credit Suisse First Boston in 1997 from Lehman Brothers Inc. in New York, where he was a Senior Vice President in the global utilities & project finance group. Prior to that he was an attorney with Milbank, Tweed, Hadley & McCloy (New York) and a barrister and solicitor with Minter Ellison in Melbourne Australia. The members of our General Partner selected Mr. Welch to serve on the Board of Directors because of his understanding of energy-related corporate finance gained through his experience in the investment banking and legal fields.
John D. Harkey, Jr. In May 2006, Mr. Harkey was elected as a director of our General PartnerPennTex Midstream Partners, LP’s general partner, since November 2016. Mr. Long previously served as Chief Financial Officer of ETP and memberas Executive Vice President and Chief Financial Officer of the Audit Committee. He currently serves as the Chairman of the Audit Committee of our General Partner. The members of our General Partner selected Mr. Harkey to serve as a director because of his background in corporate finance, as well as his experience as a director on the boards and audit committees of several other public companies. Mr. Harkey was elected Chairman of the Board of Directors of

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Regency GP LLC infrom November 2010 to April 2015. From May 2010.2008 to November 2010, Mr. Harkey hasLong served as Vice President and Chief ExecutiveFinancial Officer of Matrix Service Company. Prior to joining Matrix, he served as Vice President and ChairmanChief Financial Officer of Consolidated Restaurant Companies, Inc., since 1998. Mr. Harkey currently serves on the Board of Directors of Leap Wireless International, Inc., Loral Space & Communications, Inc., Emisphere Technologies, Inc.,DCP Midstream Partners, LP, a publicly traded natural gas and the Board of Directorsnatural gas liquids midstream business company located in Denver, CO. In that position, he was responsible for the Baylor Health Care System Foundation. He currently serves on the Audit Committee of Loral and Regency. He also serves on the President’s Development Council of Howard Payne University and on the Executive Board of Circle Ten Councilall financial aspects of the Boy Scoutscompany since its formation in December 2005. From 1998 to 2005, Mr. Long served in several executive positions with subsidiaries of America.Duke Energy Corp., one of the nation’s largest electric power companies.

Marshall S. (Mackie) McCrea, III.  Mr. McCrea was appointed as a director onDirector in December 23, 2009. He is the President andGroup Chief Operating Officer of ETP GPand Chief Commercial Officer for the Energy Transfer family and has served in that capacity since June 2008.November 2015. Mr. McCrea has served as a director of PennTex Midstream Partners, LP’s general partner, since November 2016. Prior to that, he served as President and Chief Operating Officer of ETP’s general partner from June 2008 to November 2015 and President – Midstream from March 2007 to June 2008. Previously he served as the Senior Vice President – Commercial Development since the combination of the operations of ETC OLP and HOLP in January 2004. In March 2005, Mr. McCrea was named president of ETC OLP. Prior to the combination of the operations of ETC OLP and HOLP, Mr. McCrea served as the Senior Vice President – Business Development and Producer Services of the general partner of ETC OLP and ET Company I, Ltd., having served in that capacity since 1997. Mr. McCrea also currently serves on the Board of Directors of the general partner of ETE, of Sunoco Logistics and of Sunoco Logistics.LP. The members of our General Partner selected Mr. McCrea to serve as a director because he brings extensive project development and operations experience to the Board. He has held various positions in the natural gas business over the past 25 years and is able to assist the Board of Directors in creating and executing the Partnership’s strategic plan.
Thomas P. Mason.Mr. Mason became Executive Vice President and General Counsel of the General Partner of ETE in December 2015. Mr. Mason has served as a director of PennTex Midstream Partners, LP’s general partner since November 2016. Mr. Mason previously served as Senior Vice President, General Counsel and Secretary of ETP’s general partner from April 2012 to December 2015, as Vice President, General Counsel and Secretary from June 2008 and as General Counsel and Secretary from February 2007. Prior to joining ETP, he was a partner in the Houston office of Vinson & Elkins. Mr. Mason has specialized in securities offerings and mergers and acquisitions for more than 25 years. Mr. Mason also serves on the Board of Directors of the general partner of Sunoco Logistics.
Brad Whitehurst. Mr. Whitehurst has served as the Executive Vice President and Head of Tax of our General Partner since August 2014. Prior to joining ETE, Mr. Whitehurst was a partner in the Washington, DC office of Bingham McCutchen LLP and an attorney in the Washington, DC offices of both McKee Nelson LLP and Hogan & Hartson. Mr. Whitehurst has specialized in partnership taxation and has advised ETE and its subsidiaries in his role as outside counsel since 2006.
Richard D. Brannon. Mr. Brannon was appointed to the Board of Directors of our General Partner in March 2016. Previously, he served on the Sunoco LP Board of Directors from September 2014 to March 2016. In September 2016, Mr. Brannon was elected to the Board of Directors of Wild Horse Resource Development Corp. He is President of CH4 Energy II, III, IV and V, companies focused on horizontal development of oil and gas. Previously, he was President of CH4 Energy Corp. from 2001 to 2006, when the company was sold to Bill Barrett Corp. From 1984 to 2005, Dick was President of Brannon Oil & Gas, Inc. and Brannon & Murray Drilling Co. Previously, he was a drilling and completion engineer for Texas Oil & Gas Corp. He has previously served on the boards of Cornerstone Natural Gas Corp., which was purchased by El Paso Corp. in 1996, and OEC Compression Corp, acquired by Hanover Compressor Company in 2001. Mr. Brannon also formerly served on the Board of Directors of Regency Energy Partners LP.
Matthew S. Ramsey.Ramsey. Mr. Ramsey was appointed as a director of ETE’s general partner on July 17, 2012 and as a director of ETP’s general partner on November 9, 2015. Mr. Ramsey currently serves as a memberPresident and Chief Operating Officer of ETP’s general partner since November 2015. Mr. Ramsey has served as President and Chief Operating Officer and Chairman of the Audit and Compensation Committees.board of directors of PennTex Midstream Partners, LP’s general partner, since November 2016. Mr. Ramsey is presentlyalso a director of Sunoco LP, serving as chairman of Sunoco LP’s board since April 2015. Mr. Ramsey previously served as President of RPM Exploration, Ltd., a private oil and gas exploration partnership generating and drilling 3-D seismic prospects on the Gulf Coast of Texas. Mr. Ramsey is also President of Ramsey Energy Management, LLC, the General Partner of Ramsey Energy Partners, I, Ltd.,currently a private oil and gas partnership, and as President of Dollarhide Management, LLC, the General Partner of Deerwood Investments, Ltd., a private oil and gas partnership. Additionally, Mr. Ramsey is President of Gateshead Oil, LLC, a private oil and gas partnership. He also serves as Manager of MSR Energy, LLC, the general partner of Shafter Lake Energy Partners, Ltd., a private oil and gas exploration limited partnership. In 2014, Mr. Ramsey joined the board of directorsdirector of RSP Permian, Inc. (NYSE: RSPP), where he serves as chairman of the compensation committee and as a member of the audit committee. Mr. Ramsey formerly served as President of DDD Energy, Inc. until its sale in 2002. From 1996 to 2000, Mr. Ramsey served as President and Chief Executive Officer of OEC Compression Corporation, Inc., a publicly traded oil field service company, providing gas compression services to a variety of energy clients. Previously, Mr. Ramsey served as Vice President of Nuevo Energy Company, an independent energy company. Additionally, he was employed by Torch Energy Advisors, Inc., a company providing management and operations services to energy companies including Nuevo Energy, last serving as Executive Vice President. Mr. Ramsey joined Torch Energy as Vice President of Land and was named Senior Vice President of Land in 1992. Prior to joining Torch Energy Advisors, Inc., Mr. Ramsey was self employed for eleven years. Mr. Ramsey holds a B.B.A. in Marketing from the University of Texas at Austin and a J.D. from South Texas College of Law. Mr. Ramsey is a graduate of Harvard Business School Advanced Management Program. Mr. Ramsey is licensed to practice law in the State of Texas. He is qualified to practice in the Western District of Texas and the United States Court of Appeals for the Fifth Circuit. Mr. Ramsey formerly served as a Directordirector of Southern Union Company. The members of our General Partner recognize Mr. Ramsey’s vast experience in the oil and gas space and believe that he provides valuable industry insight as a member of our Board of Directors.
K. Rick Turner.  Mr. Turner has served as a director of our General Partner since October 2002. Mr. Turner currently serves as chair of the Compensation Committee and a member of the Audit Committee. Mr. Turner is also a director of Sunoco LP, serving

as chair of Sunoco LP’s compensation and audit committees. Mr. Turner is presently a managing director of Altos Energy Partners, LLC. Mr. Turner previously was a private equity executive with several groups after having recently retiredretiring from the Stephens’ family entities, which he had worked for since 1983. He first became a private equity principal in 1990 after serving as the Assistant to the Chairman, Jackson T. Stephens. His areas of focus have been oil and gas exploration, natural gas gathering, processing industries, and power technology. Prior to joining Stephens, he was employed by Peat, Marwick, Mitchell and Company. Mr. Turner currently serves as a director of North American EnergyAmeriGas Partners, Inc., AmeriGas and TMI, LLC. Mr. Turner has served as a director of our General Partner since October 2002.L.P. Mr. Turner earned his B.S.B.A. from the University of Arkansas and is a non-practicing Certified Public Accountant. The members of our General Partner selected Mr. Turner based on his industry knowledge, his background in corporate finance and accounting, and his experience as a director and audit committee member on the boards of several other companies.
William P. Williams. Mr. Williams was appointed as a director in March 2012 and currently serves as a member of the Audit Committee. Mr. Williams began his career in the oil and gas industry in 1967 with Texas Power and Light Company as Manager of Pipeline Construction for Bi-Stone Fuel Company, a predecessor of Texas Utilities Fuel Company. In 1980, he was employed by Endevco as Vice President of Pipeline and Plant Construction, Engineering, and Operations. Prior to Endevco, he worked for Cornerstone Natural Gas followed by Vice President of Engineering and Operations at Energy Transfer Partners, L.P. ending his career as Vice President of Measurement in May 2011.
Compensation of the General Partner
Our General Partner does not receive any management fee or other compensation in connection with its management of the Parent Company.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our officers and directors, and persons who own more than 10% of a registered class of our equity securities, to file reports of beneficial ownership and changes in beneficial ownership with the SEC. Officers, directors and greater than 10% Unitholders are required by SEC regulations to furnish the General Partner with copies of all Section 16(a) forms.

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Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, that no Forms 5 were required for those persons, we believe that for ourduring the year ended December 31, 2013,2016, all filing requirements applicable to itsour officers, directors, and greater than 10% beneficial owners were met in a timely manner, with the exception of twoexcept as follows:
a late filings of Form 4 for two transactionsfiled by Mr. Ramsey.Thomas P. Mason on January 28, 2016; and
a late Form 4 filed by Mr. John W. McReynolds on March 10, 2016.

ITEM 11.  EXECUTIVE COMPENSATION
Overview
As a limited partnership, we are managed by our General Partner. Our General Partner is majority owned by Mr. Kelcy Warren. Our limited partner interests are owned approximately 25% by affiliates and approximately 75% by the public.
We own 100% of ETP GP and its general partner, ETP LLC. We refer to ETP GP and ETP LLC together as the “ETP GP Entities.” ETP GP is the general partner of ETP. All of ETP’s employees receive employee benefits from the operating companies of ETP.
We ownacquired 100% of RegencySunoco GP and its general partner, Regency LLC. We refer to Regency GP LP and Regency GP LLC, together as the “Regency GP Entities.” Regency GP is the general partner of Regency.Sunoco LP, from ETP in July 2015. All of Regency’sSunoco LP’s employees receive employee benefits from either Sunoco GP LLC or the operating companies of Regency.Sunoco LP.
Compensation Discussion and Analysis
Named Executive Officers
We doETE does not have officers or directors. Instead, we are managed by the board of directors of our General Partner, and the executive officers of our General Partner perform all of ourETE’s management functions. As a result, the executive officers of our General Partner are essentially ourETE’s executive officers, and their compensation is administered by our General Partner. This Compensation Discussion and Analysis is, therefore, focused on the total compensation of the executive officers of our General Partner as set forth below. In addition, to provide comprehensive disclosure of our executive compensation, we are also providing information as to the executive compensation of the ETP GP Entities, since the shared service agreement with ETP may place ETP’s executives in a position to perform policy making functions for ETE from time to time,certain executive officers of our subsidiaries, even though none of these persons is an executive officer of the Parent Company. Accordingly, the persons we refer to in this discussion as our “named executive officers” are the following:
ETE Executive Officers
John W. McReynolds, President; and
Jamie W. Welch, Former Group Chief Financial Officer and Head of Business Development.Development;
ETP GP Entities Executive Officers
Kelcy L. Warren,Thomas E. Long, Chief Executive Officer;Financial Officer and Group Chief Financial Officer of ETE’s general partner;
Marshall S. (Mackie) McCrea, III, PresidentGroup Chief Operating Officer and Chief Operating Officer;
Martin Salinas, Jr., Chief FinancialCommercial Officer;
Thomas P. Mason, SeniorExecutive Vice President and General Counsel and Secretary;Counsel; and
Richard Cargile,Bradford D. Whitehurst, Executive Vice President and Head of Midstream Operations.Tax.
Mr. Welch served in the capacity of Group Chief Financial Officer and Head of Business Development of our General Partner until February 2016. As Mr. Welch served as Group Chief Financial Officer and Head of Business Development of our general Partner for a portion of 2016, disclosure related to his compensation is included in this Compensation Discussion and Analysis. Any information contained in the applicable Compensation Discussion and Analysis or the associated Compensation Tables, unless otherwise indicated, is expressly limited to terms and conditions of Mr. Welch’s status as an executive officer and employee through February 2016.
Our Philosophy for Compensation of Executives
Our General Partner. In general, our General Partner’s philosophy for executive compensation is based on the premise that a significant portion of each executive’s compensation should be incentive-based or “at-risk” compensation and that executives’ total compensation levels should be veryhighly competitive in the marketplace for executive talent and abilities. Our General Partner seeks a total compensation program for the named executive officers that provides for a slightly below the median market annual base compensation rate (i.e. approximately the 40th percentile of market) but incentive-based compensation composed of a combination of compensation vehicles to reward both short and long-term performance that are both targeted to pay-out at approximately the top-quartile of market. Our General Partner believes the incentive-based balance is achieved by the payment of annual discretionary cash bonuses and grants of restricted unit awards. Our General Partner believes the performance of our operating subsidiaries and the contribution of our management toward the achievement of the financial targets and other goals of those subsidiaries should be considered in determining annual discretionary cash bonuses.

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ETP GP Entities. The ETP GP Entities also believe that a significant portion of each executives’ compensation should be incentive-based or “at-risk” compensation and that executives’ total compensation levels should be very competitive in the marketplace for executive talents and abilities. ETP GP seeks a total compensation program for the named executive officers that provides for a slightly below the median market annual base compensation rate (i.e. approximately the 40th percentile of market) but incentive-basedincentive-

based compensation composed of a combination of compensation vehicles to reward both short and long-term performance that are both targeted to pay-out at approximately the top-quartile of market. ETP GP believes the incentive-based balance is achieved by (i) the payment of annual discretionary cash bonuses that consider the achievement of ETP’s financial performance objectives for a fiscal year set at the beginning of such fiscal year and the individual contributions of its named executive officers to the success of ETP and the achievement of the annual financial performance objectives and (ii) the annual grant of time-based restricted unit awards under ETP’s equity incentive plan(s), or the equity incentive programs of either Sunoco Logistics and/or Sunoco LP, as applicable based on the allocation of the named executive officers’ award, which awards are intended to provide a longer term incentive and retention value to its key employees to focus their efforts on increasing the market price of its publicly traded units and to increase the cash distribution ETP paysand/or the other affiliated partnerships pay to its Unitholders. Prior to December 2012, ETP’s equity awards were been primarily in the form oftheir respective unitholders.
The Partnership grants restricted unit awards that vest, over a specified time period, with substantially all of these types of unit awards vesting over a five-year period at 20% per year based on continued employment through each specified vesting date. Beginning in December 2012, we began granting restricted unit awards that vest, basedgenerally upon continued employment, at a rate of 60% after the third year of service and the remaining 40% after the fifth year of service. The ETP GP Entities believe that these equity-based incentive arrangements are important in attracting and retaining executive officers and key employees as well as motivating these individuals to achieve ETP’sstated business objectives. The equity-based compensation reflects the importance ETP GP places on aligning the interests of its named executive officers with those of ETP’s Unitholders.unitholders.
While ETE, through the ETP GP Entities, is responsible for the direct payment of the compensation of our named executive officers, as an employee of ETE, ETE does not participate or have any input in any decisions as to the compensation levels or policies of our General Partner the ETP GP Entities or the RegencyETP GP Entities. As discussed below, our compensation committee, or the eligible members of board of directors of our General Partner at times when we have not had a compensation committee isor the ETP Compensation Committee and/or the compensation committee of the general partner of Sunoco Logistics and Sunoco LP, as applicable, all in consultation with the General Partner, are responsible for the compensation policies and compensation level of the named executive officers of our General Partner. In this discussion, we refer to either or both of our compensation committeethe ETE Compensation Committee or such members of our board of directors collectively as the “ETE Compensation Committee.”
ETP also does not participate or have any input in any decisions as to the compensation policies of the ETP GP Entities or the compensation levels of the executive officers of the ETP GP Entities. The compensation committee of the board of directors of the ETP GP Entities (the “ETP Compensation Committee”) is responsible for the approval of the compensation policies and the compensation levels of the executive officers of the ETP GP Entities.
ETE and ETP directly pay their respective executive officersSunoco Logistics also does not participate or have any input in lieu of receiving an allocation of overhead relatedany decisions as to executive compensation from their respective general partner. For the year ended December 31, 2013, ETE and ETP paid 100% of the compensation policies ofSunoco Partners LLC or the compensation levels of the executive officers of their respectiveits general partnerpartner. The compensation committee of the board of directors ofSunoco Partners LLC (the “Sunoco Logistics Compensation Committee”) is responsible for the approval of the compensation policies and the compensation levels of the executive officers of Sunoco Partners LLC.
Sunoco LP also does not participate or have any input in any decisions as each entity representsto the only business currently managed by suchcompensation policies of Sunoco GP LLC or the compensation levels of the executive officers of its general partner. The SUN Compensation Committee is responsible for the approval of the compensation policies and the compensation levels of the executive officers of Sunoco GP LLC.
For a more detailed description of the compensation to ETE’s and ETP GP’s named executive officers, please see “– Compensation Tables” below.
Distributions to Our General Partner
Our General Partner is partially-owned by certain of our current and prior named executive officers. We pay quarterly distributions to our General Partner in accordance with our partnership agreement with respect to its ownership of its general partner interest as specified in our partnership agreement. The amount of each quarterly distribution that we must pay to our General Partner is based solely on the provisions of our partnership agreement, which agreement specifies the amount of cash we distribute to our General Partner based on the amount of cash that we distribute to our limited partners each quarter. Accordingly, the cash distributions we make to our General Partner bear no relationship to the level or components of compensation of our General Partner’s executive officers. Distributions to our General Partner are described in detail in Note 8 to our consolidated financial statements. Our named executive officers also own directly and indirectly certain of our limited partner interests and, accordingly, receive quarterly distributions. Such per unit distributions equal the per unit distributions made to all our limited partners and bear no relationship to the level of compensation of the named executive officers.officers or the services they perform as employees.
For a more detailed description of the compensation of our named executive officers, please see “Compensation Tables” below.

Compensation Philosophy
Each of ETE’s and ETP’sOur compensation programs are structured to provideachieve the following benefits:following:
reward executives with an industry-competitive total compensation package of competitive base salaries and significant incentive opportunities yielding a total compensation package approaching the top-quartile of the market;

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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.
Components of Executive Compensation
For the year ended December 31, 20132016, the compensation paid to ETE’s and ETP GP’sour named executive officers consisted of the following components:
annual base salary;
non-equity incentive plan compensation consisting solely of discretionary cash bonuses;
time-vested restricted 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;
plans or the equity incentive plans(s) of affiliates; and
401(k) plan compensation.
Mr. Warren, the Chairman of the Board of ETE and the CEO of ETP GP, has voluntarily elected not to accept any salary, bonus or equity incentive compensation (other than a salary of $1.00 per year plus an amount sufficient to cover his allocated payroll deductions for health and welfare benefits).employer contributions.
Methodology
Presently, the compensation committees ofThe ETE and its subsidiaries considerCompensation Committee considers relevant data available to themit to assess theour competitive position with respect to base salary, annual short-term incentives and long-term incentive compensation for our executive officers, including the named executive officers. The boards of directors and compensation committees of ETE and its subsidiariesCompensation Committee also considerconsiders individual performance, levels of responsibility, skills and experience.
Periodically, the compensation committees of ETE and/or its affiliates engageETP Compensation Committee engages a third-party consultant to provide market information for compensation levels at peer companies in order to assist the compensation committees in the determination of compensation levels for our executive officers, including the named executive officers. Most recently, Longnecker & Associates (“Longnecker”) evaluated the market competitiveness of total compensation committeelevels of a number of officers of ETE, ETP engaged Mercer (US) Inc. (“Mercer”)and Sunoco Logistics to provide market information with respect to compensation of those executives during the year ended December 31, 20132015. In particular, the review by Longnecker was designed to both (i) evaluate the market competitiveness of total compensation levels for certain members of senior management, including itsour named executive officers; (ii) assist in the determination of appropriate compensation levels for itsour senior management, including the named executive officers; and (iii) to confirm that our compensation programs were yielding compensation packages consistent with our overall compensation philosophy. This review by MercerLongnecker was deemed necessary givento update the most recent review by Mercer (US) Inc. during 2013, especially in light of the on-going growth of the family of partnerships as a result of the series of transforming transactions ETE and its affiliateswe have completed over the past few years, which have continued to significantly increased theincrease our size and scale of ETE and its subsidiaries from both a financial and asset perspective.
In conducting its review, MercerLongnecker’s specifically considered the larger size of the combined ETE and ETP entities from an energy industry perspective, to form a public peer group, inclusive of energy and non-energy related peers, against which ETE and ETP can compare total compensation for its executives, including the named executive officers. We worked with ETP to identify aLongnecker in the development of the final “peer group” of 15both leading companies in the energy industry that most closely reflect ETE’s and ETP’sour profile in terms of revenues, assets and market value as well as compete with ETE and ETPus for talent at the senior management level.level and similarly situated general industry companies with similar revenues, assets and market value. The identified companies were:

Energy Peer Group:
• Conoco Phillips • Anadarko Petroleum
• Enterprise Products Partners, L.P. ONEOK Partners, L.P.Marathon Oil Corporation
• Plains All American Pipeline, L.P. EOG Resources, Inc.
• Halliburton CompanyKinder Morgan Energy Partners, L.P.
National Oilwell Varco, Inc.Halliburton Company • The Williams Companies, Inc.
Baker Hughes Incorporated• EnbridgeValero Energy Partners, L.P.
• Apache Corp.• DCP Midstream Partners, L.P.
• Marathon Oil Corporation  
General Industry Peer Group:
• The Boeing Company• United Technologies Corporation
• Dow Chemical Company• United Parcel Service, Inc.
• Caterpillar Inc.• FedEx Corporation
• Lockheed Martin Corporation• Honeywell International Inc.
• Deere & Company

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The compensation analysis provided by MercerLongnecker in 2015 covered all major components of total compensation, including annual base salary, annual short-term cash bonus and long-term incentive awards for the senior executives of these companies. In preparing the review materials, Longnecker utilized generally accepted compensation principles as determined by WorldatWork and gathered data from the public peer companies and published salary surveys.
The ETE Compensation Committees of ETE and ETP utilizedCommittee reviewed the information provided by MercerLongnecker, including Longnecker’s specific conclusions and recommended considerations for total compensation going forward, but focused specifically on the industry related data to compare the levels of annual base salary, annual short-term cash bonus and long-term equity incentive awards at these other companies with those of itsour named executive officers to ensure that compensation of our named executive officers is both consistent with our compensation philosophy and competitive with the compensation for executive officers of these other companies. The ETE Compensation Committee also considered and reviewed the results of the study performed by MercerLongnecker to ensuredetermine if the results indicated that our compensation programs were yielding a competitive total compensation model prioritizing incentive-based compensation and rewarding achievement of short and long-term performance objectives. The ETE Compensation Committee also specifically evaluated benchmarked results for the annual base salary, annual short-term cash bonus or long-term equity incentive awards of the named executive officers to the compensation levels at the identified “peer“energy peer group” companies and considered Longnecker’ s conclusions and recommendations. While Longnecker found that ETE is achieving its stated objectives with respect to the “at-risk” approach, they also found that certain adjustments should be implemented to allow ETE to achieve its targeted percentiles on base compensation and incentive compensation (short and long-term).
Longnecker provided some limited market updates for specific executives during 2016 for situations where there were changes to roles and responsibilities of a previously benchmarked executive, but did not provide a full update to their market analysis from 2015. In 2016, Longnecker also provided information related to market trends on long-term equity incentive awards and annual short-term incentive bonus awards for industry based peer group companies. MercerWith respect to the long-term incentive awards the information focused on the continued market competitiveness of using time-vested restricted units and the specific targeted annual value of the long-term equity incentive pools and on the annual short-term incentive bonus awards the information focused on expected pay-out in the industry among peers and the impact of 2016 industry conditions on expected annual bonus award pay-outs.
For 2016, the ETE Compensation Committee continued to use the results of the 2015 Longnecker compensation analysis (updated as described in the preceding paragraph), adjusted to account for general inflation and information obtained from other sources, such as 2016 third party survey results, in its determination of compensation levels for executives, including the named executive officers . Longnecker did not provide any non-executive compensation services for ETE or ETP during 2013.2016.
ETE Base Salary. Base salary is designed to provide for a competitive fixed level of pay that attracts and retains executive officers, and compensates them for their level of responsibility and sustained individual performance (including experience, scope of responsibility and results achieved). The salaries of the named executive officers are reviewed on an annual basis. As discussed above, the base salaries of our named executive officers are targeted to yield an annual base salary slightly below the median level of market (i.e. approximately the 40th percentile of market) and are determined by the ETE Compensation Committee after taking into account the recommendation of Mr. Warren. The ETE Compensation Committee did not increase Mr. McReynolds’ base salary for 2013. The ETE Compensation Committee did not increase the base salary of Mr. Welch given his employment with the Partnership began in 2013.Committee.
ETP Base Salary.The base salaries of ETP’sETE’s named executive officers are determined by the ETPETE Compensation Committee, which taketakes into account the recommendations of Mr. Warren. For 2013,Warren, as the ETPChairman of the board of directors of our General Partner. During the 2016 merit review process in July, the ETE Compensation Committee approved an increase of 6.7% to Mr. McCrea’s annual base salary, 5.9%McReynolds of 2% to $583,440 from its prior level of $572,000; a 2% increase to Mr. Salinas’ annual base salary, and 10%Long to $459,000 from its prior level of $450,000; a 2% increase to Mr.

McCrea to $1,020,000 from its prior level of $1,000,000; a 2% increase to Mr. Mason’s annual base salary. Mason to $577,830 from its prior level of $566,500; and a 2% increase for Mr. Whitehurst to $508,725 from its prior level of $498,750.
The ETP Compensation Committee determined that such increases were warranted based on the results of the Mercer study and the factors described below under “Annual Bonus.” The ETP Compensation Committee also deemed the increases2% increase to be reasonable in light of the expanded roles that each of the individuals serves with respect to the consolidated organization subsequent to the Citrus, Sunoco and Holdco Transactions in 2012 and the associated increased in role and responsibility of each named executive office in lightofficers reflects base salary increase consistent with the 2% annual merit increase pool set for all employees of ETE and its affiliates for 2016 by the same.respective compensation committees.
ETE Annual Bonus.  For 2013, the ETE Compensation Committee approved short-term annual cash bonus targets for Messrs. McReynolds and Welch of 125% of their annual base salary, which reflected increases from an annual cash bonus target of 100% of annual base salary. The new targets were adopted consistent with the results of the Mercer study. In February 2014, the ETE Compensation Committee approved a cash bonus relating to the 2013 calendar year to Messrs. McReynolds and Welch in the amounts of $700,721 and $550,000, respectively. In approving this cash bonus, the ETE Compensation Committee took into account the significant role that Mr. McReynolds has as the senior management person for ETE with respect to managing the business of ETE, as well as his role in providing strategic advice related to multiple other transactions among ETE and its subsidiaries. The ETE Compensation Committee also took into account the individual performance of Mr. McReynolds with respect to promoting ETE’s financial, strategic and operating objectives for 2013. In the case of Mr. Welch for 2013, his bonus amount was based on the terms of his of his original offer letter of April 29, 2013, which provided for a bonus guarantee of $550,000 for 2013. Moving forward, Mr. Welch’s future bonus awards will be based on factors consistent with those utilized for Mr. McReynolds as well as those utilized by the ETP Compensation Committee in considering awards to the ETP GP named executive officers.
ETP Annual Bonus.  In addition to base salary, the ETPETE Compensation Committee makes a determinationdeterminations whether to award named executive officers of the ETP GP Entities, other than ETP’s CEO (who has voluntarily elected to forego any annual bonuses),make discretionary annual cash bonusesbonus awards to executives, including our named executive officers, following the end of the year. year under the Energy Transfer Partners, L.L.C. Annual Bonus Plan (the “Bonus Plan”).
These discretionary bonuses, if awarded, are intended to reward theour named executive officers of the ETP GP Entities for the achievement of financial performance objectives during the year for which the bonuses are awarded in light of the contribution of each individual to ETP’sour profitability and success during such year. In this regard, the ETP Compensation Committee takes into account whether ETP achieved or exceeded its internal EBITDA budget for the year, which is approved by the board of directors of our General Partner as discussed below, as an important element in making its determinations with respect to annual bonuses. The ETPETE Compensation Committee also considers the recommendation of ETP’s CEOour Chairman in determining the specific annual cash bonus amounts for each of the other named executive officers of the ETP GP Entities.officers. The ETPETE Compensation Committee does not establish its own financial performance objectives in advance for purposes of determining whether to approve any annual bonuses, and the ETP Compensation Committeeit does not utilize any formulaic approach to determiningdetermine annual bonuses.
ETP’s internal financial budgets are generally developed for each business segment,TheETP Compensation Committee’s evaluation of performance and then aggregated with appropriate corporate level adjustments to reflectdetermination of an overall performance objective that is reasonable in light of market conditions and opportunities based on a high level of effort and dedication across all segments of ETP’s business. The evaluation of ETP’s performance versus its internal financial budgetavailable bonus pool is based on the ETP’srespective internal earnings target generally based on targeted EBITDA (the “Earnings Target”) budget and the performance of each department compared to the applicable departmental budget (with suchperformance measured based on the specific dollar amount of general and administrative expenses set for each department). The two performance criteria are weighted 75% on internal Earnings Target budget criteria and 25% on internal department financialbudget criteria. Internal Earnings Target is the primary performance factor in determining annual bonuses, while internal department financial budget criteria is considered to ensure that the Partnership is effectively managing general and administrative costs in a calendar year. In general, ETP’sprudent manner.
For 2016, the ETE Compensation Committee believes that performance at or above ETP’s internal EBITDA budget would support bonuses to named executive

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officers of the ETP GP Entities ranging from 100% to 140%130%, 130%, 160%, 130%, and 125%, respectively, of their annual base earnings. With the exception of Mr. Long, the targets for the other named executive officers were the same as for 2015. The increase to 130% from his previous target of 125% for Mr. Long was in recognition of his increased duties in serving as the Group Chief Financial Officer for 2016.
In February 2017, the ETP Compensation Committee certified 2016 performance results under the Bonus Plan, which resulted in a bonus target. For 2013, ETP’spayout of 95% of target, which reflected achievement of 93.9% of the internal Earnings Target and 100% of the budget criteria. Based on the approved results, the ETE Compensation Committee approved a short-term annual cash bonus target for Mr. McCrea of 140% of his annual base salary, 120% of his annual base salary for Mr. Salinas, 125% of his annual base salary for Mr. Mason and 100% of his annual base salary for Mr. Cargile. In the cases of Messrs. McCrea, Salinas and Mason, their annual bonus target was increased to its new level from a target of 100% of annual base salary consistent with the results of the Mercer study, while Mr. Cargile’s target remained at its 2012 level of 100% of annual base salary. In February 2014, ETP’s Compensation Committee approved cash bonuses relating to the 20132016 calendar year to Messrs. McReynolds, Long, McCrea, Salinas, Mason and CargileWhitehurst in the amounts of $1,080,961, $524,423, $646,635$712,922, $560,865, $1,533,990, $706,067, and $305,000,$597,717, respectively. The individual bonus amounts for each
In approving the 2016 bonuses of the named executive officer, other than ETP’s CEO, also reflectofficers, the ETPETE Compensation Committee’s viewCommittee took into account the achievement by the respective partnerships of all of the impact of such individual’s effortstargeted performance objectives for 2016 and contributions towards (i) achievement of ETP’s success in exceeding its internal financial budget, (ii) the development of new projects that are expected to result in increased cash flows from operations in future years, (iii) the completion of mergers, acquisitions or similar transactions that are expected to be accretive to the ETP and increase distributable cash flow, (iv) the overall management of ETP’s business, and (v) the individual performances of these individuals with respect to promoting ETP’s financial, strategiceach of the named executive officers, as well as the study results of Longnecker and operating objectives for 2013.Towers Watson. The cash bonuses awarded to each of the executive officers for 20132016 performance were consistent with the target.their applicable bonus pool targets.
ETE Equity Awards.  The Energy Transfer Equity Long-Term Incentive Plan (“ETE Plan”) authorizes the ETE Compensation Committee, in its discretion, to grant awards of restricted units, unit options and other awards related to ETE units at such times and upon such terms and conditions as it may determine in accordance with each such plan. For 2016, no equity awards were issued under the ETE Plan. The named executive officers, other than Mr. McReynolds, who does not currently receive equity awards on an annual basis, each participated under long-term incentive plans of ETP, Sunoco Logistics and/or Sunoco LP, as applicable. Notwithstanding the fact that the ETE Compensation Committee did not approve long-term awards under the ETE Plan, the ETE Compensation Committee did (as discussed below) set 2016 long-term incentive award targets for Messrs. Long, McCrea, Mason and Whitehurst. For 2016, the long-term incentive awards made to our named executive officers (other than Mr. McReynolds) were made in various allocations under the Second Amended and Restated Energy Transfer Partners, L.P 2008 Long-Term Incentive Plan (the “2008 Incentive Plan”) or the long-term incentive plans of ETE’s affiliates, including the Sunoco Partners LLC Long-Term Incentive Plan (the “Sunoco Logistics Plan”) and Sunoco LP 2012 Long-Term Incentive Plan (the “2012 Incentive Plan”).
From time to time, the compensation committees of ETP, Sunoco Logistics and/or Sunoco LP may make grants under the respective long-term incentive plans to employees and/or directors containing such terms as the respective compensation committee shall determine. The applicable compensation committee determines the conditions upon which the restricted units or restricted phantom units granted may become vested or forfeited, and whether or not any such restricted units or restricted phantom units will have distribution equivalent rights (“DERs”) entitling the grantee to distributions receive an amount in cash equal to cash distributions made by the respective partnership with respect to a like number of partnership common units during the restricted period.

In December of 2016, consistent with ETE’s compensation methodology, all of the restricted units and restricted phantom units granted under the long-term incentive plans of ETP, Sunoco Logistics and Sunoco LP, including to the named executive officers, provided for vesting of 60% at the end of the third year and vesting of the remaining 40% at the end of the fifth year, subject to continued employment of the named executive officers through each specified vesting date. The restricted units and restricted phantom unit awards entitle the grantee of the unit awards to receive, with respect to each partnership common unit subject to such restricted unit or restricted phantom unit award that has not either vested or been forfeited, a DER cash payment promptly following each such distribution to the partnership unitholders. In approving the grant of such unit awards, the applicable compensation committee took into account a number of performance factors as well as the long-term objective of retaining such individuals as key drivers of the partnership’s future success, the existing level of equity ownership of such individuals and the previous awards to such individuals of equity awards subject to vesting. Vesting of the 2016 awards would accelerate in the event of the death or disability of the named executive officer or in the event of a change in control of the respective partnership as that term is defined under the applicable long-term incentive plan.

For 2016, the annual long-term incentive targets set by the ETE Compensation Committee for the named executive officers were 500% of annual base salary for Mr. Long, which represents an increase from his previous target of 400%, 900% of annual base salary for Mr. McCrea, 500% of annual base salary for Mr. Mason and 400% of base salary for Mr. Whitehurst. The ETE Compensation Committee determinedapproved the increase to Mr. Long’s long-term incentive target in recognition of his additional responsibilities during 2016 as the Group Chief Financial Officer of the General Partner. The targets for the other named executive officers receiving equity awards remained the same as their targets from 2015. In approving long-term incentive awards for the named executive officers, the compensation committees of ETP, Sunoco Logistics and/or approvedSunoco LP utilized the termstargets set by the ETE Compensation Committee.
As described below in the section titled Affiliate/Subsidiary Equity Awards, for 2016, in discussions between the General Partner and the compensation committees of the general partners of ETP, Sunoco Logistics and Sunoco, it was determined that for 2016 the value of Messrs. Long, Mason and Whitehurst’s awards would be comprised of restricted/phantom unit grants awardedawards under the 2008 Incentive Plan, the Sunoco Logistics Plan and the 2012 Incentive Plan in consideration of their roles and responsibilities for all of the partnerships under ETE’s umbrella and, for Messrs. Long and Mason, as members of the Boards of Directors of the general partners of Sunoco and Sunoco Logistics, respectively. Mr. Long’s total 2016 long-term awards were allocated 50% to the 2008 Incentive Plan, 20% to the Sunoco Logistics Plan and 30% to the 2012 Incentive Plan. For Messrs. Mason and Whitehurst, their total 2016 long-term incentive awards were allocated 1/2 to the 2008 Incentive Plan, 1/4 to the Sunoco Logistics Plan and 1/4 to the 2012 Incentive Plan. For Mr. McCrea, his total 2016 long-term incentive awards were allocated approximately 2/3 to the 2008 Incentive Plan and 1/3 to the Sunoco Logistics Plan. At Sunoco Logistics, Mr. McCrea serves as Chairman of the Board of Sunoco Logistics’ general partner. It is expected that future long-term incentive awards to the named executive officers of ETE includingwill recognize a similar aggregation of restricted/phantom restricted units under long-term incentive plans of ETP, Sunoco Logistics and/or Sunoco LP, as applicable.
The ETP, Sunoco Logistics and SUN Compensation Committees have in the numberpast and may in the future, but are not required to, accelerate the vesting of unvested restricted unit awards in the event of the termination or retirement of an executive officer. None of the compensation committees accelerated the vesting of restricted unit awards to any ETE Common Units subjectnamed executive officers in 2016.
As discussed below under “Potential Payments Upon a Termination or Change of Control,” certain equity awards automatically accelerate upon a change in control event, which means vesting automatically accelerates upon a change of control irrespective of whether the officer is terminated. In addition, the 2014 awards to Messrs. McCrea and Whitehurst included a provision in the applicable award agreement for acceleration of unvested restricted unit/restricted phantom unit awards upon a termination of employment by the general partner of the applicable partnership issuing the award without “cause”. For purposes of the awards the term “cause” shall mean: (i) a conviction (treating a nolo contendere plea as a conviction) of a felony (whether or not any right to appeal has been or may be exercised), (ii) willful refusal without proper cause to perform duties (other than any such refusal resulting from incapacity due to physical or mental impairment), (iii) misappropriation, embezzlement or reckless or willful destruction of property of the partnership or any of its affiliates, (iv) knowing breach of any statutory or common law duty of loyalty to the unit awardpartnership or any of its or their affiliates, (v) improper conduct materially prejudicial to the business of the partnership or any of its or their affiliates by, (vi) material breach of the provisions of any agreement regarding confidential information entered into with the partnership or any of its or their affiliates or (vii) the continuing failure or refusal to satisfactorily perform essential duties to the partnership or any of its or their affiliates.
We believe that permitting the accelerated vesting of equity awards upon a change in control creates an important retention tool for us by enabling employees to realize value from these awards in the event that we undergo a change in control transaction. In addition, we believe permitting acceleration of vesting upon a change in control and the acceleration of vesting structureawards upon a termination without “cause” in the case of thosethe 2014 awards to Messrs. McCrea and Whitehurst creates a sense of stability in the course of transactions that could create uncertainty regarding their future employment and encourage these officers to remain focused on their job responsibilities.

Affiliate and Subsidiary Equity Awards. In addition to their roles as officers of our General Partner during 2016, Messrs. Long, McCrea, Mason and Whitehurst in their roles have certain responsibilities for all of the partnerships under ETE’s umbrella, including with respect to Mr. McCrea as member of the Boards of Directors of the general partners of ETP and Sunoco Logistics, with respect to Mr. Mason as a member of the Board of Directors of the general partner of Sunoco Logistics and with respect to Mr. Long, as Chief Financial Officer of ETP and a member of the Board of Directors of the general partner of Sunoco LP.
In December 2016, the ETP Compensation Committee approved grants of unit awards.awards to Messrs. Long, McCrea, Mason and Whitehurst of 28,688, 153,765, 36,115 and 25,437 units, respectively, under the 2008 Incentive Plan related to ETP common units. The SXL Compensation Committee in December 2016 approved grants of unit awards to Messrs. Long, McCrea, Mason and Whitehurst of 16,021, 105,738, 25,211 and 17,757 units, respectively, under the Sunoco Logistics Plan related to Sunoco Logistics common units. The SUN Compensation Committee in December 2015 approved grants of units awards to Messrs. Long, Mason and Whitehurst of 22,210, 23,300, and 16,410 units, respectively under the 2012 Incentive Plan related to Sunoco LP common units.
The terms and conditions of the restricted unit/phantom awards to Messrs. Long, McCrea, Mason and Whitehurst under the 2008 Incentive Plan, the Sunoco Logistics Plan and the 2012 Incentive Plan, as applicable, were the same and provided for vesting over a five-year period, with 60% vesting at the end of the third year and the remaining 40% vesting at the end of the fifth year, subject generally to continued employment through each specified vesting date. All of the awards grantedwould be accelerated in the event of their death, disability or upon a change in control.
Unit Ownership Guidelines. In December 2013, the Board of Directors of our General Partner adopted the Executive Unit Ownership Guidelines (the “Guidelines”), which set forth minimum ownership guidelines applicable to certain executives of ETE and ETP with respect to ETE, ETP, Sunoco Logistics and Sunoco LP common units representing limited partnership interests, as applicable. The applicable Guidelines are denominated as a multiple of base salary, and the amount of common units required to be owned increases with the level of responsibility. Under these Guidelines, Mr. McReynolds as ETE’s President and Mr. McCrea as Group Chief Operations Officer and Chief Commercial Officer are expected to own common units having a minimum value of five times their base salaries and Messrs. Long, Mason and Whitehurst are expected to own common units having a minimum value of four times their base salaries. In addition to the named executive officers, the Guidelines also apply to other executives, all of whom are expected to own either directly or indirectly in accordance with the terms of the Guidelines, common units having minimum values ranging from two to four times their respective base salaries.
The ETE Compensation Committee believes that the ownership of ETE, ETP, Sunoco Logistics and/or Sunoco LP common units, as reflected in these Guidelines, is an important means of tying the financial risks and rewards for its executives to ETE’s total unitholder return, aligning the interests of such executives with those of ETE’s Unitholders, and promoting ETE’s interest in good corporate governance.
Covered executives are generally required to achieve their ownership level within five years of becoming subject to the Guidelines; however, certain covered executives, based on their tenure as an executive, are required to achieve compliance within two years of the December 2013 effective date of the Guidelines. Thus, compliance with the Guidelines was required for Messrs. McReynolds, McCrea and Mason beginning in December 2015, and they were compliant. Compliance for Mr. Long will be required in December 2018, and compliance for Mr. Whitehurst will be required in August 2019.
Covered executives may satisfy the Guidelines through direct ownership of ETE, ETP, Sunoco Logistics, and/or Sunoco LP common units or indirect ownership by certain immediate family members. Direct or indirect ownership of ETE, ETP, Sunoco Logistics and/or Sunoco LP common units shall count on a one-to-one ratio for purposes of satisfying minimum ownership requirements; however, unvested unit awards may not be used to satisfy the minimum ownership requirements.
Executive officers, including the named executive officers, who have not yet met their respective guideline must retain and hold all common units (less common units sold to cover the executive’s applicable taxes and withholding obligation) received in connection with long-term incentive awards. Once the required ownership level is achieved, ownership of the required common units must be maintained for as long as the covered executive is subject to the Guidelines. However, those individuals who have met or exceeded their applicable ownership level guideline may dispose of the common units in a manner consistent with applicable laws, rules and regulations, including regulations of the SEC and our internal policies, but only to the extent that such individual’s remaining ownership of common units would continue to exceed the applicable ownership level.
The Board of Directors of ETP’s general partner and Sunoco Logistics’ general partner approved and adopted policies substantially identical to the Guidelines described above.
Qualified Retirement Plan Benefits.  The Energy Transfer Partners GP, L.P. 401(k) Plan (the “ETP 401(k) Plan”) is a defined contribution 401(k) plan, which covers substantially all of our employees, including the named executive officers. Employees may elect to defer up to 100% of their eligible compensation after applicable taxes, as limited under the Internal Revenue Code.

We make a matching contribution that is not less than the aggregate amount of matching contributions that would be credited to a participant’s account based on a rate of match equal to 100% of each participant’s elective deferrals up to 5% of covered compensation. The amounts deferred by the participant are fully vested at all times, and the amounts contributed by the Partnership become vested based on years of service. We provide this benefit as a means to incentivize employees and provide them with an opportunity to save for their retirement.
The Partnership provides a 3% profit sharing contribution to employee 401(k) accounts for all employees with a base compensation below a specified threshold. The contribution is in addition to the 401(k) matching contribution and employees become vested based on years of service.
Health and Welfare Benefits.  All full-time employees, including our named executive officers may participate in ETP GP’s health and welfare benefit programs including medical, dental, vision, flexible spending, life insurance and disability insurance.
Termination Benefits.  Our named executive officers do not have any employment agreements that call for payments of termination or severance benefits or that provide for any payments in the event of a change in control of our General Partner. The ETP 2004 Unit Plan provides for immediate vesting of all unvested restricted unit awards in the event of a change in control, as defined in the applicable plan. In addition, the ETP 2008 Incentive Plan and 2011 Incentive Plan provide the ETP Compensation Committee with the discretion, unless otherwise specified in the applicable award agreement, to provide for immediate vesting of all unvested restricted unit awards in the event of a (i) change of control, as defined in the plan; (ii) death or (iii) disability, as defined in the applicable plan. In the case of the December 2014 and 2015 long-term incentive awards to the named executive officers under this equity incentive plan have consisted ofETP’s 2008 Incentive Plan, the Sunoco Logistics Plan or the 2012 Incentive Plan, the awards would immediately and fully vest all unvested restricted unit awards that are subjectin the event of a change of control, as defined in the applicable plan. Please refer to vesting over“Compensation Tables - Potential Payments Upon a specified time period. ETE Common Units are issued upon grantTermination or Change of the award, subject to forfeiture of unvested units upon termination of employment during the vesting period.Control” for additional information.
InAdditionally, in connection with JamieMr. Welch joining ETE as Group Chief Financial Officer and Head of Business Development effective as of April 29, 2013, ETE agreed to award Mr. Welch 1,500,0003,000,000 Common Units of ETE (after adjustment for the January 2014 and July 2015 two-for-one split)splits), subject to a period of restriction, under the Energy Transfer Equity, L.P. Long-Term IncentiveETE Plan pursuant to a Unit Award Under Long-Term Incentive Plan and the Time-Vested Restricted Unit Award Agreement, each dated as of April 29, 2013 (the “Original Award Agreements”). On December 23, 2013, ETE and Mr. Welch entered into (i) a Rescission Agreement in order to rescind the original offer letter to the extent it relates to the award of 1,500,000 Common Units3,000,000 common units of ETE (after adjustment for the January 2014 and July 2015 two-for-one split)splits) to Welch, the Original Award Agreements, and the receipt of cash amounts by Mr. Welch with respect to such awarded units and (ii) a new Class D Unit Agreement between ETE and Mr. Welch (the “Class D Unit Agreement”) providing for the issuance to Mr. Welch of an aggregate of 1,540,0003,080,000 Class D Units of ETE (after unit split adjustment)adjustments), which number of Class D Units includes an additional 40,00080,000 Class D Units that were issued to Mr. Welch in connection with other changes to his original offer letter.
Under the terms of the Class D Unit Agreement, as amended, 30% of the Class D Units granted to Mr. Welch will convertconverted to ETE Common Unitscommon units on a one-for-one basis on March 31, 2015, and the remaining 70% will35% were scheduled to convert to ETE Common Unitscommon units on a one-for-one basis on March 31, 2018, and the remaining 35% were scheduled to convert to ETE common units on a one-for-one basis on March 31, 2020, subject in each case to Mr. Welch being in Good Standing with ETE (as defined in the Class D Unit Agreement) and there being a sufficient amount of gain available to be allocated to the Class D Units being converted so as to cause the capital account of each such unit to equal the capital account of an ETE Common Unit on the conversion date. UponPursuant to the terms of the Class D Unit Agreement, upon a Change of Control (as defined in the Class D Unit Agreement), Termination without Cause or for Good Reason (as defined in the Class D Unit Agreement) or upon death or disability, all of the Class D Units issued to Mr. Welch will convertwould be convertible to ETE Common Units subject again to the availability of a sufficient amount of allocable gain and the requirement of Good Standing will cease to apply.
The issuance ofIn August 2016, ETE Common Units pursuant to ETE’s equity incentive plan is intended to serve as a means of incentive compensation; therefore, no consideration will be payable by the plan participants upon vesting and issuanceMr. Welch entered into an additional amendment of the ETE Common Units.
In addition to his initial award discussed above, Mr. Welch is eligible on an annual basis to receive annual long-term incentive awards underClass D Unit Agreement which modified the Energy Transfer Equity, L.P. Long-Term Incentive Plan or the long-term incentive plans of ETE’s affiliates. For 2013, ETE’s Compensation Committee set Mr. Welch’s long-term incentive award target at 200% of his base. As described below in the section titled Subsidiary Equity Awards,conversion schedule and provided for 2013, in discussions between the ETE Compensation Committee and the Chairmanconversion of the Board of ETE, as well as the compensation committees of the general partners of ETP, Regency and Sunoco Logistics, it was determined that for 2013 that value of Mr. Welch’s ward would be comprised of restricted/phantom unit awards under the ETP and Regency equity incentive plans in consideration of his roles and responsibilities as Group Chief Financial Officer for all of the partnerships under ETE’s umbrella and as a member of the Boards of Directors of the general partners of ETP and Sunoco Logistics. It is anticipated that the long-term equity awards of Mr. Welch will continue to recognize some levels of aggregation of restricted/phantom units being awarded under the ETP, Regency and Sunoco Logistics equity incentive plans in future years. Each of the unit awards provide for vesting over a five-year period, with 60% at the end of the third year and the

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remaining 40% vesting at the end of the fifth year, subject to continued employment through each specified vesting date and entitle Mr. Welch to receive DERs on the unvested units.
ETP Equity Awards.  Each of ETP’s 2004 Unit Plan and 2008 Incentive Plan authorizes the ETP Compensation Committee, in its discretion, to grant awards of restricted units, unit options and other awards related to ETP common units at such times and upon such terms and conditions as it may determine in accordance with each such plan. The ETP Compensation Committee determined and/or approved the terms of the unit grants awarded to the named executive officers of the ETP GP Entities, including the number of ETP common units subject to the unit award and the vesting structure of those unit awards. All of the awards granted to ETP’s named executive officers under these equity incentive plans have consisted of restricted unit awards that are subject to vesting over a specified time period. Upon vesting of any unit award, ETP common units are issued.
In consideration of the results of the Mercer study for 2013, the ETP Compensation Committee approved increased long-term incentive awards targets for certain of the ETP named executive officers. Mr. McCrea’s long-term incentive target increased from 330% of his annual base salary to 700% of his base salary, Mr. Salinas’ annual long-term incentive target increased from 250% of his annual base salary to 300%, Mr. Mason’s annual long-term incentive target increased from 270% of his annual base salary to 400% and Mr. Cargile’s target remained at 150% of annual base salary. In December 2013, the ETP Compensation Committee approved grants of unit awards to Messrs. McCrea, Salinas, Mason and Cargile of 69,375 ETP common units, 16,724 ETP common units, 40,923 ETP common units and 9,500 ETP common units, respectively. These unit awards provide for vesting over a five-year period, with 60% vesting at the end of the third year and the remaining 40% vesting at the end of the fifth year, subject to continued employment through each specified vesting date. As described below in the section titled Subsidiary Equity Awards, for 2013, in discussions between the ETP Compensation Committee and the CEO as well as the compensation committee of the general partner of Sunoco Logistics, it was determined that approximately 33% of the total long-term incentive award target values of Messrs. McCrea and Salinas would be composed of restricted units awarded under Sunoco Logistics’ equity incentive plan in considerations for their roles and responsibilities at Sunoco Logistics in addition to ETP. At Sunoco Logistics, Mr. McCrea serves as Chairman of the Board of Sunoco Logistics’ general partner and Mr. Salinas serves as a member of the board and Chief Financial Officer of Sunoco Logistics’ general partner. It is expected that the long-term equity awards of Messrs. McCrea and Salinas will recognize a similar aggregation of restricted units being awarded under our equity incentive plan and Sunoco Logistics’ equity incentive plan in future years. The terms and conditions of the restricted unit awards to Messrs. McCrea and Salinas under the Sunoco Logistics equity plan are identical to the terms and conditions of the restricted unit awards under ETP’s equity plan to Messrs. McCrea and Salinas.
These unit awards entitle the recipients of the unit awards to receive, with respect to each ETP common unit subject to such award that has not either vested or been forfeited, DER cash payment promptly following each such distribution by ETP to its Unitholders. In approving the grant of such unit awards, the ETP Compensation Committee took into account the same factors as discussed above under the caption “Annual Bonus,” the long-term objective of retaining such individuals as key drivers of the Partner’s future success, the existing level of equity ownership of such individuals and the previous awards to such individuals of equity unit awards subject to vesting.
The issuance of ETP common units pursuant to ETP’s equity incentive plans is intended to serve as a means of incentive compensation; therefore, no consideration will be payable by the plan participants upon vesting and issuance of the ETP common units.
The unit awards under ETP’s equity incentive plans generally require the continued employment of the recipient during the vesting period, provided however, the unvested awards will be accelerated in the event of a change in control of ETP or the death or disability of the award recipient prior to the applicable vesting period being satisfied. The ETP Compensation Committee has in the past and may in the future, but is not required to, accelerate the vesting of unvested unit awards in the event of the termination or retirement of an executive officer. The ETP Compensation Committee did not accelerate the vesting of unit awards to any named executive officers in 2013.
ETE Unit Ownership Guidelines. In December 2013, the Board of Directors of our General Partner adopted the ETE Executive Unit Ownership Guidelines (“the Guidelines”), which set forth minimum ownership guidelines applicable to certain executives of ETE with respect to ETE Common Units representing limited partnership interests in ETE. The applicable unit ownership guidelines are denominated as a multiple of base salary, and the amount of ETE Common Units required to be owned increases with the level of responsibility. Under these guidelines, Mr. McReynolds as ETE’s President is expected to own ETE Common Units having a minimum value of five times his base salary, while Mr. Welch is expected to own ETE Common Units having a minimum value of four times his base salary. In addition to the named executive officers, these Guidelines also apply to other covered executives, which are expected to own either directly or indirectly in accordance with the terms of the Guidelines ETE Common Units having minimum values ranging from two to four times their respective base salaries.

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The ETE Compensation Committee believes that the ownership of ETE Commonunconverted 2,156,000 Class D Units as reflected in these Guidelines, is an important means of tying the financial risks and rewards for its executives to ETE’s total unitholder return, aligning the interests of such executives with those of ETE’s Unitholders, and promoting ETE’s interest in good corporate governance.September 1, 2016.
Covered executives are generally required to achieve their ownership level within five years of becoming subject to the guidelines; however, certain covered executives, based on their tenure as an executive, are required to achieve compliance within two years of the December 2013 effective date of the Guidelines. Thus, compliance with the guidelines will be required for Mr. McReynolds beginning in December 2015 and for Mr. Welch in December 2018.
Covered executives may satisfy the guidelines through direct ownership of ETE Common Units or indirect ownership by certain immediate family members. Direct or indirect ownership of ETE Common Units shall count on a one to one ratio for purposes of satisfying minimum ownership requirements; however, unvested unit awards may not be used to satisfy the minimum ownership requirements.
Executive officers who have not yet met their respective guideline must retain and hold all ETE Common Units (less ETE Common Units sold to cover the executive’s applicable taxes and withholding obligation) received in connection with long-term incentive awards. Once the required ownership level is achieved, ownership of the required ETE Common Units must be maintained for as long as the covered executive is subject to the guidelines. However, those individuals who have met or exceeded their applicable ownership guideline may dispose of the ETE Common Units in a manner consistent with applicable laws, rules and regulations, including regulations of the SEC and ETE’s internal policies, but only to the extent that such individual’s remaining ownership of ETE Common Units would continue to exceed the applicable ownership guideline.
The Board of Directors of ETP’s General Partner approved and adopted the ETP Executive Ownership Guidelines (the “ETP Guidelines”) in December 2013 as well. The ETP Guidelines are substantially identical to the Guidelines described above. Under the ETP Guidelines, Mr. McCrea, the President and Chief Operating Officer of ETP is expected to own ETP common units having a minimum value of five times his base salary, while each of ETP’s remaining named executive officers (other than the CEO) are expected to own ETP common units having a minimum value of four times their respective base salary. In addition to the named executive officers, the ETP Guidelines also apply to other covered ETP executives, which executives are expected to own either directly or indirectly in accordance with the terms of the ETP Guidelines ETP common units having minimum values ranging from two to four times their respective base salary.
Subsidiary Equity Awards.
ETE Named Executive Officers. In his role as Group Chief Financial Officer, Mr. Welch provides services to each of ETE, ETP, Regency and Sunoco Logistics. Mr. Welch also serves on the board of the general partners of ETE, ETP and Sunoco Logistics. In connection with these roles for each ETP and Regency, the compensation committees of the general partners of ETP and Regency, in consultation with ETE’s President, determined that for 2013, Mr. Welch’s long-term incentive award would be split equally between restricted/phantom unit awards under the ETP and Regency equity incentive plans. As such, (i) the ETP Compensation Committee awarded Mr. Welch a time-based restricted unit award of 6,900 units; and (ii) the Regency Compensation Committee awarded Mr. Welch a time-based phantom unit award of 15,000 units. Each of the unit awards provide for vesting over a five-year period, with 60% vesting at the end of the third year and the remaining 40% vesting at the end of the fifth year, subject to continued employment through each specified vesting date and entitle Mr. Welch to receive DERs on the unvested units.
ETP Named Executive Officers. In addition to their roles as officers of ETP GP, Messrs. McCrea and Salinas also serve as officers and directors of the general partner of Sunoco Logistics. In connection with those roles at Sunoco Logistics’ general partner, in December 2013, the compensation committee of Sunoco Logistics’ general partner awarded Messrs. McCrea and Salinas time-based restricted units of Sunoco Logistics in the amount of 27,300 units and 6,550 units, respectively. The terms and conditions of the restricted unit awards to Messrs. McCrea and Salinas under the Sunoco Logistics equity plan are identical to the terms and conditions of the restricted unit awards under ETP’s equity plan to Messrs. McCrea and Salinas.
The previous annual grant of Sunoco Logistics equity awards occurred in January 2013, at which time Messrs. McCrea and Salinas were granted 16,667 units and 8,333 units, respectively. These awards are reflected as compensation in 2013 for Messrs. McCrea and Salinas in the “Compensation Tables” section below.
Affiliate Equity Awards.  McReynolds Energy Partners, L.P., the general partner of which is owned and controlled by the President of our General Partner, has voluntarily elected to award to certain officers of ETP certain rights related to units of ETE previously issued by ETE to such partnership. These rights include the economic benefits of ownership of these ETE units based on a five-year vesting schedule whereby the officer vested in the ETE units at a rate of 20% per year. As these ETE units conveyed to the recipients of these awards upon vesting from a partnership that is not owned or managed by ETE or ETP, none of the costs related to such awards were paid by ETE or ETP. ETP recognized non-cash compensation expense over the vesting period based on the grant date fair value of the ETE units awarded the ETP employees assuming no forfeitures. As of December 31, 2013, no such

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affiliate equity awards remained outstanding. During 2013, Messrs. McCrea and Salinas vested in rights related to ETE units of 84,000 and 96,000, respectively (after adjustment for ETE’s two-for-one Common Unit split in January 2014).
Qualified Retirement Plan Benefits.  ETP GP has established a defined contribution 401(k) plan, which covers substantially all employees of ETE and ETP, including named executive officers. Employees may elect to their up to 100% of defined eligible compensation after applicable taxes, as limited under the Internal Revenue Code. We make a matching contribution that is not less than the aggregate amount of matching contributions that would be credited to a participant’s account based on a rate of match equal to 100% of each participant’s elective deferrals up to 5% of covered compensation. The amounts deferred by the participant and the amounts deferred by the Partnership or ETP are fully vested at all times. We provide this benefit as a means to incentivize employees and provide them with an opportunity to save for their retirement.
Beginning in January 2013, the Partnership provides a 3% profit sharing contribution to employee 401(k) accounts for all employees with a base compensation below a specified threshold. The contribution is in addition to the 401(k) matching contribution and employees become vested based on years of service.
Health and Welfare Benefits.  All full-time employees, including our and ETP’s named executive officers, may participate in ETP GP’s health and welfare benefit programs including medical, dental, vision, flexible spending, life insurance and disability insurance.
Termination Benefits.  ETE’s and ETP’s named executive officers do not have any employment agreements that call for payments of termination or severance benefits or that provide for any payments in the event of a change in control of our General Partner. Each of ETE’s and ETP’s long-term incentive plans provides for immediate vesting of all unvested unit awards in the event of a change of control, as defined in the respective plan. Please refer to “– Compensation Tables – Potential Payments Upon a Termination or Change of Control” for additional information.
In addition, ETP GP has also adopted the ETP GP Severance Plan and Summary Plan Description effective as of June 12, 2013, (the “Severance Plan”), which provides for payment of certain severance benefits in the event of Qualifying Termination (as that term is defined in the Severance Plan). In general, the Severance Plan provides payment of two weeks of annual base salary for each year or partial year of employment service with the ETP up to a maximum of fifty-two weeks or one year of annual base salary (with a minimum of four weeks of annual base salary) and up to three months of continued group health insurance coverage. The Severance Plan also provides that the ETPwe may determine to pay benefits in addition to those provided under the Severance Plan based on special circumstances, which additional benefits shall be unique and non-precedent setting. The Severance Plan is available to all salaried employees on a nondiscriminatory basis; therefore, amounts that would be payable to ETE’s and/or ETP’sour named executive officers upon a Qualified

Termination have been excluded from “Compensation Tables – Potential Payments Upon a Termination or Change of Control” below.
ETP Non-Qualified Deferred Compensation Plan.  ETE does not have a deferred compensation plan. ETP maintains (the “ETP NQDC Plan”) is a deferred compensation plan, (“DC Plan”), which permits eligible highly compensated ETP employees to defer a portion of their salary, bonus, and/or bonusquarterly non-vested phantom unit distribution equivalent income until retirement, or termination of employment or other designated distribution. Underdistribution event. Each year under the DCETP NQDC Plan, each year eligible ETP employees are permitted to make an irrevocable election to defer up to 50% of their annual base salary, 50% of their quarterly non-vested phantom unit distribution income, and/or 50% of their discretionary performance bonus compensation to be earned for services performed during the following year. Pursuant to the DCETP NQDC Plan, ETP may make annual discretionary matching contributions to participants’ accounts; however, ETP has not made any discretionary contributions to participants’ accounts and currently has no plans to make any discretionary contributions to participants’ accounts. All amounts credited under the DCETP NQDC Plan (other than discretionary credits) are immediately 100% vested. Participant accounts are credited with deemed earnings (or losses)or losses based on hypothetical investment fund choices made by the participants among available funds.
Participants may elect to have their accountsaccount balances distributed in one lump sum payment or in annual installments over a period of three or five years upon retirement, and in a lump sum upon other termination.termination events. Participants may also elect to take lump-sum in-service withdrawals five years or longer in the future, and such scheduled in-service withdrawals may be further deferred prior to the withdrawal date. Upon a change in control (as defined in the DCETP NQDC Plan) of ETP, all DCETP NQDC Plan accounts are immediately vested in full. However, distributions are not accelerated and, instead, are made in accordance with the DCETP NQDC Plan’s normal distribution provisions unless a participant has elected to receive a change of control distributionsdistribution pursuant to his deferral agreement. Mr. Owens is our only NEO to participate in this plan.
Risk Assessment Related to our Compensation Structure.  We believe that the compensation plans and programs for our named executive officers, of ETE and ETP, as well as our other employees, are appropriately structured and are not reasonably likely to result in material risk to ETE or ETP.us. We believe these compensation plans and programs are structured in a manner that does not promote excessive risk-taking that could harm theour value of ETE or ETP or reward poor judgment. We also believe ETE and ETPwe have allocated compensation among base salary and short and long-term compensation in such a way as to not encourage excessive risk-taking. In particular, ETE and ETPwe generally do not adjust base annual salaries for executive officers and other employees significantly from year to year, and therefore the annual base salary of our employees is not generally impacted by our overall

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financial performance or the financial performance of a portion of our operations. ETE and ETPOur subsidiaries generally determine whether, and to what extent, their respective named executive officers receive a cash bonus based on achievement of specified financial performance objectives as well as the individual contributions of our named executive officers to the Partnership’s success. ETEWe and ETPour subsidiaries use restricted units rather than unit options for equity awards because restricted units retain value even in a depressed market so that employees are less likely to take unreasonable risks to get, or keep, options “in-the-money.” Finally, the time-based vesting over five years for ETE’s and ETP’sour long-term incentive awards ensures that the interests of employees align with those of the respectiveour unitholders of ETE and ETPour subsidiaries’ unitholders for theour long-term performance of ETE and ETP.performance.
Tax and Accounting Implications of Equity-Based Compensation Arrangements
Deductibility of Executive Compensation
We are a limited partnership and not a corporation for U.S. federal income tax purposes. Therefore, we believe that the compensation paid to the named executive officers is not subject to the deduction limitations under Section 162(m) of the Internal Revenue Code and therefore is generally fully deductible for U.S. federal income tax purposes.
Accounting for Unit-Based Compensation
For unit-based compensation arrangements including equity-based awards issued to certain of ETP’s named executive officers by Mr. McReynolds (as discussed above), we record compensation expense over the vesting period of the awards, as discussed further in Note 9 to our consolidated financial statements.
Compensation Committee Interlocks and Insider Participation
During 2012,2016, the members of the ETE Compensation Committee were Mr. Turner and Mr. Ted Collins, Jr., until October 31, 2016, at which time Mr. resigned from the board of directors of our General Partner. Subsequent to October 31, 2016, matters concerning Mr. McReynolds’ compensation were deliberated by the members of the board of directors of our General Partner who would be eligible to serve on the ETE Compensation Committee, which consisted of Messrs. Harkey, RamseyTurner, Brannon and Turner, as well as former board members, Mr. Ray C. Davis and Mr. David R. Albin.  Messrs. Ramsey and Albin participated in such deliberations during the portion of 2012 for which they served on the board.  During that time, noneWilliams. None of Messrs. Harkey, Ramsey, Turner, DavisBrannon or AlbinWilliams was an officer or employee of ETEus or any of itsour subsidiaries or served as an officer of any company with respect to which any of ETE’sour executive officers served on such company’s board of directors. In addition, Mr. Davis, who resigned from the boardTurner is not a former employee of directorsours or any of our General Partner in February 2013, formerly served as Co-Chief Executive Officer and Co-Chairman of the board of directors of the General Partner of ETP until 2007.subsidiaries.
In February 2013, Messrs. Harkey and Ramsey were appointed to the Compensation Committee.
Report of Compensation Committee
The board of directors of our General Partner has reviewed and discussed the section entitled “Compensation Discussion and Analysis” with the management of ETE. Based on this review and discussion, we have recommended that the Compensation Discussion and Analysis be included in this annual report on Form 10-K.

The Compensation Committee of the
Board of Directors of LE GP, LLC,
general partner of Energy Transfer Equity, L.P.

JohnK. Rick Turner
Richard D. Harkey, Jr.
Matthew S. Ramsey

Brannon
The foregoing report shall not be deemed to be incorporated by reference by any general statement or reference to this annual report on Form 10-K into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under those Acts.

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Compensation Tables
Summary Compensation Table
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 2013 $560,577
 $700,721
 $
 $
 $
 $
 $13,856
 $1,275,154
President 2012 550,000
 522,500
 
 
 
 
 13,834
 1,086,334
 2011 550,000
 550,000
 
 
 
 
 12,795
 1,112,795
Jamie Welch 2013 272,885
 550,000
 44,427,760
 
 
 
 180
 45,250,825
Group Chief Financial Officer and Head of Business Development                  
                  
ETP Officers:                  
Kelcy L. Warren (4)
 2013 5,814
 
 
 
 
 
 
 5,814
Chief Executive Officer 2012 3,700
 
 
 
 
 
 
 3,700
 2011 3,240
 
 
 
 
 
 
 3,240
Martin Salinas, Jr. 2013 437,019
 524,423
 1,861,698
 
 
 56,036
 26,136
 2,905,312
Chief Financial Officer 2012 392,750
 375,000
 755,515
 
 
 23,261
 26,140
 1,572,666
 2011 360,532
 400,000
 1,128,500
 
 
 (6,462) 25,020
 1,907,590
Marshall S. (Mackie) McCrea, III 2013 772,115
 1,080,961
 6,715,336
 
 
 
 13,323
 8,581,735
President and Chief Operating Officer 2012 690,000
 700,000
 1,510,985
 
 
 
 12,802
 2,913,787
 2011 615,049
 750,000
 9,542,520
 
 
 
 12,972
 10,920,541
Thomas P. Mason 2013 517,308
 646,635
 2,308,057
 
 
 
 36,923
 3,508,923
Senior Vice President, General Counsel and Secretary 2012 466,424
 500,000
 1,359,900
 
 
 
 35,998
 2,362,322
 2011 432,901
 750,000
 1,805,600
 
 
 
 32,590
 3,021,091
Richard Cargile 2013 331,250
 305,000
 535,800
 
 
 83,943
 13,323
 1,269,316
President of Midstream Operations 2012 237,500
 230,000
 1,379,880
 
 
 3,534
 12,279
 1,863,193
                 

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 (3)
($)
 
All Other
Compensation (4)
($)
 
Total
($)
ETE Officers:                  
John W. McReynolds 2016 $577,280
 $712,922
 $
 $
 $
 $
 $10,768
 $1,300,970
President 2015 560,154
 700,893
 
 
 
 
 11,103
 1,272,150
 2014 550,000
 687,500
 
 
 
 
 9,565
 1,247,065
Thomas E. Long 2016 454,154
 560,865
 2,007,697
 
 
 
 14,679
 3,037,395
Group Chief Financial Officer 2015 399,207
 480,296
 1,447,063
 
 
 
 14,282
 2,340,848
 2014 326,221
 391,465
 777,850
 
 
 
 14,032
 1,509,568
Marshall S. (Mackie) McCrea, III 2016 1,009,231
 1,533,990
 8,059,413
 
 
 
 14,818
 10,617,452
Group Chief Operating Officer and Chief Commercial Officer 2015 840,385
 1,294,192
 6,646,354
 
 
 
 14,282
 8,795,213
 2014 800,000
 1,120,000
 5,829,111
 
 
 
 14,072
 7,763,183
Thomas P. Mason 2016 571,729
 706,067
 2,524,064
       14,818
 3,816,678
Executive Vice President and General Counsel 2015 557,615
 6,300,000
 2,253,927
 
 
 
 14,282
 9,125,824
 2014 550,000
 687,500
 2,009,668
 
 
 
 37,576
 3,284,744
Brad Whitehurst 2016 503,354
 597,717
 1,777,758
       14,816
 2,893,645
Executive Vice President and Head of Tax 2015 485,962
 584,673
 1,587,514
 
 
 
 37,947
 2,696,096
 2014 184,519
 570,000
 6,489,787
 
 
 
 63,492
 7,307,798
Jamie W. Welch 2016 113,300
 
 
 
 
 
 4,793
 118,093
Former Group Chief Financial Officer and Head of Business Development 2015 557,615
 
 2,253,927
 
 
 
 13,610
 2,825,152
 2014 550,000
 687,500
 2,434,757
 
 
 7,765
 13,360
 3,693,382
(1) 
The discretionary cash bonus amounts forearned named executive officers for 20132016 reflect cash bonuses approved by the ETE and ETP Compensation Committees in February 20142016 that are expected to be paid inon or before March 2014.15, 2017.
(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 for additional assumptions underlying the value of the equity awards.
(3) 
During 2016, Mr. Welch had a loss of $130,140 under the ETP NQDC Plan.
(4)
The amounts reflected for 20132016 in this column include (i) matching contributions to the ETP 401(k) planPlan made by ETE on behalf of the named executive officer of $12,212 for Mr. McReynolds, (ii) contributions to the 401(k) plan made by ETP on behalf of the named executive officers of $9,327 for Mr. Salinas$9,200, $13,250, $13,250, $13,250, $13,250 and $12,750 each$4,532 for Messrs. McReynolds, Long, McCrea, Mason, Whitehurst and Cargile, (iii) expenses paid by us for housing for Messrs. SalinasWelch, respectively, and Mason near our executive office in Dallas, and (iv)(ii) the dollar value of life insurance premiums paid for the benefit of the named executive officers. Vesting in 401(k) contributions occurs immediately.
(4)
Mr. Warren voluntarily determined that his salary would be reduced to $1.00 per year (plus an amount sufficient to cover his allocated payroll deductions for health and welfare benefits). He does not accept a cash bonus or any equity awardsThe amounts deferred by the executive officers under the equity incentive plans.applicable 401(k) plan are fully vested at all times.

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Grants of Plan-Based Awards Table
Name Grant Date 
All Other Unit Awards: Number of Units
(#) (1)
 
All Other Option Awards: Number of Securities Underlying Options
(#)
 
Exercise or Base Price of Option Awards
($ / Unit)
 
Grant Date Fair Value of Unit Awards
(2)
ETE Officers:          
ETE Unit Awards:          
John W. McReynolds N/A 
 
 $
 $
Class D Units:          
Jamie Welch(3)
 12/23/2013 1,540,000
 
 
 43,649,800
ETP Unit Awards:          
Jamie Welch 12/30/2013 6,900
 
 
 389,160
Regency Unit Awards:          
Jamie Welch 1/3/2014 15,000
     388,800
ETP Officers:          
ETP Unit Awards:          
Kelcy L. Warren N/A 
 
 
 
Martin Salinas, Jr. 12/30/2013 16,724
 
 
 943,234
Marshall S. (Mackie) McCrea, III 12/30/2013 69,375
 
 
 3,912,750
Thomas P. Mason 12/30/2013 40,923
 
 
 2,308,057
Richard Cargile 12/30/2013 9,500
 
 
 535,800
Sunoco Logistics Unit Awards:          
Martin Salinas, Jr. 12/5/2013 6,550
 
 
 445,400
  1/24/2013 8,333
 
 
 473,064
Marshall S. (Mackie) McCrea, III 12/5/2013 27,300
 
 
 1,856,400
  1/24/2013 16,667
 
 
 946,186
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)
ETP Unit Awards:          
Thomas E. Long 12/29/2016 28,688
 
 $
 $1,030,186
Marshal S. (Mackie) McCrea, III 12/29/2016 153,765
 
 
 5,521,701
Thomas P. Mason 12/29/2016 36,115
 
 
 1,296,890
Bradford D. Whitehurst 12/29/2016 25,437
 
 
 913,443
Sunoco Logistics Unit Awards:          
Thomas E. Long 12/29/2016 16,021
 
 
 384,504
Marshal S. (Mackie) McCrea, III 12/29/2016 105,738
 
 
 2,537,712
Thomas P. Mason 12/29/2016 25,211
 
 
 605,064
Bradford D. Whitehurst 12/29/2016 17,757
 
 
 426,168
Sunoco LP Unit Awards:          
Thomas E. Long 12/29/2016 22,210
 
 
 593,007
Thomas P. Mason 12/29/2016 23,300
 
 
 622,110
Bradford D. Whitehurst 12/29/2016 16,410
 
 
 438,147
(1)
ETE Unit amounts reflect the two-for-one split of ETE Common Units in January 2014.
(2) 
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.
(3)
Mr. Welch’s award consists of 1,540,000 Class D Units. As discussed above under “Compensation Discussion and Analysis – ETE Equity Awards,” Mr. Welch was originally granted an award of ETE Common Units in April 2013; however, the award was subsequently rescinded and replaced with a new grant of 1,540,000 Class D Units in December 2013.
Narrative Disclosure to Summary Compensation Table and Grants of the Plan-Based Awards Table
A description of material factors necessary to understand the information disclosed in the tables above with respect to salaries, bonuses, equity awards, nonqualified deferred compensation earnings (and losses), and 401(k) plan contributions can be found in the compensation discussionCompensation Discussion and analysisAnalysis that precedes these tables.

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Outstanding Equity Awards at 2016 Fiscal Year-End Table
Name 
Grant Date
(1)
 Unit Awards
Equity Incentive Plan Awards: Number of Units That Have Not Vested/Converted
(#) (1) (2)
 
Equity Incentive Plan Awards: Market or Payout Value of Units That Have Not Vested/Converted
($) (3)
ETE Officers:      
ETE Unit Awards:      
John W. McReynolds 2/24/2011 30,000
 $1,226,100
  12/29/2009 12,000
 490,440
Class D Units:      
Jamie Welch 12/23/2013 1,540,000
 62,939,800
ETP Unit Awards:      
Jamie Welch 12/30/2013 6,900
 395,025
Regency Unit Awards:      
Jamie Welch 1/3/2014 15,000
 393,900
ETP Officers:      
ETP Unit Awards:      
Kelcy L. Warren N/A 
 
Martin Salinas, Jr. 12/30/2013 16,724
 957,449
  1/10/2013 16,667
 954,186
  12/20/2011 15,000
 858,750
  12/15/2010 8,000
 458,000
  12/15/2009 3,837
 219,668
Marshall S. (Mackie) McCrea, III 12/30/2013 69,375
 3,971,719
  1/10/2013 33,333
 1,908,314
  12/20/2011 30,000
 1,717,500
  5/2/2011 54,400
 3,114,400
  1/14/2011 100,000
 5,725,000
  12/15/2009 4,000
 229,000
Thomas P. Mason 12/30/2013 40,923
 2,342,842
  1/10/2013 30,000
 1,717,500
  12/20/2011 24,000
 1,374,000
  12/15/2010 8,000
 458,000
  12/15/2009 3,637
 208,218
Richard Cargile 12/30/2013 9,500
 543,875
  1/10/2013 12,000
 687,000
  3/14/2012 10,800
 618,300
Sunoco Logistics Unit Awards:      
Martin Salinas, Jr. 12/5/2013 6,550
 494,394
  1/24/2013 6,666
 503,150
Marshall S. (Mackie) McCrea, III 12/5/2013 27,300
 2,060,604
  1/24/2013 13,333
 1,006,375
Name 
Grant Date
(1)
 Unit Awards
Number of Units That Have Not Vested
(#)
 
Market or Payout Value of Units That Have Not Vested
($) (2)
ETE Officers:      
ETP Unit Awards:      
Thomas E. Long 12/29/2016 28,688
 1,027,317
  12/9/2015 18,525
 663,380
  12/16/2014 13,651
 488,842
  12/5/2013 4,344
 155,559
  12/5/2012 4,124
 147,680
Marshal S. (Mackie) McCrea, III 12/29/2016 153,765
 5,506,325
  12/9/2015 123,507
 4,422,786
  12/16/2014 62,650
 2,243,497
  12/30/2013 27,750
 993,728
  1/10/2013 13,333
 477,455
Thomas P. Mason 12/29/2016 36,115
 1,293,278
  12/9/2015 29,155
 1,044,041
  12/16/2014 11,500
 411,815
  12/16/2014 10,104
 361,824
  12/30/2013 16,369
 586,181
  1/10/2013 12,000
 429,720
Bradford D. Whitehurst 12/29/2016 25,437
 910,899
  12/9/2015 20,535
 735,358
  12/16/2014 9,900
 354,519
  12/16/2014 8,661
 310,150
  8/1/2014 8,544
 305,961
  12/30/2013 11,281
 403,980
Sunoco Logistics Unit Awards:      
Thomas E. Long 12/29/2016 16,021
 384,824
  12/4/2015 11,208
 269,216
Marshal S. (Mackie) McCrea, III 12/29/2016 105,738
 2,539,827
  12/4/2015 93,390
 2,243,228
  12/5/2014 41,136
 988,087
  12/3/2013 21,840
 524,597
  1/24/2013 6,666
 160,117
Thomas P. Mason 12/29/2016 25,211
 605,568
  12/4/2015 22,046
 529,545
  12/5/2014 15,117
 363,110
Bradford D. Whitehurst 12/29/2016 17,757
 426,523
  12/4/2015 15,528
 372,983
  12/5/2014 13,060
 313,701
  8/1/2014 14,178
 340,556
Sunoco LP Unit Awards:      
Thomas E. Long 12/29/2016 22,210
 597,227
  12/16/2015 14,125
 379,821
Thomas P. Mason 12/29/2016 23,300
 626,537
  12/16/2015 18,523
 498,083
Bradford D. Whitehurst 12/29/2016 16,410
 441,265
  12/16/2015 13,046
 350,807
(1) 
ETE unit awards outstanding to Mr. McReynolds vest in December of each year through 2015 for awards granted in 2011 and in 2014 for awards granted in 2009. Class D Unit awards outstanding to Mr. Welch are eligible for conversion at a rate of 30% in March 2015 and 70% in March 2018, subject in each case to (i) Mr. Welch being in Good Standing with ETE (as defined in the Class D Unit Agreement) and (ii) there being a sufficient amount of gain available (based on the ETE partnership agreement) to be allocated to the Class D Units being converted so as to cause the capital account of each such unit to equal the capital account of an ETE Common Unit on the conversion date. ETP common unit awards outstanding to Messrs. Welch, Salinas, McCrea, Mason and Cargile vest as follows:
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;
at a rate of 60% in December 2017 and 40% in December 2019 for awards granted in December 2014;
at a rate of 60% in December 2016 and 40% in December 2018 for awards granted in January 2014;
at a rate of 60% in December 2016 and 40% in December 2018 for awards granted in December 2013;2013 and August 2014; and
at a rate of 60% in December 2015 and 40% in December 2017 for awards granted in January 2013;2013 and December 2012.
ratablySunoco Logistics common unit awards outstanding vest as follows:
at a rate of 60% in December of each year through 20162019 and 40% in December 2021 for awards granted in December 2011 and March 2012;2016;

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ratably60% in December of each year through 20152018 and 40% in December 2020 for awards granted in December 2010, January 2011 and May 2011; and2015;
at a rate of 60% in December 20142017 and 40% in December 2019 for awards granted in December 2009.
Regency common unit awards outstanding to Mr. Welch vest at as follows:2014;
at a rate of 60% in December 2016 and 40% in December 2018 for awards granted in January 2014.
Sunoco Logistics common unit awards outstanding to Messrs. Salinas and McCrea vest as follows:
ratably in December of each year through 2018 for awards granted in December 2013; and
ratably in December of each year through 2017 for awards granted in January 2013.
Sunoco LP common unit awards outstanding vest as follows:
at a rate of 60% in December 2019 and 40% in December 2021 for awards granted in December 2016; and
at a rate of 60% in December 2018 and 40% in December 2020 for awards granted in December 2015.
(2)
ETE Unit amounts reflect the two-for-one split of ETE Common Units in January 2014.
(3) 
Market value was computed as the number of unvested awards (or units not converted in the case of Class D Units) as of December 31, 20132016 multiplied by the closing price of ETP’srespective common units orof ETP, Sunoco Logistics’ common units, accordingly, for ETP officersLogistics and ETE’s Common Units or Regency’s common units, accordingly, for ETE officers on December 31, 2013.Sunoco LP.
Option Exercises and Units Vested Table
 Unit Awards Unit Awards
Name 
Number of Units
Acquired on Vesting
(#) (1)
 
Value Realized on Vesting
($) (1)
 
Number of Units
Acquired on Vesting
(#)
 
Value Realized on Vesting
($) (1)
ETE Officers:        
ETE Unit Awards:        
John W. McReynolds 42,000
 $1,376,610
 20,000
 $86,600
Class D Units:    
Jamie Welch 
 
ETP Officers:    
Jamie W. Welch 2,156,000
 38,592,400
ETP Unit Awards:        
Kelcy L. Warren 
 
Martin Salinas, Jr. 16,837
 908,053
Thomas E. Long 8,372
 294,937
Marshall S. (Mackie) McCrea, III 95,200
 5,134,326
 51,625
 1,818,697
Thomas P. Mason 29,637
 1,577,493
 32,554
 1,146,845
Richard Cargile 3,600
 194,155
Sunoco Logistics Unit Awards:    
Martin Salinas, Jr. 1,667
 114,456
Bradford D. Whitehurst 29,738
 1,047,605
Sunoco Logistics Unit Award:    
Marshall S. (Mackie) McCrea, III 3,334
 228,912
 39,426
 934,869
Bradford D. Whitehurst 21,267
 504,283
 
(1) 
ETE Unit amounts reflect the two-for-one split of ETE Common Units in January 2014. Amounts presented represent the number of unit awards vested during 2013 and 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 ETP common units for ETE, ETP or Sunoco Logistics, common units or ETE Common Units, accordingly, upon the vesting date.
We have not issued option awards.

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Nonqualified Deferred Compensation Table
Name 
Executive Contributions in Last FY(1)
($)
 
Registrant Contributions in Last FY
($)
 
Aggregate Earnings in
Last FY(1)
($)
 
Aggregate Withdrawals/Distributions
($)
 
Aggregate Balance at Last FYE(1)
($)
 
Executive Contributions in Last FY(1)
($)
 
Registrant Contributions in Last FY
($)
 
Aggregate Earnings in
Last FY(1)
($)
 
Aggregate Withdrawals/Distributions
($)
 
Aggregate Balance at Last FYE(1)
($)
ETE Officers:                    
John W. McReynolds $
 $
 $
 $
 $
 $
 $
 $
 $
 $
Jamie Welch 
 
 
 
 
ETP Officers:          
Kelcy L. Warren 
 
 
 
 
Martin Salinas, Jr. 44,610
 
 56,036
 
 303,495
Jamie W. Welch 43,576
 
 (130,140) (181,052) 
Thomas E. Long 
 
 
 
 
Marshall S. (Mackie) McCrea, III 
 
 
 
 
 
 
 
 
 
Thomas P. Mason 
 
 
 
 
 
 
 
 
 
Richard Cargile 327,964
 
 83,943
 
 512,779
Bradford D. Whitehurst 
 
 
 
 
(1) 
The executive contributions and aggregate earnings reflected above for Messrs. Salinas and CargileMr. Welch are included in total compensation in the “Summary Compensation Table”; the remainder of the aggregate balance at last fiscal year end was reported as compensation in previous fiscal years.
A description of the key provisions of the Partnership’s deferred compensation plan can be found in the compensation discussion and analysis above.
Potential Payments Upon a Termination or Change of Control
Equity Awards. As discussed in our Compensation Discussion and Analysis above, any unvested equity awards granted pursuant the Energy Transfer Equity, L.P. Long-Term IncentiveETE Plan will automatically become vested upon a change of control, which is generally defined as the occurrence of one or more of the following events: (i) any person or group becomes the beneficial owner of 50% or more of the voting power or voting securities of ETE or its general partner; (ii) LE GP, LLC or an affiliate of LE GP, LLC ceases to be the general partner of ETE; or (iii) the sale or other disposition, including by liquidation or dissolution, of all or substantially all of the assets of ETE in one or more transactions to anyone other than an affiliate of ETE.
The Class D Unit Agreement between ETE and Mr. Welch contains changeIn addition, as explained in Equity Awards section of control provisions that are similar to those in the Energy Transfer Equity, L.P. Long-Term Incentive Plan. Thus, under the terms of the Class D Unit Agreement, the Class D Units will convert to ETE Common Units and the requirement of Good Standing will cease to exist upon the occurrence of one or more of the change of control events described above.
As discussed in our Compensation Discussion and Analysis above, any unvestedthe restricted unit awards under the equity awards granted pursuant to ETP’s 2004 Unit Plan will automatically become vested upon a changeincentive plans of control.  Assuming that a changeETE and its affiliated partnerships, generally require the continued employment of control occurred on December 31, 2013, the fair value ofrecipient during the vesting period, provided however, the unvested awards will be accelerated in the event of the death or disability of the award recipient prior to the applicable vesting period being satisfied. In addition, in the event of a change in control of the partnership, all unvested awards granted pursuant to ETP’s 2004 Unitunder the Energy Transfer Partners, L.P. Amended and Restated 2011 Long-Term Incentive Plan (the “2011 Incentive Plan”), as of December 31, 2013 was $458,000 for Mr. Mason.  Although any unvested equitywell as awards granted in 2014, 2015 and 2016 under the 2008 Incentive Plan, the Sunoco Logistics Plan and the 2012 Incentive Plan would be accelerated. For awards granted under the 2008 Incentive Plan, the Sunoco Logistics Plan or the 2012 Incentive Plan prior to 2014, unvested awards may also become vested upon a change ofin control at the discretion of the ETP Compensation Committee, thisapplicable compensation committee. This discussion assumes a scenario in which the ETP Compensation Committee, doesthe Sunoco Logistics Compensation Committee and the SUN Compensation Committee do not exercise such discretion.
While any individual award agreement may contain a modified definition,their discretion to accelerate unvested awards granted prior to 2014 in connection with a change of control is generally definedin control.
The 2014 awards to Messrs. McCrea and Whitehurst, whether awarded under ETP’s 2004 Unit Plan as the occurrence of any of the following events: (i) ETP GP ceases to be ETP’s general partner; (ii) ETE ceases to own, directly or indirectly through wholly-owned subsidiaries, in the aggregate at least 51% of the capital stock or equity interests of ETP GP; (iii) the sale of all or substantially all of ETP’s assets (other than to any affiliate of ETE); or (iv) a liquidation or dissolution of ETP. Under the 2008 Incentive Plan, the 2011 Incentive Plan or the Sunoco Logistic Plan included a “changeprovision in the applicable award agreement for acceleration of control” is generally definedunvested restricted unit/restricted phantom unit awards upon a termination of employment by the general partner of the applicable partnership issuing the award without “cause.” For purposes of the awards the term “cause” shall mean: (i) a conviction (treating a nolo contendere plea as a conviction) of a felony (whether or not any right to appeal has been or may be exercised), (ii) willful refusal without proper cause to perform duties (other than any such refusal resulting from incapacity due to physical or mental impairment), (iii) misappropriation, embezzlement or reckless or willful destruction of property of the partnership or any of its affiliates, (iv) knowing breach of any statutory or common law duty of loyalty to the partnership or any of its or their affiliates, (v) improper conduct materially prejudicial to the business of the partnership or any of its or their affiliates, (vi) material breach of the provisions of any agreement regarding confidential information entered into with the partnership or any of its or their affiliates or (vii) the continuing failure or refusal to satisfactorily perform essential duties to the partnership or any of its or their affiliates.
In addition, the ETP Compensation Committee has approved a retirement provision which provides that employees, including the named executive officers with at least ten years of service with the general partner, who leave the respective general partner voluntarily due to retirement (i) after age 65 but prior to age 68 are eligible for accelerated vesting of 40% of his or her award; or (ii) after 68 are eligible for accelerated vesting of 50% his or her award. The Sunoco Logistics Compensation Committee beginning with awards made in December 2014 have included a provision in the award agreement which provides that employees, including the named executive officers with at least ten years of service with the general partner, who leave the general partner voluntarily

due to retirement (i) after age 65 but prior to age 68 are eligible for accelerated vesting of 40% of his or her award; or (ii) after 68 are eligible for accelerated vesting of 50% his or her award.
With respect to Mr. Mason, in February 2016, the ETE Compensation Committee approved a one-time special incentive retention bonus in the amount of $6,300,000 (the “Special Bonus”).  The Special Bonus was approved by the ETE Compensation Committee based on a recommendation of ETE senior management in recognition of, among other things, (i) Mr. Mason’s appointment as the occurrence of one or moreExecutive Vice President and General Counsel of the following events:General Partner; (ii) his 2015 calendar year performance; and (iii) his contributions to ETE and its family of partnerships on several key initiatives, including (a) the drop-down transactions by and between ETP and Sunoco LP, (b) the proposed merger transaction between the ETE and The Williams Companies, Inc., (c) the liquefied natural gas (LNG) export project of ETE, and (d) the simplification of the overall Energy Transfer family structure.  The approval of the Special Bonus by the ETE Compensation Committee was conditioned upon entry by Mr. Mason into a Retention Agreement with ETE (the “Retention Agreement”) which provides (i) any person or group becomesif, prior to the beneficial ownerthird (3rd) anniversary of 50% or morethe effective date of ETP’s voting power or voting securities; (ii) the complete liquidation of either ETP LLC, ETP GP, or ETP; (iii) the sale of all or substantially all of ETP GP’s or ETP’s assets to anyone other than ETP, ETP GPRetention Agreement, Mr. Mason’s employment with ETE or one of ETP’s affiliates;its affiliates terminates (other than as a result of (x) a termination without cause by ETE or (iv) a person other than ETP LLC, ETP GPby Mr. Mason for Good Reason; (y) his death; or (z) his permanent disability as determined by ETE), he will be obligated to remit and repay one-hundred percent (100%) of the Special Bonus to ETE; (ii) if, after the third (3rd) anniversary but prior to the fourth (4th) anniversary of the effective date of the Retention Agreement, Mr. Mason’s employment with ETE or one of theirits affiliates becomes ETP’s general partner.terminates (other than as a result of (x) a termination without cause by ETE or by Mr. Mason for Good Reason; (y) his death; or (z) his permanent disability as determined by ETE), he will be obligated to remit and repay seventy-five percent (75%) of the Special Bonus to ETE; and (iii) if, after the fourth (4th) anniversary but prior to the fifth (5th) anniversary of the effective date of the Retention Agreement, Mr. Mason’s employment with ETE or one of its affiliates terminates (other than as a result of (x) a termination without cause by ETE or by Mr. Mason for Good Reason; (y) his death; or (z) his permanent disability as determined by ETE), he will be obligated to remit and repay fifty percent (50%) of the Special Bonus to ETE.  Mr. Mason and ETE entered into the Retention Agreement on February 24, 2016.
Deferred Compensation Plan. As discussed in our Compensation Discussion and Analysis above, all amounts under the DCETP NQDC Plan (other than discretionary credits) are immediately 100% vested. Upon a change of control (as defined in the DCETP NQDC Plan), distributions from the DC Planrespective plan would be made in accordance with the DC Plan’s normal distribution provisions.provisions of the respective plan. A change of control is generally defined in the DCETP NQDC Plan as any change of control event within the meaning of Treasury Regulation Section 1.409A-3(i)(5).

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Director Compensation
Directors of LE GP, LLCour General Partner, who are employees of the LE GP, LLC, ETP GP or any of their subsidiaries, are not eligible for director compensation. In 2013,2016, the compensation arrangements for outside directors includeincluded a $50,000 annual retainer for services on the board andboard. If a director served on the ETE Audit Committee, such director would receive an annual retainer ($10,000 or $15,000 in the case of the chairman) and meeting attendance fees ($1,200) for services. If a director served on the Audit Committee. In connection withETE Compensation Committee, such director would receive an annual cash retainer ($5,000 or $7,500 in the salecase of Holdco to ETPthe chairman) and the ETE Common Unit Repurchase Program, the Board of LE GP, LLC appointed a conflicts committee consisting of Messrs. Harkey, Ramsey, and Turner and for their service, each received an aggregate fee of $37,000. In connection with the sale of SUGS to Regency, the Board of LE GP, LLC appointed a conflicts committee consisting of Messrs. Ramsey and Turner, and for their service, each received a fee of $5,000.meeting attendance fees ($1,200).
The outside directors of LE GP, LLCour General Partner are also entitled to an annual award under the Energy Transfer Equity, L.P. Long-Term IncentiveETE Plan equal to an aggregate of $100,000 divided by the closing price of ETE Common Unitscommon units on the date of grant. These ETE Common Unitscommon units will vest 60% after the third year and the remaining 40% after the fifth year after the grant date. The compensation expense recorded is based on the grant-date market value of the ETE Common Unitscommon units and is recognized over the vesting period. Distributions are paid during the vesting period.
The ETP Compensation Committee periodically reviews and makes recommendations regarding the compensation of the directors of ETP’s General Partner. In 2013, non-employee directors will receive an annual fee of $50,000 in cash. Additionally, the Chairman of ETP’s audit committee receives an annual fee of $15,000 and the members of ETP’s Audit Committee receive an annual fee of $10,000. The Chairman of the ETP Compensation Committee receives an annual fee of $7,500 and the members of the ETP Compensation Committee receive an annual fee of $5,000. In 2013, members of the ETP Conflicts Committee received cash payments on a to-be-determined basis for each ETP Conflicts Committee assignment. For their service on the ETP Conflicts Committee during 2013, Messrs. Collins, Grimm and Skidmore each received additional compensation of $10,000. ETP’s employee directors, including Messrs. Warren, McCrea and Welch, do not receive any fees for service as directors. In addition, the non-employee directors participate in ETP’s 2008 Incentive Plan. Each director of ETP’s General Partner who is not also (i) a shareholder or a direct or indirect employee of any parent, or (ii) a direct or indirect employee of ETP LLC, ETP, or a subsidiary, who is elected or appointed to the board of ETP’s General Partner for the first time shall automatically receive, on the date of his or her election or appointment, an award of 2,500 unvested ETP common units. In 2014 and beyond, non-employee ETP directors will receive annual grants of restricted ETP common units equal to an aggregate of $100,000 divided by the closing price of ETP’s common units on the date of grant. Beginning in 2013, the ETP common units granted to non-employee directors will vest 60% after the third year and the remaining 40% after the fifth year after the grant date. Previously, vesting was ratable over three years.
The compensation paid to the non-employee directors of our General Partner in 20132016 is reflected in the following table:
Name 
Fees Paid in Cash
($) (1)
 
Unit Awards
($) (2)
 
All Other Compensation
($)
 
Total
($)
 
Fees Paid in Cash
($) (1)
 
Unit Awards
($) (2)
 
All Other Compensation
($)
 
Total
($)
John D. Harkey, Jr.       
Richard D. Brannon (3)
        
As ETE director $110,975
 $100,027
 $
 $211,002
 $44,585
 $25,825
 $
 $70,410
As Regency director 74,900
 279,225
 
 354,125
Matthew S. Ramsey 109,725
 100,027
 
 209,752
K. Rick Turner 105,975
 100,027
 
 206,002
 

 

   
As ETE director 88,300
 99,995
 
 188,295
As Sunoco LP Director     
 
William P. Williams 

     
As ETE director 99,600
 99,995
 
 199,595
As Sunoco LP Director     
 
Ted Collins, Jr. (4)
        
As ETE director 70,947
 99,995
 
 170,942
As ETP director 87,852
 100,001
 
 187,853
(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, or Regency common units, accordingly, as of the grant date.
(3)
Mr. Brannon was appointed to the Board of Directors of our General Partner in March 2016.
(4)
Mr. Collins resigned from the Board of Directors of our General Partner in October 2016.
As of December 31, 2013, Messrs. Harkey and2016, Mr. Brannon had 2,500 unvested ETE restricted units outstanding, Mr. Turner each had 4,77618,157 unvested ETE restricted units outstanding and Mr. RamseyWilliams had 4,028 unvested10,523 ETE restricted units outstanding. As of December 31, 2013, Mr. Harkey had 15,334 unvested Regency restricted units outstanding.
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED UNITHOLDER MATTERS
Equity Compensation Plan Information
At the time of our initial public offering, we adopted the Energy Transfer Equity, L.P. Long-Term Incentive Plan for the employees, directors and consultants of our General Partner and its affiliates who perform services for us. The long-term incentive plan provides for the following five types of awards: restricted units, phantom units, unit options, unit appreciation rights and distribution equivalent rights. The long-term incentive plan limits the number of units that may be delivered pursuant to awards to three million

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units. Units withheld to satisfy exercise prices or tax withholding obligations are available for delivery pursuant to other awards. The plan is administered by the compensation committee of the board of directors of our General Partner.
The following table sets forth in tabular format, a summary of our equity plan information as of December 31, 20132016::
 
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:      
Energy Transfer Equity, L.P. Long-Term Incentive Plan 
 
 5,693,789
Class D Unit Agreement 1,540,000
 $
 
Total 1,540,000
 $
 5,693,789
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:
Energy Transfer Equity, L.P. Long-Term Incentive Plan

8,271,767
Total
$
8,271,767

Energy Transfer Equity, L.P. Units
The following table sets forth certain information as of February 21, 2014,17, 2017, regarding the beneficial ownership of our securities by certain beneficial owners, each director and named executive officer of our General Partner and all directors and executive officers of our General Partner as a group. The General Partner knows of no other person not disclosed herein who beneficially owns more than 5% of our Common Units.
Title of Class 
Name and Address of
Beneficial Owner (1)
 
Beneficially
Owned (2)
 Percent of Class 
Name and Address of
Beneficial Owner (1)
 
Beneficially
Owned (2)
 Percent of Class
Common Units 
Ray C. Davis (3)
 33,604,950
 6.0% 
Kelcy L. Warren (7)
 187,739,220
 17.4%
     
Ray C. Davis (3)
 68,216,204
 6.3%
 
John D. Harkey, Jr. (4)
 61,158
 *
 
John W. McReynolds (5)
 25,085,888
 2.3%
 
John W. McReynolds (5)
 12,499,944
 2.2% 
Thomas E. Long (4)
 
 *
 
Kelcy L. Warren (6)
 89,985,112
 16.1% Marshall S. (Mackie) McCrea, III 2,351,202
 *
 
Jamie Welch (7)
 1,540,000
 *
 Thomas P. Mason 583,000
 *
 Marshall S. (Mackie) McCrea, III 1,782,614
 *
 
Brad Whitehurst (9)
 9,386
 *
 Matthew S. Ramsey 23,820
 *
 Jamie Welch 3,130,000
 *
 K. Rick Turner 173,286
 *
 Richard D. Brannon 46,116
 *
 All Directors and Executive Officers as a group (7 persons) 106,065,934
 18.9% Matthew S. Ramsey 52,317
 *
 
K. Rick Turner (6)
 464,395
 *
 
William P. Williams (8)
 5,405,051
 *
 All Directors and Executive Officers as a group (12 persons) 293,082,779
 27.2%

*Less than 1%

(1) 
The address for Mr. Davis is 5950 Sherry Lane, Dallas, Texas 75225. Messrs. Warren, Welch, McReynolds, Harkey, McCrea, Ramsey and TurnerThe address for all other beneficial owners listed above is 3738 Oak Lawn Avenue,8111 Westchester Drive, Dallas, Texas 75219.75225.
(2) 
Beneficial ownership for the purposes of the foregoingthis table is defined by Rule 13d-3 under the Exchange Act.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. Nature of beneficial ownership is direct with sole investment and disposition power unless otherwise noted. The number of Common Units shown do not include Common Units that may result from the conversion of our Series A Convertible Preferred Units, since such conversion is not expected to occur within the next 60 days.
(3) 
Includes 20,846As reported on Mr. Davis’ Schedule 13D/A filing dated February 25, 2015, includes 41,692 units held by Avatar Holdings LLC, 11,371,340557,436 units held by Avatar BW, LLC, 22,742,680 units held by Avatar ETC Stock Holdings LLC, 1,434,4742,868,948 units held by Avatar Investments LP, 48,83497,668 units held by Avatar Stock Holdings LLC and 390,984781,968 units held by RCD Stock Holdings LLC, all of which entities are owned or controlled by Mr. Davis. Also includes 6,446,01012,892,020 units held by a remainder trust for Mr. Davis’ spouse and 4,351,6888,703,376 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 units held directly. Also includes 264,804 units attributable to ET Company Ltd. Mr. Davis is a former executive officer of ETP and former director of our General Partner.

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for which Mr. Davis serves as trustee. Mr. Davis shares voting and dispositive power with his wife with respect to 9,538,266 units held directly. Also includes 2,508 units attributable to the interest of Mr. Davis in ET Company Ltd and Three Dawaco, Inc., over which Mr. Davis exercises shared voting and dispositive power with Mr. Warren. Excludes Mr. Davis’ interest in 308,538 units held by LE GP, LLC. Mr. Davis may be deemed to own units held by LE GP, LLC due to his ownership of 18.8% of its member interests. The voting and disposition of these units is directly controlled by the board of directors of LE GP, LLC. Mr. Davis disclaims beneficial ownership of units owned by LE GP LLC other than to the extent of his interest in such entity. Mr. Davis is a former executive officer of ETP and former director of our General Partner.
(4) 
Includes 50,000 units held by the Katemcy Trust.Mr. Long replaced Mr. Welch as Group Chief Financial Officer of our General Partner effective as of February 5, 2016.
(5) 
Includes 7,245,20414,490,408 units held by McReynolds Energy Partners L.P. and 5,043,14010,086,280 units held by McReynolds Equity Partners L.P., the general partners of which are owned by Mr. McReynolds. Mr. McReynolds disclaims beneficial ownership of units owned by such limited partnerships other than to the extent of his interest in such entities.
(6) 
Includes (i) 51,731 units held by Mr. Turner directly; (ii) 89,084 units held in a partnership controlled by the Stephens Group, Mr. Turner’s former employer; (iii) 8,000 units held by the Turner Family Partnership; and (iv) 157,790 units held by the Turner Liquidating Trust.  The voting and disposition of the units held by the Stephens Group partnership is controlled by the board of directors of the Stephens Group. With respect to the 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 units, except to the extent of his interest in the partnership.  With respect to the 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 units. Mr. Turner disclaims beneficial ownership of the units owned by his ex-wife.
(7)
Includes 38,351,10079,102,200 units held by Kelcy Warren Partners, L.P. and 3,479,9508,244,900 units held by Kelcy Warren Partners II, L.P., the general partners of which are owned by Mr. Warren. Also includes 35,926,90873,853,812 units held by Seven Bridges Holdings, LLC, of which Mr. Warren is a member. Also includes 2,5065,012 units attributable to the interest of Mr. Warren in ET Company Ltd and Three Dawaco, Inc., over which Mr. Warren exercises shared voting and dispositive power with Ray Davis. Also includes 308,538601,076 units held by LE GP, LLC. Mr. Warren may be deemed to own units held by LE GP, LLC due to his ownership of 81.2% of its member interests. The voting and disposition of these units is directly controlled by the board of directors of LE GP, LLC. Mr. Warren disclaims beneficial ownership of units owned by LE GP, LLC other than to the extent of his interest in such entity. Also includes 84,000 units held by Mr. Warren’s spouse.
(7)(8) 
Represents Class D Units convertible into 1,540,000 Common Units. The Class D Units have votingIncludes 2,338,484 units held by the Williams Family Partnership Ltd and distribution rights equal3,032,028 units held by the Bar W Barking Cat Ltd. Partnership. Mr. Williams disclaims beneficial ownership of units owned by such entities, except to Common Units and are therefore includedthe extent of his interest in this table.such entities.

(9)
Includes 4,355 units held in a family trust. Mr. Whitehurst disclaims beneficial ownership of the units held by such trust, except to the extent of his interest in such trust.
In connection with the Parent Company Credit Agreement, ETE and certain of its subsidiaries entered into a Pledge and Security Agreement (the “Security Agreement”) with Credit Suisse AG, Cayman Islands Branch, as collateral agent (the “Collateral Agent”). The Security Agreement secures all of ETE’s obligations under the Parent Company Credit Agreement and grants to the Collateral Agent a continuing first priority lien on, and security interest in, all of ETE’s and the other grantors’ tangible and intangible assets.
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
At December 31, 2013,2016, our equity interests in ETP and RegencySunoco LP consisted of 100% of the respective general partner interestinterests and IDRs, as well as 2.6 million ETP common units and 81.0 million ETP Class H units held by us or our wholly-owned subsidiaries. We also own 0.1% of Sunoco Partners LLC, the following:
 ETP Regency
Units held by wholly-owned subsidiaries:   
Common units49,551,069
 26,266,791
ETP Class H units50,160,000
 
Units held by less than wholly-owned subsidiaries:   
Common units
 31,372,419
Regency Class F units
 6,274,483
entity that owns the general partner interest and IDRs of Sunoco Logistics, while ETP owns the remaining 99.9% of Sunoco Partners LLC. Additionally, ETE owns 100 ETP Class I Units, the distributions from which offset a portion of IDR subsidies ETE has previously provided to ETP.
The Parent Company’s principal sources of cash flow are derived from its direct and indirect investments in the limited partner and general partner interests in ETP and Regency,Sunoco LP, both of which are publicly traded master limited partnerships engaged in diversified energy-related services.services, and cash flows from the operations of Lake Charles LNG.
ETP and RegencySunoco LP are required by their respective partnership agreements to distribute all cash on hand at the end of each quarter, less appropriate reserves determined by the board of directors of their respective general partners.
Immediately following the closing of ETP’s acquisition of Sunoco, ETE contributed its interest in Southern Union into Holdco, an ETP-controlled entity, in exchange for a 60% equity interest in Holdco. In conjunction with ETE’s contribution, ETP contributed its interest in Sunoco to Holdco and retained a 40% equity interest in Holdco. Prior to the contribution of Sunoco to Holdco, Sunoco contributed $2.0 billion of cash and its interests in Sunoco Logistics to ETP in exchange for 90.7 million ETP Class F Units representing limited partner interests in ETP. The ETP Class F Units were entitled to 35% of the quarterly cash distribution generated by ETP and its subsidiaries other than Holdco, subject to a maximum cash distribution of $3.75 per ETP Class F Unit per year, which is the current level. In April 2013, all of the outstanding ETP Class F Units were exchanged for ETP Class G Units on a one-for-one basis. The ETP Class G Units have terms that are substantially the same as the ETP Class F Units, with the principal difference between the ETP Class G Units and the ETP Class F Units being that allocations of depreciation and

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amortization to the ETP Class G Units for tax purposes are based on a predetermined percentage and are not contingent on whether ETP has net income or loss.
On April 30, 2013, Southern Union completed its contribution to Regency of all of the issued and outstanding membership interest in Southern Union Gathering Company, LLC, and its subsidiaries, including SUGS (the “SUGS Contribution”). The general partner and IDRs of Regency are owned by ETE. The consideration paid by Regency in connection with this transaction consisted of (i) the issuance of approximately 31.4 million Regency common units to Southern Union, (ii) the issuance of approximately 6.3 million Regency Class F units to Southern Union, (iii) the distribution of $463 million in cash to Southern Union, net of closing adjustments, and (iv) the payment of $30 million in cash to a subsidiary of ETP. The Regency Class F units have the same rights, terms and conditions as the Regency common units, except that Southern Union will not receive distributions on the Regency Class F units for the first eight consecutive quarters following the closing, and the Regency Class F units will thereafter automatically convert into Regency common units on a one-for-one basis.
On April 30, 2013, ETP acquired ETE’s 60% interest in Holdco for approximately 49.5 million of newly issued ETP Common Units and $1.40 billion in cash, less $68 million of closing adjustments (the “Holdco Acquisition”). As a result, ETP now owns 100% of Holdco. ETE, which owns the general partner and IDRs of ETP, agreed to forego incentive distributions on the newly issued ETP units for each of the first eight consecutive quarters beginning with the quarter in which the closing of the transaction occurred and 50% of incentive distributions on the newly issued ETP units for the following eight consecutive quarters. ETP controlled Holdco prior to this acquisition; therefore, the transaction did not constitute a change of control.
Pursuant to an Exchange and Redemption Agreement previously entered into between ETP, ETE and ETE Holdings, ETP redeemed and cancelled 50.2 million of its ETP Common Units representing limited partner interests (the “Redeemed Units”) owned by ETE Holdings on October 31, 2013 in exchange for the issuance by ETP to ETE Holdings of a new class of limited partner interest in ETP (the “ETP Class H Units”), which are generally entitled to (i) allocations of profits, losses and other items from ETP corresponding to 50.05% of the profits, losses, and other items allocated to ETP by Sunoco Partners with respect to the IDRs and general partner interest in Sunoco Logistics held by Sunoco Partners, (ii) distributions from available cash at ETP for each quarter equal to 50.05% of the cash distributed to ETP by Sunoco Partners with respect to the IDRs and general partner interest in Sunoco Logistics held by Sunoco Partners for such quarter and, to the extent not previously distributed to holders of the ETP Class H Units, for any previous quarters and (iii) incremental additional cash distributions in the aggregate amount of $329 million, to be payable by ETP to ETE Holdings over 15 quarters, commencing with the quarter ended September 30, 2013 and ending with the quarter ending March 31, 2017. The incremental cash distributions referred to in clause (iii) of the previous sentence are intended to offset a portion of the incentive distribution relinquishments previously granted by ETE to ETP in connection with the Citrus Merger, the Holdco Transaction and the Holdco Acquisition. In connection with the issuance of the ETP Class H Units, ETE and ETP also agreed to certain adjustments to the prior incentive distribution relinquishments in order to ensure that the incentive distribution relinquishments are fixed amounts for each quarter to which the incentive distribution relinquishments are in effect.
On February 19, 2014, ETE and ETP completed the transfer to ETE of Trunkline LNG, the entity that owns a LNG regasification facility in Lake Charles, Louisiana, from ETP in exchange for the redemption by ETP of 18.7 million. The transaction was effective as of January 1, 2014.
In connection with ETE’s 2014 acquisition of TrunklineLake Charles LNG, ETP agreed to continue to provide management services for ETE through 2015 in relation to both TrunklineLake Charles LNG’s regasification facility and the development of a liquefaction project at TrunklineLake Charles LNG’s facility, for which ETE has agreed to pay incremental management fees to ETP of $75 million per year for the years ending December 31, 2014 and 2015. ETE also agreed to provide additional subsidies to ETP through the relinquishment of future incentive distributions, of $50 million, $50 million, $45 million, and $35 million during the years ended December 31, 2016, 2017, 2018 and 2019, respectively.as discussed further in Note 8 to our consolidated financial statements.
Mr. McCrea, a current director of LE GP, LLC, our General Partner, is also a director and executive officer of ETP GP. In addition, Mr. Warren, the Chairman of our Board of Directors, is also a director and executive officer of ETP GP.
For a discussion of director independence, see Item 10. “Directors, Executive Officers and Corporate Governance.”
As a policy matter, our Conflicts Committee generally reviews any proposed related party transaction that may be material to the Partnership to determine whether the transaction is fair and reasonable to the Partnership. The Partnership’s board of directors makes the determinations as to whether there exists a related party transaction in the normal course of reviewing transactions for approval as the Partnership’s board of directors is advised by its management of the parties involved in each material transaction as to which the board of directors’ approval is sought by the Partnership’s management. In addition, the Partnership’s board of directors makes inquiries to independently ascertain whether related parties may have an interest in the proposed transaction. While there are no written policies or procedures for the board of directors to follow in making these determinations, the Partnership’s board makes those determinations in light of its contractually-limited fiduciary duties to the Unitholders. The partnership agreement of ETE provides that any matter approved by the Conflicts Committee will be conclusively deemed to be fair and reasonable to

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ETE, approved by all the partners of ETE and not a breach by the General Partner or its Board of Directors of any duties they may owe ETE or the Unitholders (see “Risks Related to Conflicts of Interest” in Item 1A. Risk Factors” in this annual report).

The Parent Company has agreements with subsidiaries to provide or receive various general and administrative services. The Parent Company pays ETP to provide services on its behalf and the behalf of other subsidiaries of the Parent Company. The Parent Company receives management fees from certain of its subsidiaries, which include the reimbursement of various general and administrative services for expenses incurred by ETP on behalf of those subsidiaries. All such amounts have been eliminated in our consolidated financial statements.
ETP has an operating lease agreement with Messrs. Davis and Warren, the former owners of ETG, whichincluding Mr. Warren. ETP acquiredpays these former owners $5 million in 2009. Prioroperating lease payments per year through 2017. With respect to the related party transaction with ETG, the Conflicts Committee of ETP met numerous times prior to the consummation of the transaction to discuss the terms of the transaction. The committee made the determination that both the sale of ETG to ETP was fair and reasonable to ETP and that the terms of the operating lease between ETP and Messrs. Davis and Warren werethe former owners of ETG are fair and reasonable to ETP. See discussion in Note 14 to our consolidated financial statements.
ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES
The following sets forth fees billed by Grant Thornton LLP for the audit of our annual financial statements and other services rendered:rendered (dollars in millions):
 
Years Ended December 31,Years Ended December 31,
2013 20122016 2015
Audit fees (1)
$8,099,000
 $5,869,000
$9.6
 $9.0
Audit-related fees (2)
682,300
 25,000
0.5
 0.8
Tax fees (3)

 1,525
0.1
 0.1
Total$8,781,300
 $5,895,525
$10.2
 $9.9
 
(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 20132016 and 2015 for financial statement audits and interim reviews of subsidiary entities in connection with the contribution of SUGS from Southern Union to Regency and the sale of Southern Union’s distribution operations.transactions. Includes fees in 2013 for audits of Sunoco’s benefit plans. Includes fees in 20132016 and 20122015 in connection with the service organization control report on Southern Union’sPanhandle’s centralized data center.
(3) 
Includes fees related to state and local tax consultation.
Pursuant to the charter of the Audit Committee, the Audit Committee is responsible for the oversight of our accounting, reporting and financial practices. The Audit Committee has the responsibility to select, appoint, engage, oversee, retain, evaluate and terminate our external auditors; pre-approve all audit and non-audit services to be provided, consistent with all applicable laws, to us by our external auditors; and establish the fees and other compensation to be paid to our external auditors. The Audit Committee also oversees and directs our internal auditing program and reviews our internal controls.
The Audit Committee has adopted a policy for the pre-approval of audit and permitted non-audit services provided by our principal independent accountants. The policy requires that all services provided by Grant Thornton LLP including audit services, audit-related services, tax services and other services, must be pre-approved by the Audit Committee.
The Audit Committee reviews the external auditors’ proposed scope and approach as well as the performance of the external auditors. It also has direct responsibility for and sole authority to resolve any disagreements between our management and our external auditors regarding financial reporting, regularly reviews with the external auditors any problems or difficulties the auditors encountered in the course of their audit work, and, at least annually, uses its reasonable efforts to obtain and review a report from the external auditors addressing the following (among other items):
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.

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PART IVETE Term Loan Facility
As of December 31, 2016, the Parent Company had outstanding a Senior Secured Term Loan Agreement, dated as of March 5, 2015, both with scheduled maturities on December 2, 2019. In connection with the Parent Company’s entry into a Senior Secured Term loan Agreement on February 2, 2017, as discussed below, the Parent Company terminated both agreements.
On February 2, 2017, the Partnership entered into a Senior Secured Term Loan Agreement (the “2024 Term Credit Agreement”) with Credit Suisse AG, Cayman Islands Branch, as administrative agent, and the other lenders party thereto (the “Term Lenders”). The Term Credit Agreement has a scheduled maturity date of February 2, 2024, with an option for the Partnership to extend the term subject to the terms and conditions set forth therein. The Term Credit Agreement contains an accordion feature, under which the total commitments may be increased, subject to the terms thereof. In connection with the entry into the 2024 Term Credit Agreement, ETE terminated the 2019 Term Credit Agreements.

ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULESPursuant to the 2024 Term Credit Agreement, the Term Lenders have provided senior secured financing in an aggregate principal amount of $2.2 billion (the “Term Loan Facility”). The Parent Company shall not be required to make any amortization payments with respect to the term loans under the 2024 Term Credit Agreement. Under certain circumstances, the Parent Company is required to prepay the Term Loan Facility in connection with dispositions, in the case of each of the following, yielding net proceeds in excess of $50 million of (a) IDRs in (i) prior to the consummation of the MLP Merger, ETP, and (ii) upon and after the consummation of the MLP Merger, Sunoco Logistics ; or (b) equity interests of any person which owns, directly or indirectly, IDRs in (i) prior to the consummation of the MLP Merger, ETP, and (ii) upon and after the consummation of the MLP Merger, Sunoco Logistics, in each case, with a percentage ranging from 50% to 75% of such net proceeds in excess of $50 million.
Under the 2024 Term Credit Agreement, the obligations of the Parent Company are secured by a lien on substantially all of the Parent Company’s and certain of its subsidiaries’ tangible and intangible assets including (i) approximately 18.4 million common units representing limited partner interests in ETP and approximately 81.0 million Class H units of ETP owned by the Partnership; and (ii) the Partnership’s 100% equity interest in Energy Transfer Partners, L.L.C. and Energy Transfer Partners GP, L.P., through which the Partnership indirectly holds all of the outstanding general partnership interests and IDRs in, immediately prior to the consummation of the MLP Merger, ETP and, immediately after the consummation of the MLP Merger, Sunoco Logistics. The 2024 Term Loan Facility initially is not guaranteed by any of the Partnership’s subsidiaries.
Interest accrues on advances at a LIBOR rate or a base rate, based on the election of the Parent Company for each interest period, plus an applicable margin. The applicable margin for LIBOR rate loans is 2.75% and the applicable margin for base rate loans is 1.75%. Proceeds of the borrowings under the 2024 Term Credit Agreement were used to refinance amounts outstanding under the Partnership’s two senior secured term loan facilities and to pay transaction fees and expenses related to the Term Loan Facility and other transactions incidental thereto.
ETE Revolving Credit Facility
The Parent Company has a credit agreement (the “Revolver Credit Agreement”), which has a scheduled maturity date of December 2, 2018, with an option for the Parent Company to extend the term subject to the terms and conditions set forth therein.
Pursuant to the Revolver Credit Agreement, the lenders have committed to provide advances up to an aggregate principal amount of $1.50 billion at any one time outstanding. The Revolver Credit Agreement contains an accordion feature, under which the total commitment may be increased, subject to the terms thereof.
As part of the aggregate commitments under the facility, the Revolver Credit Agreement provides for letters of credit to be issued at the request of the Parent Company in an aggregate amount not to exceed a $150 million sublimit.
Under the Revolver Credit Agreement, the obligations of the Parent Company are secured by a lien on substantially all of the Parent Company’s and certain of its subsidiaries’ tangible and intangible assets. Borrowings under the Revolver Credit Agreement are not guaranteed by any of the Parent Company’s subsidiaries.
Interest accrues on advances at a LIBOR rate or a base rate, based on the election of the Parent Company for each interest period, plus an applicable margin. The issuing fees for all letters of credit are also based on an applicable margin. The applicable margin used in connection with interest rates and fees is based on the then applicable leverage ratio of the Parent Company. The applicable margin for LIBOR rate loans and letter of credit fees ranges from 1.75% to 2.50% and the applicable margin for base rate loans ranges from 0.75% to 1.50%. The Parent Company will also pay a commitment fee based on its leverage ratio on the actual daily unused amount of the aggregate commitments.
Subsidiary Indebtedness
ETP Senior Notes Offerings
In January 2017, ETP issued $600 million aggregate principal amount of 4.20% senior notes due April 2027 and $900 million aggregate principal amount of 5.30% senior notes due April 2047. ETP used the $1.48 billion net proceeds from the offering to refinance current maturities and to repay borrowings outstanding under the ETP Credit Facility.
Sunoco Logistics Senior Notes Offerings
In July 2016, Sunoco Logistics issued $550 million aggregate principal amount of 3.90% senior notes due in July 2026. The net proceeds from this offering were used to repay outstanding credit facility borrowings and for general partnership purposes.

Sunoco LP Term Loan and Senior Notes
In March 2016, Sunoco LP entered into a term loan agreement which provides secured financing in an aggregate principal amount of up to $2.035 billion due 2019. Amounts borrowed under the term loan bear interest at either LIBOR or base rate, based on Sunoco LP’s election for each interest period, plus an applicable margin. The proceeds were used to fund a portion of the ETP dropdown and to pay fees and expenses incurred in connection with the ETP dropdown and the term loan. In December, 2016, Sunoco LP entered into an amendment to the term loan to, among other matters, increase the maximum applicable margin for LIBOR rate loans, increase the maximum ratio of funded debt, and add new obligations to maintain a maximum ratio of secured funded debt to EBITDA of the Sunoco LP. As of December 31, 2016, the balance on the term loan was $1.24 billion. In January 2017, Sunoco LP entered into a limited waiver to its term loan, under which the agents and lenders party thereto waived and deemed remedied the miscalculations of Sunoco LP’s leverage ratio as set forth in its previously delivered compliance certificates and the resulting failure to pay incremental interest owed under the term loan.
In April 2016, Sunoco LP issued $800 million aggregate principal amount of 6.25% Senior Notes due 2021. The net proceeds of $789 million were used to repay a portion of the borrowings under its term loan facility.
Subsidiary Credit Facilities and Commercial Paper
ETP Credit Facility
The ETP Credit Facility allows for borrowings of up to $3.75 billion and matures on November 18, 2019. The indebtedness under the ETP Credit Facility is unsecured and not guaranteed by any of ETP’s subsidiaries and has equal rights to holders of ETP’s current and future unsecured debt. The indebtedness under the ETP Credit Facility has the same priority of payment as our other current and future unsecured debt.
ETP uses the ETP Credit Facility to provide temporary financing for its growth projects, as well as for general partnership purposes. ETP typically repays amounts outstanding under the ETP Credit Facility with proceeds from common unit offerings or long-term notes offerings. The timing of borrowings depends on ETP’s activities and the cash available to fund those activities. The repayments of amounts outstanding under the ETP Credit Facility depend on multiple factors, including market conditions and expectations of future working capital needs, and ultimately are a financing decision made by management. Therefore, the balance outstanding under the ETP Credit Facility may vary significantly between periods. ETP does not believe that such fluctuations indicate a significant change in its liquidity position, because it expects to continue to be able to repay amounts outstanding under the ETP Credit Facility with proceeds from common unit offerings or long-term note offerings.
As of December 31, 2016, the ETP Credit Facility had $2.78 billion outstanding, and the amount available for future borrowings was $813 million taking into account letters of credit of $160 million and commercial paper of $777 million. The weighted average interest rate on the total amount outstanding as of December 31, 2016 was 2.20%.
Sunoco Logistics Credit Facilities
Sunoco Logistics maintains a $2.50 billion unsecured revolving credit agreement (the “Sunoco Logistics Credit Facility”), which matures in March 2020. The Sunoco Logistics Credit Facility contains an accordion feature, under which the total aggregate commitment may be increased to $3.25 billion under certain conditions.
The Sunoco Logistics Credit Facility is available to fund Sunoco Logistics’ working capital requirements, to finance acquisitions and capital projects, to pay distributions and for general partnership purposes. The Sunoco Logistics Credit Facility bears interest at LIBOR or the Base Rate, based on Sunoco Logistics’ election for each interest period, plus an applicable margin. The credit facility may be prepaid at any time. As of December 31, 2016, the Sunoco Logistics Credit Facility had $1.29 billion of outstanding borrowings, which included commercial paper of $50 million. The weighted average interest rate on the total amount outstanding as of December 31, 2016 was 1.76%.
In December 2016, Sunoco Logistics entered into an agreement for a 364-day maturity credit facility ("364-Day Credit Facility"), due to mature in December 2017, with a total lending capacity of $1.00 billion, including a $630 million term loan. The terms of the 364-Day Credit Facility are similar to those of the $2.50 billion Sunoco Logistics Credit Facility, including limitations on the creation of indebtedness, liens and financial covenants. The 364-Day Credit Facility is expected to be terminated and repaid in connection with the completion of the ETP and Sunoco Logistics merger.
Bakken Credit Facility
In August 2016, ETP, Sunoco Logistics and Phillips 66 announced the completion of the project-level financing of the Dakota Access Pipeline and Energy Transfer Crude Oil Pipeline projects (collectively, the “Bakken Pipeline”). The $2.50 billion credit facility is anticipated to provide substantially all of the remaining capital necessary to complete the projects and matures in August

2019 (the “Bakken Credit Facility”). As of December 31, 2016, $1.10 billion of outstanding borrowings. The weighted average interest rate on the total amount outstanding as of December 31, 2016 was 2.13%.
Sunoco LP Credit Facility
Sunoco LP maintains a $1.50 billion revolving credit agreement (the “Sunoco LP Credit Facility”), which was amended in April 2015 from the initially committed amount of $1.25 billion and matures in September 2019. As of December 31, 2016, the Sunoco LP Credit Facility had $1.00 billion of outstanding borrowings. In January 2017, Sunoco LP entered into a limited waiver to its revolving credit facility, under which the agents and lenders party thereto waived and deemed remedied the miscalculations of Sunoco LP’s leverage ratio as set forth in its previously delivered compliance certificates and the resulting failure to pay incremental interest owed under the revolving credit facility.
PennTex Revolving Credit Facility
On December 19, 2014, PennTex entered into a senior secured revolving credit facility with Royal Bank of Canada, as administrative agent, and a syndicate of lenders that became effective upon the closing of PennTex’s initial public offering and matures in December 2019 (the “PennTex Revolving Credit Facility”). The agreement provides for a $275 million commitment that is expandable up to $400 million under certain conditions. The funds have been used for general purposes, including the funding of capital expenditures. PennTex’s assets have been pledged as collateral for this credit facility.
As of December 31, 2016, PennTex had $106 million of available borrowing capacity under the PennTex Revolving Credit Facility. As of December 31, 2016, the weighted average interest rate on outstanding borrowings was 2.90%.
Covenants Related to Our Credit Agreements
Covenants Related to the Parent Company
The Term Loan Facility and ETE Revolving Credit Facility contain customary representations, warranties, covenants, and events of default, including a change of control event of default and limitations on incurrence of liens, new lines of business, merger, transactions with affiliates and restrictive agreements.
The Term Loan Facility and ETE Revolving Credit Facility contain financial covenants as follows:
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.
Covenants Related to ETP

The agreements relating to the ETP senior notes contain restrictive covenants customary for an issuer with an investment-grade rating from the rating agencies, which covenants include limitations on liens and a restriction on sale-leaseback transactions
The ETP Credit Facility contains covenants that limit (subject to certain exceptions) ETP’s and certain of ETP’s subsidiaries’ ability to, among other things:
incur indebtedness;
grant liens;
enter into mergers;
dispose of assets;
make certain investments;
make Distributions (as defined in the ETP Credit Facility) during certain Defaults (as defined in the ETP Credit Facility) and during any Event of Default (as defined in such credit agreement);
engage in business substantially different in nature than the business currently conducted by ETP and its subsidiaries;
engage in transactions with affiliates; and
enter into restrictive agreements.

The ETP Credit Facility also contains a financial covenant that provides that the Leverage Ratio, as defined in the ETP Credit Facility, shall not exceed 5.0 to 1 as of the end of each quarter, with a permitted increase to 5.5 to 1 during a Specified Acquisition Period, as defined in the ETP Credit Facility.
The agreements relating to the Transwestern senior notes contain certain restrictions that, among other things, limit the incurrence of additional debt, the sale of all or substantially all assets and the payment of dividends and specify a maximum debt to capitalization ratio.
Failure to comply with the various restrictive and affirmative covenants of our revolving credit facilities could require us to pay debt balances prior to scheduled maturity and could negatively impact the Operating Companies’ ability to incur additional debt and/or our ability to pay distributions.
Covenants Related to Panhandle
Panhandle is not party to any lending agreement that would accelerate the maturity date of any obligation due to a failure to maintain any specific credit rating, nor would a reduction in any credit rating, by itself, cause an event of default under any of Panhandle’s lending agreements. Financial covenants exist in certain of Panhandle’s debt agreements that require Panhandle to maintain a certain level of net worth, to meet certain debt to total capitalization ratios and to meet certain ratios of earnings before depreciation, interest and taxes to cash interest expense. A failure by Panhandle to satisfy any such covenant would give rise to an event of default under the associated debt, which could become immediately due and payable if Panhandle did not cure such default within any permitted cure period or if Panhandle did not obtain amendments, consents or waivers from its lenders with respect to such covenants.
Panhandle’s restrictive covenants include restrictions on debt levels, restrictions on liens securing debt and guarantees, restrictions on mergers and on the sales of assets, capitalization requirements, dividend restrictions, cross default and cross-acceleration and prepayment of debt provisions. A breach of any of these covenants could result in acceleration of Panhandle’s debt and other financial obligations and that of its subsidiaries.
In addition, Panhandle and/or its subsidiaries are subject to certain additional restrictions and covenants. These restrictions and covenants include limitations on additional debt at some of its subsidiaries; limitations on the use of proceeds from borrowing at some of its subsidiaries; limitations, in some cases, on transactions with its affiliates; limitations on the incurrence of liens; potential limitations on the abilities of some of its subsidiaries to declare and pay dividends and potential limitations on some of its subsidiaries to participate in Panhandle’s cash management program; and limitations on Panhandle’s ability to prepay debt.
Covenants Related to Sunoco Logistics
The Sunoco Logistics $2.50 billion Credit Facility contains various covenants, including limitations on the creation of indebtedness and liens, and other covenants related to the operation and conduct of the business of Sunoco Logistics and its subsidiaries. The Sunoco Logistics Credit Facility also limits Sunoco Logistics, on a rolling four-quarter basis, to a maximum total Consolidated Funded Indebtedness to Consolidated EBITDA ratio, each as defined in the Sunoco Logistics Credit Facility, of 5.0 to 1, which can generally be increased to 5.5 to 1 during an acquisition period. Sunoco Logistics’ ratio of total Consolidated Funded Indebtedness, excluding net unamortized fair value adjustments, to Consolidated EBITDA was 4.4 to 1 at December 31, 2016, as calculated in accordance with the credit agreements.
Covenants Related to Bakken Credit Facility
The Bakken Credit Facility contains standard and customary covenants for a financing of this type, subject to materiality, knowledge and other qualifications, thresholds, reasonableness and other exceptions. These standard and customary covenants include, but are not limited to:
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.
A restricted payment covenant is also included in the Bakken Credit Facility which requires a minimum historic debt service coverage ratio (“DSCR”) of not less than 1.20 to 1 (the “Minimum Historic DSCR”) with respect each 12-month period following the commercial in-service date of the Dakota Access and ETCO Project in order to make certain restricted payments thereunder.
Covenants Related to PennTex
The PennTex Revolving Credit Facility contains various covenants and restrictive provisions that, among other things, limit or restrict PennTex’s ability to incur or guarantee additional debt, incur certain liens on assets, dispose of assets, make certain distributions (including distributions from available cash, if a default or event of default under the credit agreement then exists or would result from making such a distribution), change the nature of PennTex’s business, engage in certain mergers or make certain investments and acquisitions, enter into non-arm’s-length transactions with affiliates and designate certain subsidiaries of PennTex as “Unrestricted Subsidiaries” for purposes of the credit agreement. Currently, no subsidiaries have been designated as Unrestricted Subsidiaries. PennTex is required to comply with a minimum consolidated interest coverage ratio of 2.50x and a maximum consolidated leverage ratio of 4.75x under the PennTex Revolving Credit Facility.
The borrowed amounts accrue interest at a LIBOR rate or a base rate, based on PennTex’s election for each interest period, plus an applicable margin. The applicable margin used in connection with the interest rates and fees is based on the then applicable Consolidated Total Leverage Ratio (as defined therein). The applicable margin for LIBOR rate loans and letter of credit fees range from 2.00% and 3.25% based on the Consolidated Total Leverage Ratio and the applicable margin for ABR loans ranges from 1.00% to 2.25% based on the Consolidated Total Leverage Ratio. The unused portion of the credit facility is subject to a commitment fee, which is based on the Consolidated Total Leverage Ratio and ranges from 0.35% to 0.50% multiplied by the amount of the unused commitment.
Covenants Related to Sunoco LP
The Sunoco LP Credit Facilities contain various customary representations, warranties, covenants and events of default, including a change of control event of default, as defined therein. The Sunoco LP Credit Facilities  require Sunoco LP to maintain a leverage ratio (as defined therein) of not more than (a) as of the last day of each fiscal quarter through December 31, 2017, 6.75 to 1.0, (b) as of March 31, 2018, 6.5 to 1.0, (c) as of June 30, 2018, 6.25 to 1.0, (d) as of September 30, 2018, 6.0 to 1.0, (e) as of December 31, 2018, 5.75 to 1.0 and (f) thereafter, 5.5 to 1.0 (in the case of the quarter ending March 31, 2019 and thereafter, subject to increases to 6.0 to 1.0 in connection with certain specified acquisitions in excess of $50 million, as permitted under the Credit Facilities.  Indebtedness under the Credit Facilities is secured by a security interest in, among other things, all of Sunoco LP’s present and future personal property and all of the present and future personal property of its guarantors, the capital stock of its material subsidiaries (or 66% of the capital stock of material foreign subsidiaries), and any intercompany debt. Upon the first achievement by Sunoco LP of an investment grade credit rating, all security interests securing borrowings under the Credit Facilities will be released.
Compliance with our Covenants
We are required to assess compliance quarterly and were in compliance with all requirements, limitations, and covenants relating to ETE’s and its subsidiaries’ debt agreements as of December 31, 2016.
Each of the agreements referred to above are incorporated herein by reference to our, ETP’s, Sunoco Logistics’ and Sunoco LP’s reports previously filed with the SEC under the Exchange Act. See “Item 1. Business – SEC Reporting.”
Off-Balance Sheet Arrangements
Contingent Residual Support Agreement – AmeriGas
In connection with the closing of the contribution of its propane operations in January 2012, ETP agreed to provide contingent residual support of $1.55 billion of intercompany borrowings made by AmeriGas and certain of its affiliates with maturities through 2022 from a finance subsidiary of AmeriGas that have maturity dates and repayment terms that mirror those of an equal principal amount of senior notes issued by this finance company subsidiary to third-party purchases. In 2016, AmeriGas repurchased certain of its senior notes, which caused a reduction in the amount supported by ETP under the contingent residual support agreement. In February 2017, AmeriGas repurchased $378 million of its 7.00% senior notes, which reduced the remaining amount supported by ETP to $122 million.

Guarantee of Sunoco LP Notes
Retail Holdings provided a limited contingent guarantee of collection, but not of payment, to Sunoco LP with respect to (i) $800 million principal amount of 6.375% senior notes due 2023 issued by Sunoco LP, (ii) $800 million principal amount of 6.25% senior notes due 2021 issued by Sunoco LP and (iii) $2.035 billion aggregate principal for Sunoco LP’s term loan due 2019. In December 2016, Retail Holdings contributed its interests in Sunoco LP, along with the assignment of the guarantee of Sunoco LP’s senior notes, to its subsidiary, ETC M-A Acquisition LLC.
Contractual Obligations
The following documents are filedtable summarizes our long-term debt and other contractual obligations as a part of this Report:December 31, 2016:
  Payments Due by Period
Contractual Obligations Total Less Than 1 Year 1-3 Years 3-5 Years More Than 5 Years
Long-term debt $43,958
 $1,817
 $12,013
 $7,666
 $22,462
Interest on long-term debt(1)
 22,063
 2,086
 3,805
 2,879
 13,293
Payments on derivatives 194
 120
 74
 
 
Purchase commitments(2)
 6,799
 4,444
 929
 621
 805
Transportation, natural gas storage and fractionation contracts 44
 24
 20
 
 
Operating lease obligations 1,162
 148
 246
 220
 548
Other(4)
 46
 8
 15
 15
 8
Total(5)
 $74,266
 $8,647
 $17,102
 $11,401
 $37,116
(1)
variable rate debt, the interest payments were estimated using the interest rate as of December 31, 2016. 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)
Financial Statement Schedules - None.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, 2016 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)
The ETP Preferred Units were redeemed in January 2017.
Exhibits - see(4) Index
Expected contributions to Exhibitsfund 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” our consolidated balance sheets were excluded from the table above as such amounts do not represent contractual obligations or, in some cases, the amount and/or timing of the cash payments is uncertain.
set forth on page E-1.(5)
Excludes net non-current deferred tax liabilities of $5.11 billion due to uncertainty of the timing of future cash flows for such liabilities.
(b) Exhibits - see Index
Cash Distributions
Cash Distributions Paid by the Parent Company
Under the Parent Company Partnership Agreement, the Parent Company will distribute all of its Available Cash, as defined, within 50 days following the end of each fiscal quarter. Available cash generally means, with respect to Exhibits set forthany quarter, all cash on page E-1.
(c) Financial statementshand at the end of affiliates whose securitiessuch quarter less the amount of cash reserves that are pledged as collateral - See Indexnecessary or appropriate in the reasonable discretion of the General Partner that is necessary or appropriate to Financial Statements on page S-1.provide for future cash requirements.


Distributions declared during the periods presented are as follows:

132

Quarter Ended            Record Date  Payment Date  Rate
December 31, 2013 February 7, 2014 February 19, 2014 $0.1731
March 31, 2014 May 5, 2014 May 19, 2014 0.1794
June 30, 2014 August 4, 2014 August 19, 2014 0.1900
September 30, 2014 November 3, 2014 November 19, 2014 0.2075
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
(1)
Certain common unitholders elected to participate in a plan pursuant to which those unitholders elected to forego their cash distributions on all or a portion of their common units for a period of up to nine quarters commencing with the distribution for the quarter ended March 31, 2016 and, in lieu of receiving cash distributions on these common units for each such quarter, each said unitholder received Convertible Units (on a one-for-one basis for each common unit as to which the participating unitholder elected be subject to this plan) that entitled them to receive a cash distribution of up to $0.11 per Convertible Unit. See Note 8, ETE Series A Preferred Units.
Our distributions declared with respect to our Convertible Unit during the year ended December 31, 2016 were as follows:
The total amounts of Contentsdistributions declared during the periods presented (all from Available Cash from the Parent Company’s operating surplus and are shown in the period to which they relate) are as follows:

SIGNATURES
 Years Ended December 31,
 2016 2015 2014
Limited Partners$971
 $1,139
 $866
General Partner interest3
 2
 2
Class D units
 3
 2
Total Parent Company distributions$974
 $1,144
 $870
PursuantCash Distributions Received by the Parent Company
The Parent Company’s cash available for distributions is primarily generated from its direct and indirect interests in ETP and Sunoco LP. Lake Charles LNG’s wholly-owned subsidiaries also contribute to the requirementsParent Company’s cash available for distributions. At December 31, 2016, our interests in ETP and Sunoco LP consisted of Section 13 or 15(d)100% of the Securities Exchange Actrespective general partner interests and IDRs, as well as 2.6 million ETP common units, 81.0 million ETP Class H units, and 2.3 million Sunoco LP common units held by us or our wholly-owned subsidiaries.
We also own 0.1% of 1934, the registrantgeneral partner interests and IDRs of Sunoco Logistics, while ETP owns the remaining general partner interests and IDRs. Additionally, ETE owns 100 ETP Class I Units, the distributions from which offset a portion of IDR subsidies ETE has duly caused this reportpreviously provided to ETP.

As the holder of ETP’s and Sunoco LP’s IDRs, the Parent Company is entitled to an increasing share of ETP’s total distributions above certain target levels. The following table summarizes the target levels (as a percentage of total distributions on common units, IDRs and the general partner interest). The percentage reflected in the table includes only the percentage related to the IDRs and excludes distributions to which the Parent Company would also be signed onentitled through its behalf bydirect or indirect ownership of ETP’s general partner interest, Class H units, Class I units and a portion of the undersigned, thereunto duly authorized.outstanding ETP common units.
Percentage of Total Distributions to IDRsQuarterly Distribution Rate Target Amounts
  ENERGY TRANSFER EQUITY, L.P.ETP
Minimum quarterly distribution—% $0.25
First target distribution—% By:$0.25 to $0.275
Second target distribution13% LE GP, LLC,$0.275 to $0.3175
Third target distribution23% $0.3175 to $0.4125
Fourth target distribution48% its general partner
Date:February 27, 2014By:/s/    Jamie Welch
Jamie Welch
Group Chief Financial Officer (duly
authorized to sign on behalf of the registrant)
Above $0.4125
PursuantThe total amount of distributions to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following personsParent Company from its limited partner interests, general partner interest and incentive distributions (shown in the capacities and onperiod to which they relate) for the dates indicated:
periods ended as noted below is as follows:
SignatureTitleDate
/s/    John W. McReynoldsDirector and PresidentFebruary 27, 2014
John W. McReynolds(Principal Executive Officer)
/s/    Jamie WelchDirector and Group Chief Financial Officer and Head of Business Development (Principal Financial and Accounting Officer)February 27, 2014
Jamie Welch
/s/    Kelcy L. WarrenDirector and Chairman of the BoardFebruary 27, 2014
Kelcy L. Warren
/s/    John D. HarkeyDirectorFebruary 27, 2014
John D. Harkey
/s/    Marshall S. McCrea, IIIDirectorFebruary 27, 2014
Marshall S. McCrea, III
/s/    Matthew S. RamseyDirectorFebruary 27, 2014
Matthew S. Ramsey
/s/    K. Rick TurnerDirectorFebruary 27, 2014
K. Rick Turner
 Years Ended December 31,
 2016 2015 2014
Distributions from ETP:     
Limited Partners$28
 $54
 $119
Class H Units357
 263
 219
General Partner interest32
 31
 21
IDRs1,363
 1,261
 754
IDR relinquishments net of Class I Unit distributions(409) (111) (250)
Total distributions from ETP1,371
 1,498
 863
Distributions from Regency (1)

 
 135
Distributions from Sunoco LP (2)
     
Limited Partner interests7
 
 
IDRs81
 25
 
Total distributions received from subsidiaries$1,459
 $1,523
 $998




133


INDEX TO EXHIBITS
The exhibits listed on the following Exhibit Index are filed as part of this report. Exhibits required by Item 601 of Regulation S-K, but which are not listed below, are not applicable.
Exhibit
Number
2.1General Partner Purchase Agreement, dated May 10, 2010, by and among Regency GP Acquirer, L.P., Energy Transfer Equity, L.P. and ETE GP Acquirer LLC (incorporated by reference to Exhibit 2.1 of Form 8-K/A, file No. 1-32740, filed May 13, 2010)
2.2Contribution Agreement, dated May 10, 2010, by and among Energy Transfer Equity, L.P., Regency Energy Partners LP and Regency Midcontinent Express LLC (incorporated by reference to Exhibit 2.3 of Form 8-K/A, file No. 1-32740, filed May 13, 2010)
2.3Agreement and Plan of Merger, by and among, Energy Transfer Equity, L.P., Sigma Acquisition Corporation, and Southern Union Company, dated as of June 15, 2011 (incorporated by reference to Exhibit 2.1 of Form 8-K, file No. 1-32740, filed June 20, 2011)
2.4Agreement and Plan of Merger, by and among, Energy Transfer Equity, L.P., Sigma Acquisition Corporation, and Southern Union Company, dated as of June 15, 2011, as Amended and Restated as of July 4, 2011 (incorporated by reference to Exhibit 2.1 of Form 8-K, file No. 1-32740, filed July 5, 2011)
2.4.1Support Agreement dated June 15, 2011 by and among Energy Transfer Equity, L.P., Sigma Acquisition Corporation, and certain stockholders of Southern Union Company (incorporated by reference to Exhibit 10.1 of Form 8-K, file No. 1-32740, filed July 5, 2011)
2.5Amended and Restated Agreement and Plan of Merger, by and among, Energy Transfer Partners, L.P., Citrus ETP Acquisition L.L.C., Energy Transfer Equity, L.P., Southern Union Company, and CrossCountry Energy, LLC, dated as of July 19, 2011 (incorporated by reference to Exhibit 2.2 of Form 8-K, file No. 1-32740, filed July 20, 2011)
2.6Amendment No. 1, dated as of September 14, 2011, to Second Amended and Restated Agreement and Plan of Merger, dated as of July 19, 2011, by and among Energy Transfer Equity, L.P., Sigma Acquisition Corporation and Southern Union Company (incorporated by reference to Exhibit 2.1 of Form 8-K, file No. 1-32740, filed September 15, 2011)
2.7Amendment No. 1, dated as of September 14, 2011, to Amended and Restated Agreement and Plan of Merger, dated as of July 19, 2011, by and between Energy Transfer Partners, L.P. and Energy Transfer Equity, L.P. (incorporated by reference to Exhibit 2.2 of Form 8-K, file No. 1-32740, filed September 15, 2011)
2.8Amendment No. 2, dated as of March 23, 2012, to Amended and Restated Agreement and Plan of Merger, by and among Energy Transfer Equity, L.P., Energy Transfer Partners, L.P., Citrus ETP Acquisition, L.L.C, Southern Union Company and CrossCountry Energy, LLC, dated as of July 19, 2011 (incorporated by reference to Exhibit 2.1 of Form 8-K, file No. 1-32740, filed March 28, 2012)
2.9Agreement and Plan of Merger, dated as of April 29, 2012 by and among Energy Transfer Partners, L.P., Sam Acquisition Corporation, Energy Transfer Partners GP, L.P., Sunoco, Inc. and, for certain limited purposes set forth therein, Energy Transfer Equity, L.P. (incorporated by reference to Exhibit 2.1 of Form 8-K, file No. 1-32740, filed May 1, 2012)
2.10Transaction Agreement, dated as of June 15, 2012, by and among Energy Transfer Partners, L.P., Energy Transfer Partners GP, L.P., Heritage Holdings, Inc., Energy Transfer Equity, L.P., ETE Sigma Holdco, LLC and ETE Holdco Corporation (incorporated by reference to Exhibit 2.1 of Form 8-K, file No. 1-32740, filed June 20, 2012)
2.11Amendment No. 1, dated as of June 15, 2012, to the Agreement and Plan of Merger, dated as of April 29, 2012, by and among Energy Transfer Partners, L.P., Sam Acquisition Corporation, Energy Transfer Partners GP, L.P., Sunoco, Inc., and, for certain limited purposes set forth therein, Energy Transfer Equity, L.P. (incorporated by reference to Exhibit 2.2 of Form 8-K, file No. 1-32740, filed June 20, 2012)
2.12Redemption and Transfer Agreement by and between Energy Transfer Equity, L.P. and Energy Transfer Partners, L.P. dated November 19, 2013 (incorporated by reference to Exhibit 2.1 of Form 8-K, file No. 1-32740, filed November 21, 2013)
3.1Certificate of Conversion of Energy Transfer Company, L.P. (incorporated by reference to Exhibit 3.1 of Form S-1, file No. 333-128097, filed September 2, 2005)
3.2Certificate of Limited Partnership of Energy Transfer Equity, L.P. (incorporated by reference to Exhibit 3.2 of Form S-1, file No. 333-128097, filed September 2, 2005)


E- 1


Exhibit
Number
3.3Third Amended Restated Agreement of Limited Partnership of Energy Transfer Equity, L.P. (incorporated by reference to Exhibit 3.1 of Form 8-K, file No. 1-32740, filed February 14, 2006)
3.3.1Amendment No. 1 to Third Amended and Restated Agreement of Limited Partnership of Energy Transfer Equity, L.P. (incorporated by reference to Exhibit 3.3.1 of Form 10-K, file No. 1-32740, filed August 31, 2006)
3.3.2Amendment No. 2 to Third Amended and Restated Agreement of Limited Partnership of Energy Transfer Equity, L.P. (incorporated by reference to Exhibit 3.3.2 of Form 8-K, file No. 1-32740, filed November 13, 2007)
3.3.3Amendment No. 3 to Third Amended and Restated Agreement of Limited Partnership of Energy Transfer Equity, L.P. (incorporated by reference to Exhibit 3.1 of Form 8-K, file No. 1-32740, filed June 2, 2010)
3.4Certificate of Conversion of LE GP, LLC (incorporated by reference to Exhibit 3.4 of Form S-1, file No. 333-128097, filed September 2, 2005)
3.5Certificate of Formation of LE GP, LLC (incorporated by reference to Exhibit 3.5 of Form S-1, file No. 333-128097, filed September 2, 2005)
3.6Amended and Restated Limited Liability Company Agreement of LE GP, LLC (incorporated by reference to Exhibit 3.6.1 of Form 8-K, file No. 1-32740, filed May 8, 2007)
3.6.1Amendment No. 1 to Amended and Restated Limited Liability Company Agreement of LE GP, LLC (incorporated by reference to Exhibit 3.1 of Form 8-K, file No. 1-32740, filed December 23, 2009)
3.7Second Amended and Restated Agreement of Limited Partnership of Energy Transfer Partners, L.P. (formerly named Heritage Propane Partners, L.P.) (incorporated by reference to Exhibit 3.1 of Form 8-K, file No. 1-11727, filed July 28, 2009)
3.8Amended Certificate of Limited Partnership of Energy Transfer Partners, L.P. (incorporated by reference to Exhibit 3.3 of Form 10-Q, file No. 1-11727, filed February 29, 2004)
3.9Third Amended and Restated Agreement of Limited Partnership of Energy Transfer Partners GP, L.P. (incorporated by reference to Exhibit 3.5 of Form 10-Q, file No. 1-11727, filed May 31, 2007)
3.10Third Amended and Restated Limited Liability Company Agreement of Energy Transfer Partners, L.L.C. (incorporated by reference to Exhibit 3.6 of Form 10-Q, file No. 1-11727, filed May 31, 2007)
3.10.1Fourth Amended and Restated Limited Liability Company Agreement of Energy Transfer Partners, L.L.C. (incorporated by reference to Exhibit 3.6 of Form 8-K, file No. 1-11727, filed August 10, 2010)
3.11Certificate of Formation of Energy Transfer Partners, L.L.C. (incorporated by reference to Exhibit 3.13 of Form S-1/A, file No. 333-128097, filed December 20, 2005)
3.11.1Certificate of Amendment of Energy Transfer Partners, L.L.C. (incorporated by reference to Exhibit 3.13.1 of Form S-1/A, file No. 333-128097, filed December 20, 2005)
3.12Restated Certificate of Limited Partnership of Energy Transfer Partners GP, L.P. (incorporated by reference to Exhibit 3.14 of Form S-1/A, file No. 333-128097, filed December 20, 2005)
3.13Second Amendment to Amended and Restated Limited Liability Company Agreement of Regency GP, L.L.C. (incorporated by reference to Exhibit 3.2 of Form 8-K, file No. 1-32740, filed August 10, 2010)
3.14Amendment No. 1, dated March 26, 2012, to the Second Amended and Restated Agreement of Limited Partnership of Energy Transfer Partners, L.P., dated July 28, 2009 (incorporated by reference to Exhibit 3.1 of Form 8-K, file No. 1-32740, filed March 28, 2012)
3.15Amendment No. 2, dated March 26, 2012, to Third Amended and Restated Agreement of Limited Partnership of Energy Transfer Partners GP, L.P., dated April 17, 2007 (incorporated by reference to Exhibit 3.2 of Form 8-K, file No. 1-32740, filed March 28, 2012)
3.16Amendment No. 1, dated March 26, 2012, to the Fourth Amended and Restated Agreement of Limited Liability Company Agreement of Energy Transfer Partners, L.L.C., dated August 10, 2010 (incorporated by reference to Exhibit 3.3 of Form 8-K, file No. 1-32740, filed March 28, 2012)
3.17Amendment No. 4, dated April 30, 2013, to the Second Amended and Restated Agreement of Limited Partnership of Energy Transfer Partners, L.P., as amended (incorporated by reference to Exhibit 3.1 of Form 8-K, file No. 1-32740, filed May 1, 2013)
4.1Indenture dated January 18, 2005 among Energy Transfer Partners, L.P., the subsidiary guarantors named therein and Wachovia Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 of Form 8-K, file No. 1-11727, filed January 19, 2005)
4.2First Supplemental Indenture dated January 18, 2005, among Energy Transfer Partners, L.P., the subsidiary guarantors named therein and Wachovia Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 of Form 8-K, file No. 1-11727, filed January 19, 2005)
4.3Second Supplemental Indenture dated as of February 24, 2005 to Indenture dated as of January 18, 2005 (incorporated by reference to Exhibit 10.45 of Form 10-Q, file No. 1-11727, filed February 28, 2005)


E- 2


Exhibit
Number
4.4Notation of Guaranty (incorporated by reference to Exhibit 10.5 of Form 10-Q, file No. 1-11727, filed February 28, 2005)
4.5Registration Rights Agreement dated January 18, 2005, among Energy Transfer Partners, L.P., the subsidiary guarantors named therein and the initial purchasers party thereto (incorporated by reference to Exhibit 4.3 of Form 8-K, file No. 1-11727, filed January 19, 2005)
4.6Joinder to Registration Rights Agreement dated February 24, 2005, among Energy Transfer Partners, L.P., the Subsidiary Guarantors and Wachovia Bank, National Association, as trustee (incorporated by reference to Exhibit 10.39.1 of Form 10-Q, file No. 1-11727, filed February 28, 2005)
4.7Third Supplemental Indenture dated July 29, 2005, to Indenture dated January 18, 2005, among Energy Transfer Partners, L.P., the subsidiary guarantors named therein, and Wachovia Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 of Form 8-K, file No. 1-11727, filed August 2, 2005)
4.8Registration Rights Agreement dated July 29, 2005, among Energy Transfer Partners, L.P., the subsidiary guarantors named therein, and the initial purchasers party thereto (incorporated by reference to Exhibit 4.2 of Form 8-K, file No. 1-11727, filed August 2, 2005)
4.9Form of Senior Indenture of Energy Transfer Partners, L.P. (incorporated by reference to Exhibit 4.9 of Form 10-K/A, file No. 1-11727, filed August 31, 2005)
4.10Form of Subordinated Indenture of Energy Transfer Partners, L.P. (incorporated by reference to Exhibit 4.10 of Form 10-K/A, file No. 1-11727, filed August 31, 2005)
4.11Fourth Supplemental Indenture dated as of June 29, 2006 to Indenture dated January 18, 2005, among Energy Transfer Partners, L.P., the subsidiary guarantors named therein and Wachovia Bank, National Association, as trustee (incorporated by reference to Exhibit 4.13 of Form 10-K, file No. 1-11727, filed August 31, 2006)
4.12Fifth Supplemental Indenture dated as of October 23, 2006 to Indenture dated January 18, 2005, among Energy Transfer Partners, L.P., the subsidiary guarantors named therein and Wachovia Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 of Form 8-K, file No. 1-11727, filed October 25, 2006)
4.13Sixth Supplemental Indenture dated March 28, 2008, by and between Energy Transfer Partners, L.P., as issuer, and U.S. Bank National Association (as successor to Wachovia Bank, National Association), as trustee (incorporated by reference to Exhibit 4.2 of Form 8-K, file No. 1-11727, filed March 28, 2008)
4.14Seventh Supplemental Indenture dated December 23, 2008, by and between Energy Transfer Partners, L.P., as issuer, and U.S. Bank National Association (as successor to Wachovia Bank, National Association), as trustee (incorporated by reference to Exhibit 4.2 of Form 8-K, file No. 1-11727, filed December 23, 2008)
4.15Eighth Supplemental Indenture dated April 7, 2009, by and between Energy Transfer Partners, L.P., as issuer, and U.S. Bank National Association (as successor to Wachovia Bank, National Association), as trustee (incorporated by reference to Exhibit 4.2 of Form 8-K, file No. 1-11727, filed April 7, 2009)
4.16Energy Transfer Partners, L.P. 2008 Long-Term Incentive Plan (incorporated by reference to Exhibit A of Form DEF 14A, file No. 1-11727, filed November 21, 2008)
4.17Registration Rights Agreement by and among Energy Transfer Equity, L.P. and Regency GP Acquirer, L.P., dated as of May 26, 2010 (incorporated by reference to Exhibit 4.14 of Form 8-K, file No. 1-32740, filed June 2, 2010)
4.18Indenture dated September 20, 2010 between Energy Transfer Equity, L.P. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.14 of Form 8-K, file No. 1-32740, filed September 20, 2010)
4.19First Supplemental Indenture dated September 20, 2010 between Energy Transfer Equity, L.P. and U.S. Bank National Association, as trustee (including form of the Notes) (incorporated by reference to Exhibit 4.15 of Form 8-K, file No. 1-32740, filed September 20, 2010)
4.20Second Supplemental Indenture dated as of February 16, 2012, between Energy Transfer Equity, L.P., and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 of Form 8-K, file No. 1-32740, filed February 17, 2012)
4.21Third Supplemental Indenture dated April 24, 2012 to Indenture dated September 20, 2010 between Energy Transfer Equity, L.P. and US Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 of Form 10-Q, file No. 1-32740, filed August 8, 2012)
4.22Registration Rights Agreement, dated April 30, 2013, by and between Energy Transfer Partners, L.P. and Energy Transfer Equity, L.P. (incorporated by reference to Exhibit 4.1 of Form 8-K, file No. 1-32740, filed May 1, 2013)
4.23Fourth Supplemental Indenture dated December 2, 2013 between Energy Transfer Equity, L.P. and U.S. Bank National Association, as trustee (including form of the Notes) (incorporated by reference to Exhibit 4.2 of Form 8-K, file No. 1-32740, filed December 2, 2013)



E- 3


Exhibit
Number
10.1Purchase and Sale Agreement dated January 26, 2005, among HPL Storage, LP and AEP Energy Services Gas Holding Company II, L.L.C., as Sellers, and LaGrange Acquisition, L.P., as Buyer (incorporated by reference to Exhibit 10.1 of Form 8-K, file No. 1-11727, filed February 1, 2005)
10.2Cushion Gas Litigation Agreement dated January 26, 2005, among AEP Energy Services Gas Holding Company II, L.L.C. and HPL Storage LP, as Sellers, and LaGrange Acquisition, L.P., as Buyer, and AEP Asset Holdings LP, AEP Leaseco LP, Houston Pipe Line Company, LP and HPL Resources Company LP, as Companies (incorporated by reference to Exhibit 10.2 of Form 8-K, file No. 1-11727, filed February 1, 2005)
10.3Energy Transfer Partners, L.P. Summary of Director Compensation (incorporated by reference to Exhibit 10.45 of Form 10-K, file No. 1-11727, filed August 31, 2006)
10.4.1+Energy Transfer Partners, L.P. Amended and Restated 2004 Unit Plan (incorporated by reference to Exhibit 10.6.6 of Form 10-Q, file No. 1-11727, filed June 30, 2008)
10.4.2+Energy Transfer Partners, L.P. Amended and Restated 2008 Long Term Incentive Plan (incorporated by reference to Exhibit 10.1 of Form 8-K, file No. 1-11727, filed December 19, 2008)
10.4.3+Energy Transfer Partners Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 of Form 8-K, file No. 1-11727, filed March 31, 2010)
10.4.4+Form of Grant Agreement under the Energy Transfer Partners, L.P. Amended and Restated 2004 Unit Plan and the Energy Transfer Partners, L.P. 2008 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 of Form 8-K, file No. 1-11727, filed November 1, 2004)
10.4.5+Energy Transfer Partners, L.P. Midstream Bonus Plan (incorporated by reference to Exhibit 10.1 of Form 8-K, file No. 1-11727, filed March 3, 2008)
10.5Registration Rights Agreement for Limited Partner Interests of Heritage Propane Partners, L.P. (incorporated by reference to Exhibit 4.1 of Form 8-K, file No. 1-11727, filed February 4, 2002)
10.6Unitholder Rights Agreement dated January 20, 2004, among Heritage Propane Partners, L.P., Heritage Holdings, Inc., TAAP LP and LaGrange Energy, L.P. (incorporated by reference to Exhibit 4.2 of Form 10-Q, file No. 1-11727, filed February 29, 2004)
10.7Registration Rights Agreement for Limited Partnership Units of LaGrange Energy, L.P. (incorporated by reference to Exhibit 10.47 of Form S-1, file No. 333-128097, filed October 13, 2005)
10.8+Energy Transfer Equity, L.P. Long-Term Incentive Plan (incorporated by reference to Exhibit 10.25 of Form S-1, file No. 333-128097, filed December 20, 2005)
10.9+Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.26 of Form S-1, file No. 333-128097, filed December 20, 2005)
10.10Second Amended and Restated Credit Agreement, dated October 27, 2011, among Energy Transfer Partners, L.P., the borrower, and Wachovia Bank, National Association, as administrative agent, LC issuer and swingline lender, Bank of America, N.A., as syndication agent, BNP Paribas, JPMorgan Chase Bank, N.A. and the Royal Bank of Scotland PLC, as co-documentation agents, and Citibank, N.A., Credit Suisse, Cayman Islands Branch, Deutsche Bank Securities, Inc., Morgan Stanley Bank, Suntrust Bank and UBS Securities, LLC, as senior managing agents, and other lenders party hereto (incorporated by reference to Exhibit 10.1 of Form 8-K, file No. 1-11727, filed November 2, 2011)
10.11Amended and Restated Credit Agreement dated July 13, 2006, between Energy Transfer Equity, L.P. and Wachovia Bank, National Association, as administrative agent, LC issuer and swingline lender, Bank of America, N.A. and Citicorp North America, Inc., as co-syndication agents, BNP Paribas and The Royal Bank of Scotland plc, as co-documentation agents, Credit Suisse Cayman Islands Branch, Deutsche Bank AG New York Branch and UBS Securities LLC, as senior managing agents, and Fortis Capital Corp, Suntrust Bank and Wells Fargo Bank, N.A., as managing agents (incorporated by reference to Exhibit 10.2 of Form 8-K, file No. 1-32740, filed July 19, 2006)
10.12First Amendment to Amended and Restated Credit Agreement, dated November 1, 2006, among Energy Transfer Equity, L.P., as the borrower, Wachovia Bank, National Association as administrative agent, UBS Loan Finance LLC, as syndication agent, BNP Paribas, Citicorp North America, Inc. and JPMorgan Chase Bank, N.A. as co-documentation agents, and UBS Securities LLC and Wachovia Capital Markets, LLC, as joint lead arrangers and joint book managers (incorporated by reference to Exhibit 10.34 of Form 10-K, file No. 1-32740, filed August 31, 2006)
10.12.1Second Amended and Restated Credit Agreement, dated as of May 19, 2010, among Energy Transfer Equity, L.P. as the borrower, Wells Fargo Bank, National Association, as administrative agent, Bank of America, N.A. and Citicorp North America, Inc., as co-syndication agents, BNP PARIBAS and the Royal Bank of Scotland plc, as co-documentation agents, Credit Suisse, Cayman Islands Branch, Deutsche Bank AG New York Branch, and UBS Securities LLC, as senior managing agents, Fortis Capital Corp, and Sun Trust Banks, as managing agents, and other lenders party thereto (incorporated by reference to Exhibit 10.1 of Form 8-K, file No. 1-32740, filed June 2, 2010)




E- 4


Exhibit
Number
10.13Contribution and Conveyance Agreement, dated November 1, 2006, between Energy Transfer Equity, L.P., and Energy Transfer Partners, L.P. (incorporated by reference to Exhibit 10.35 of Form 10-K, file No. 1-32740, filed August 31, 2006)
10.14Contribution, Assumption and Conveyance Agreement, dated November 1, 2006, between Energy Transfer Equity, L.P., and Energy Transfer Investments, L.P. (incorporated by reference to Exhibit 10.36 of Form 10-K, file No. 1-32740, filed August 31, 2006)
10.15Registration Rights Agreement, dated November 1, 2006, between Energy Transfer Partners, L.P. and Energy Transfer Equity, L.P. (incorporated by reference to Exhibit 3.1.10 of Form 8-K, file No. 1-11727, filed November 3, 2006)
10.16Registration Rights Agreement, dated November 1, 2006, between Energy Transfer Equity, L.P. and Energy Transfer Investments, L.P. (incorporated by reference to Exhibit 10.38 of Form 10-K, file No. 1-32740, filed August 31, 2006)
10.17Purchase and Sale Agreement, dated as of September 14, 2006, among Energy Transfer Partners, L.P. and EFS-PA, LLC (a/k/a GE Energy Financial Services), CDPQ Investments (U.S.) Inc., Lake Bluff, Inc., Merrill Lynch Ventures, L.P. and Kings Road Holding I LLC (incorporated by reference to Exhibit 10.1 of Form 8-K, file No. 1-11727, filed September 18, 2006)
10.18Redemption Agreement, dated September 14, 2006, between Energy Transfer Partners, L.P. and CCE Holdings, LLC (incorporated by reference to Exhibit 10.2 of Form 8-K, file No. 1-11727, filed September 18, 2006)
10.19Letter Agreement, dated September 14, 2006, between Energy Transfer Partners, L.P. and Southern Union Company (incorporated by reference to Exhibit 10.3 of Form 8-K, file No. 1-11727, filed September 18, 2006)
10.20Registration Rights Agreement, dated November 27, 2006, by and among Energy Transfer Equity, L.P. and certain investors named therein (incorporated by reference to Exhibit 99.1 of Form 8-K, file No. 1-32740, filed November 30, 2006)
10.21+LE GP, LLC Outside Director Compensation Policy (incorporated by reference to Exhibit 99.1 of Form 8-K, file No. 1-32740, filed December 26, 2006)
10.22Registration Rights Agreement, dated March 2, 2007, by and among Energy Transfer Equity, L.P. and certain investors named therein (incorporated by reference to Exhibit 99.1 of Form 8-K, file No. 1-32740, filed March 5, 2007)
10.23Unitholder Rights and Restrictions Agreement, dated as of May 7, 2007, by and among Energy Transfer Equity, L.P., Ray C. Davis, Natural Gas Partners VI, L.P. and Enterprise GP Holdings, L.P. (incorporated by reference to Exhibit 10.45 of Form 8-K, file No. 1-32740, filed May 7, 2007)
10.24Note Purchase Agreement, dated as of November 17, 2004, by and among Transwestern Pipeline Company, LLC and the Purchasers parties thereto (incorporated by reference to Exhibit 10.55 of Form 10-Q, file No. 1-11727, filed May 31, 2007)
10.24.1Amendment No. 1 to the Note Purchase Agreement, dated as of April 18, 2007, by and among Transwestern Pipeline Company, LLC and the Purchasers parties thereto (incorporated by reference to Exhibit 10.55.1 of Form 10-Q, file No. 1-11727, filed May 31, 2007)
10.25Note Purchase Agreement, dated as of May 24, 2007, by and among Transwestern Pipeline Company, LLC and the Purchasers parties thereto (incorporated by reference to Exhibit 10.6 of Form 10-Q, file No. 1-11727, filed May 31, 2007)
10.26Credit Agreement, dated September 20, 2010 among Energy Transfer Equity, L.P., as the borrower, Credit Suisse AG, as administrative agent and collateral agent, and the other lenders party thereto, and Credit Suisse Securities (USA) LLC, as sole lead arranger and sole book runner (incorporated by reference to Exhibit 10.1 of Form 8-K, file No. 1-32740, filed September 20, 2010)
10.27Pledge and Security Agreement, dated September 20, 2010, by and among Energy Transfer Equity, L.P., Energy Transfer Partners, L.L.C., ETE GP Acquirer LLC, ETE Services Company, LLC, Regency GP LLC, as the grantors, and Credit Suisse AG, Cayman Islands Branch, as collateral agent for the lenders under the Credit Agreement dated September 20, 2010 (incorporated by reference to Exhibit 10.2 of Form 8-K, file No. 1-32740, filed September 20, 2010)
10.28Amended and Restated Support Agreement dated July 4, 2011 by and among Energy Transfer Equity, L.P., Sigma Acquisition Corporation and certain stockholders of Southern Union Company (incorporated by reference to Exhibit 10.5 of Form 8-K, file No. 1-32740, filed July 5, 2011)
10.29Second Amended and Restated Support Agreement, dated as of July 19, 2011, by and among, Energy Transfer Equity, L.P., Sigma Acquisition Corporation and certain stockholders of Southern Union Company (incorporated by reference to Exhibit 10.1 of Form 8-K, file No. 1-32740, filed July 20, 2011)
10.30First Amendment to Credit Agreement, dated September 20, 2010 among Energy Transfer Equity, L.P., as the borrower, Credit Suisse AG, as administrative agent and collateral agent, and the other lenders party thereto, and Credit Suisse Securities (USA) LLC, as sole lead arranger and sole book runner (incorporated by reference to Exhibit 10.1.1 of Form 10-Q, file No. 1-32740, filed August 8, 2011)


E- 5


Exhibit
Number
10.31Support Agreement dated June 15, 2011 by and among Energy Transfer Equity, L.P., Sigma Acquisition Corporation, and certain stockholders of Southern Union Company (incorporated by reference to Exhibit 10.1 of Form 8-K, file No. 1-32740, filed July 5, 2011)
10.32Senior Bridge Term Loan Credit Agreement, dated as of October 17, 2011 among Energy Transfer Equity, L.P., as the borrower, Credit Suisse AG, as administrative agent, and the other lenders party thereto, and Credit Suisse Securities (USA) LLC, as sole arranger and sole bookrunner (incorporated by reference to Exhibit 10.1 of Form 8-K, file No. 1-32740, filed October 21, 2011)
10.33Guarantee of Collection, made as of March 26, 2012, by Citrus ETP Finance LLC, to Energy Transfer Partners, L.P. under the Indenture dated as of January 18, 2005, as supplemented by the Tenth Supplemental Indenture dated as of January 17, 2012 (incorporated by reference to Exhibit 10.1 of Form 8-K, file No. 1-32740, filed March 28, 2012)
10.34Support Agreement, dated March 26, 2012, by and among PEPL Holdings, LLC, Energy Transfer Partners, L.P. and Citrus ETP Finance LLC (incorporated by reference to Exhibit 10.2 of Form 8-K, file No. 1-32740, filed March 28, 2012)
10.35Senior Secured Term Loan Agreement dated March 23, 2012, by and among Energy Transfer Equity, L.P. and Credit Suisse AG, as Administrative Agent, and the other lenders from time to time party thereto (incorporated by reference to Exhibit 10.3 of Form 8-K, file No. 1-32740, filed March 28, 2012)
10.36Amendment No. 2 to Credit Agreement dated, as of March 23, 2012, by and among Energy Transfer Equity, L.P. and Credit Suisse AG, as Administrative Agent and the other lenders party thereto (incorporated by reference to Exhibit 10.4 of Form 8-K, file No. 1-32740, filed March 28, 2012)
10.37Letter Agreement, dated as of April 29, 2012, by and among Energy Transfer Partners, L.P. and Energy Transfer Equity, L.P. (incorporated by reference to Exhibit 10.1 of Form 8-K, file No. 1-32740, filed May 1, 2012)
10.38Amendment No. 1 to Amended and Restated Credit Agreement dated as of September 13, 2012, between Energy Transfer Equity, L.P., several banks and other financial institutions signatories, and Credit Suisse AG, as Administrative Agent for the Lenders (incorporated by reference to Exhibit 10.1.1 of Form 10-Q, file No. 1-32740, filed November 8, 2012)
10.39Amendment No.1 to Senior Secured Term Loan Agreement by and among Energy Transfer Equity, L.P. (the “Borrower”), the Restricted Persons party thereto, the Lenders party thereto and Credit Suisse AG, in its capacity as administrative agent for the Lenders dated as of August 2, 2012 (incorporated by reference to Exhibit 10.1 of Form 8-K, file No. 1-32740, filed August 8, 2012)
10.40Purchase and Sale Agreement dated as of December 14, 2012 among Southern Union Company, Plaza Missouri Acquisition, Inc. and for certain limited purposes The Laclede Group, Inc. (incorporated by reference to Exhibit 10.1 of Form 8-K, file No. 1-32740, filed December 17, 2012)
10.41Purchase and Sale Agreement dated as of December 14, 2012 among Southern Union Company, Plaza Massachusetts Acquisition, Inc. and for certain limited purposes The Laclede Group, Inc. (incorporated by reference to Exhibit 10.2 of Form 8-K, file No. 1-32740, filed December 17, 2012)
10.42First Amendment, dated April 30, 2013, to the Services Agreement, effective as of May 26, 2010, by and among Energy Transfer Equity, L.P., ETE Services Company LLC and Regency Energy Partners LP (incorporated by reference to Exhibit 10.1 of Form 8-K, file No. 1-32740, filed May 1, 2013)
10.43Second Amendment, dated April 30, 2013, to the Shared Services Agreement dated as of August 26, 2005, as amended May 26, 2010, by and between Energy Transfer Equity, L.P. and Energy Transfer Partners, L.P.(incorporated by reference to Exhibit 10.2 of Form 8-K, file No. 1-32740, filed May 1, 2013)
10.44Amendment No. 2 to Senior Secured Term Loan Agreement by and among Energy Transfer Equity, L.P., the Restricted Persons party thereto, the Lenders party thereto and Credit Suisse AG, in its capacity as administrative agent for the Lenders dated as of April 25, 2012 (incorporated by reference to Exhibit 10.3 of Form 8-K, file No. 1-32740, filed May 1, 2013)
10.45Amendment No. 1 to Senior Secured Bridge Term Loan Agreement by and among Energy Transfer Equity, L.P., the Restricted Persons party thereto, the Lenders party thereto and Credit Suisse AG, in its capacity as administrative agent for the Lenders dated as of April 25, 2012 (incorporated by reference to Exhibit 10.4 of Form 8-K, file No. 1-32740, filed May 1, 2013)
10.46Amendment No. 2 to Amended and Restated Credit Agreement by and among Energy Transfer Equity, L.P., the Restricted Persons party thereto, the Lenders party thereto and Credit Suisse AG, in its capacity as administrative agent for the Lenders dated as of April 29, 2012 (incorporated by reference to Exhibit 10.5 of Form 8-K, file No. 1-32740, filed May 1, 2013)
10.47Exchange and Redemption Agreement by and among Energy Transfer Partners, L.P., Energy Transfer Equity, L.P. and ETE Common Holdings, LLC dated August 7, 2013 (incorporated by reference to Exhibit 10.1 of Form 8-K, file No. 1-32740, filed August 8, 2013)

E- 6


Exhibit
Number
10.48Credit Agreement dated as of December 2, 2013 among Energy Transfer Equity, L.P., Credit Suisse AG, Cayman Islands Branch, as administrative agent, and the other lenders party thereto (incorporated by reference to Exhibit 10.1 of Form 8-K, file No. 1-32740, filed December 2, 2013)
10.49Senior Secured Term Loan Agreement dated as of December 2, 2013 among Energy Transfer Equity, L.P., Credit Suisse AG, Cayman Islands Branch, as administrative agent, and the other lenders party thereto (incorporated by reference to Exhibit 10.2 of Form 8-K, file No. 1-32740, filed December 2, 2013)
10.50Second Amended and Restated Pledge and Security Agreement dated December 2, 2013 among Energy Transfer Equity, L.P., the other grantors named therein and U.S. Bank National Association, as collateral agent (incorporated by reference to Exhibit 10.3 of Form 8-K, file No. 1-32740, filed December 2, 2013)
10.51Class D Unit Agreement (incorporated by reference to Exhibit 10.1 of Form 8-K, file No. 1-32740, filed December 27, 2013)
12.1*Computation of Ratio of Earnings to Fixed Charges.
21.1*List of Subsidiaries.
23.1*Consent of Grant Thornton LLP related to Energy Transfer Equity, L.P.
23.2*Consent of Grant Thornton LLP related to ETE Common Holdings, LLC
23.3*Consent to Grant Thornton LLP related to Energy Transfer Partners, L.P.
23.4*Consent of Grant Thornton LLP related to Energy Transfer Partners GP, L.P.
23.5*Consent of Grant Thornton LLP related to Regency Energy Partners LP
23.6*Consent of Grant Thornton LLP related to Regency GP LP
23.7*Consent of Grant Thornton LLP related to ETE GP Acquirer LLC
23.8*Consent of Grant Thornton LLP related to RIGS Haynesville Partnership Co.
23.9*Consent of Grant Thornton LLP related to Lone Star NGL LLC
23.10*Consent of Ernst & Young LLP related to Sunoco Logistics Partners L.P.
23.11*Consent of PricewaterhouseCoopers LLP related to Midcontinent Express Pipeline LLC
31.1*Certification of President (Principal Executive Officer) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**Certification of President (Principal Executive Officer) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**Certification Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1*Report of Independent Registered Public Accounting Firm — Ernst & Young LLP opinion on consolidated financial statements of Sunoco Logistics Partners LP.
99.2Audited financial statements of RIGS Haynesville Partnership Co. as of December 31, 2013, 2012 and 2011 for the years then ended (incorporated by reference to Exhibit 99.2 of Regency Energy Partners LP Form 10-K, File No 1-35262, filed February 27, 2013)
99.3Audited financial statements of Midcontinent Express Pipeline LLC as of December 31, 2013 and 2012 and for the years then ended (incorporated by reference to Exhibit 99.3 of Regency Energy Partners LP Form 10-K, File No. 1-35262, filed February 27, 2013)
99.4Audited financial statements of Midcontinent Express Pipeline LLC as of December 31, 2012 and 2011 and for the years then ended (incorporated by reference to Exhibit 99.4 of Regency Energy Partners LP Form 10-K, File No. 1-35262, filed February 27, 2013)
99.5Audited financial statements of Lone Star NGL LLC as of December 31, 2013, 2012 and for the period from March 21, 2011 to December 31, 2011 (incorporated by reference to Exhibit 99.5 of Regency Energy Partners LP Form 10-K, File No. 1-35262, filed February 27, 2013)
99.6Statement of Policies Relating to Potential Conflicts among Energy Transfer Partners, L.P., Energy Transfer Equity, L.P. and Regency Energy Partners LP dated as of April 26, 2011 (incorporated by reference to Exhibit 99.1 of Form 10-Q, file No. 1-32740, filed August 8, 2011)
101*Interactive data files pursuant to Rule 405 of Regulation S-T: (i) our Consolidated Balance Sheets as of December 31, 2013 and December 31, 2012; (ii) our Consolidated Statements of Operations for the years ended December 31, 2013, 2012 and 2011; (iii) our Consolidated Statements of Comprehensive Income for years ended December 31, 2013, 2012 and 2011; (iv) our Consolidated Statement of Equity for the years ended December 31, 2013, 2012 and 2011; and (v) our Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011.

E- 7


*Filed herewith.
**Furnished herewith.
+Denotes a management contract or compensatory plan or arrangement.

E- 8


INDEX TO FINANCIAL STATEMENTS
Energy Transfer Equity, L.P. and Subsidiaries



F - 1



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Partners
Energy Transfer Equity, L.P.

We have audited the accompanying consolidated balance sheets of Energy Transfer Equity, L.P. (a Delaware limited partnership) and subsidiaries (the “Partnership”) as of December 31, 2013 and 2012, and the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2013. These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We did not audit the consolidated financial statements of Sunoco Logistics Partners L.P., a consolidated subsidiary, as of December 31, 2012 and for the period from October 5, 2012 to December 31, 2012, which statements reflect total assets constituting 21 percent of consolidated total assets as of December 31, 2012, and total revenues of 19 percent of consolidated total revenues for the year then ended. Those statements were audited by other auditors, whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for Sunoco Logistics Partners L.P. as of December 31, 2012 and for the period from October 5, 2012 to December 31, 2012, is based solely on the report of the other auditors.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the report of the other auditors provide a reasonable basis for our opinion.
In our opinion, based on our audits and the report of the other auditors, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Energy Transfer Equity, L.P. and subsidiaries as of December 31, 2013 and 2012, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2013 in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Partnership’s internal control over financial reporting as of December 31, 2013, based on criteria established in the 1992 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 27, 2014 expressed an unqualified opinion thereon.

/s/ GRANT THORNTON LLP

Dallas, Texas
February 27, 2014



F - 2


ENERGY TRANSFER EQUITY, L.P. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in millions)
 December 31,
 2013 2012
ASSETS   
CURRENT ASSETS:   
Cash and cash equivalents$590
 $372
Accounts receivable, net3,658
 3,057
Accounts receivable from related companies63
 71
Inventories1,807
 1,522
Exchanges receivable67
 55
Price risk management assets39
 25
Current assets held for sale
 184
Other current assets312
 311
Total current assets6,536
 5,597
    
PROPERTY, PLANT AND EQUIPMENT33,917
 30,388
ACCUMULATED DEPRECIATION(3,235) (2,104)
 30,682
 28,284
    
NON-CURRENT ASSETS HELD FOR SALE
 985
ADVANCES TO AND INVESTMENTS IN UNCONSOLIDATED AFFILIATES4,014
 4,737
NON-CURRENT PRICE RISK MANAGEMENT ASSETS18
 43
GOODWILL5,894
 6,434
INTANGIBLE ASSETS, net2,264
 2,291
OTHER NON-CURRENT ASSETS, net922
 533
Total assets$50,330
 $48,904





















The accompanying notes are an integral part of these consolidated financial statements.
F - 3


ENERGY TRANSFER EQUITY, L.P. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in millions)
 December 31,
 2013 2012
LIABILITIES AND EQUITY   
CURRENT LIABILITIES:   
Accounts payable$3,834
 $3,107
Accounts payable to related companies14
 15
Exchanges payable284
 156
Price risk management liabilities53
 115
Accrued and other current liabilities1,678
 1,754
Current maturities of long-term debt637
 613
Current liabilities held for sale
 85
Total current liabilities6,500
 5,845
    
NON-CURRENT LIABILITIES HELD FOR SALE
 142
LONG-TERM DEBT, less current maturities22,562
 21,440
DEFERRED INCOME TAXES3,865
 3,566
NON-CURRENT PRICE RISK MANAGEMENT LIABILITIES73
 162
PREFERRED UNITS (Note 7)
 331
OTHER NON-CURRENT LIABILITIES1,019
 995
    
COMMITMENTS AND CONTINGENCIES (Note 11)

 

    
PREFERRED UNITS OF SUBSIDIARY (Note 7)32
 73
EQUITY:   
General Partner(3) 
Limited Partners:   
Common Unitholders (559,923,300 and 559,911,216 units authorized, issued and outstanding as of December 31, 2013 and 2012, respectively)1,066
 2,125
Class D Units (1,540,000 units authorized, issued and outstanding at December 31, 2013)6
 
Accumulated other comprehensive income (loss)9
 (12)
Total partners’ capital1,078
 2,113
Noncontrolling interest15,201
 14,237
Total equity16,279
 16,350
Total liabilities and equity$50,330
 $48,904











The accompanying notes are an integral part of these consolidated financial statements.
F - 4


ENERGY TRANSFER EQUITY, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in millions, except per unit data)
 Years Ended December 31,
 2013 2012 2011
REVENUES:     
Natural gas sales$3,842
 $2,705
 $2,982
NGL sales3,618
 2,253
 1,716
Crude sales15,477
 2,872
 
Gathering, transportation and other fees3,097
 2,386
 1,819
Refined product sales18,479
 5,299
 
Other3,822
 1,449
 1,673
Total revenues48,335
 16,964
 8,190
COSTS AND EXPENSES:     
Cost of products sold42,554
 13,088
 5,169
Operating expenses1,642
 1,116
 945
Depreciation and amortization1,313
 871
 586
Selling, general and administrative586
 529
 253
Goodwill impairment689
 
 
Total costs and expenses46,784
 15,604
 6,953
OPERATING INCOME1,551
 1,360
 1,237
OTHER INCOME (EXPENSE):     
Interest expense, net of interest capitalized(1,221) (1,018) (740)
Bridge loan related fees
 (62) 
Equity in earnings of unconsolidated affiliates236
 212
 117
Gain on deconsolidation of Propane Business
 1,057
 
Gain on sale of AmeriGas common units87
 
 
Losses on extinguishments of debt(162) (123) 
Gains (losses) on interest rate derivatives53
 (19) (78)
Impairments of investments in affiliates
 
 (5)
Non-operating environmental remediation(168) 
 
Other, net(1) 30
 17
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAX EXPENSE375
 1,437
 548
Income tax expense from continuing operations93
 54
 17
INCOME FROM CONTINUING OPERATIONS282
 1,383
 531
Income (loss) from discontinued operations33
 (109) (3)
NET INCOME315
 1,274
 528
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST119
 970
 218
NET INCOME ATTRIBUTABLE TO PARTNERS196
 304
 310
GENERAL PARTNER’S INTEREST IN NET INCOME
 2
 1
LIMITED PARTNERS’ INTEREST IN NET INCOME$196
 $302
 $309
INCOME FROM CONTINUING OPERATIONS PER LIMITED PARTNER UNIT:     
Basic$0.33
 $0.59
 $0.69
Diluted$0.33
 $0.59
 $0.69
NET INCOME PER LIMITED PARTNER UNIT:     
Basic$0.35
 $0.57
 $0.69
Diluted$0.35
 $0.57
 $0.69

The accompanying notes are an integral part of these consolidated financial statements.
F - 5


ENERGY TRANSFER EQUITY, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in millions)
 Years Ended December 31,
 2013 2012 2011
Net income$315
 $1,274
 $528
Other comprehensive income (loss), net of tax:     
Reclassification to earnings of gains and losses on derivative instruments accounted for as cash flow hedges(4) (17) (19)
Change in value of derivative instruments accounted for as cash flow hedges(1) 12
 7
Change in value of available-for-sale securities2
 
 (1)
Actuarial gain (loss) relating to pension and other postretirement benefits66
 (10) 
Foreign currency translation adjustment(1) 
 
Change in other comprehensive income from equity investments17
 (9) 
 79
 (24) (13)
Comprehensive income394
 1,250
 515
Less: Comprehensive income attributable to noncontrolling interest181
 959
 209
Comprehensive income attributable to partners$213
 $291
 $306




































The accompanying notes are an integral part of these consolidated financial statements.
F - 6


ENERGY TRANSFER EQUITY, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
(Dollars in millions)

 
General
Partner
 
Common
Unitholders
 Class D Units 
Accumulated
Other
Comprehensive
Income (Loss)
 
Non-
controlling
Interest
 Total
Balance, December 31, 2010$1
 $114
 $
 $5
 $6,127
 $6,247
Distributions to partners(2) (524) 
 
 
 (526)
Distributions to noncontrolling interest
 
 
 
 (779) (779)
Subsidiary equity offerings, net of issue costs
 153
 
 
 1,750
 1,903
Subsidiary units issued in acquisition
 
 
 
 3
 3
Non-cash compensation expense, net of units tendered by employees for tax withholdings
 1
 
 
 33
 34
Other, net
 (1) 
 
 (8) (9)
Other comprehensive loss, net of tax
 
 
 (4) (9) (13)
Net income1
 309
 
 
 218
 528
Balance, December 31, 2011
 52
 
 1
 7,335
 7,388
Distributions to partners(2) (664) 
 
 
 (666)
Distributions to noncontrolling interest
 
 
 
 (1,017) (1,017)
Units issued in Southern Union Merger (See Note 3)
 2,354
 
 
 
 2,354
Subsidiary equity offerings, net of issue costs
 33
 
 
 1,070
 1,103
Subsidiary units issued in acquisition
 47
 
 
 2,248
 2,295
Non-cash compensation expense, net of units tendered by employees for tax withholdings
 1
 
 
 31
 32
Capital contributions received from noncontrolling interest
 
 
 
 42
 42
Holdco Transaction (see Note 3)
 
 
 
 3,580
 3,580
Other, net
 
 
 
 (11) (11)
Other comprehensive loss, net of tax
 
 
 (13) (11) (24)
Net income2
 302
 
 
 970
 1,274
Balance, December 31, 2012
 2,125
 
 (12) 14,237
 16,350
Distributions to partners(2) (731) 
 
 
 (733)
Distributions to noncontrolling interest
 
 
 
 (1,428) (1,428)
Subsidiary equity offerings, net of issue costs
 122
 
 
 1,637
 1,759
Subsidiary units issued in acquisition(1) (506) 
 
 507
 
Non-cash compensation expense, net of units tendered by employees for tax withholdings
 1
 6
 
 47
 54
Capital contributions received from noncontrolling interest
 
 
 
 18
 18
Other, net
 
 
 4
 (39) (35)
Conversion of Regency Preferred Units for Regency Common Units
 
 
 
 41
 41
Deemed distribution related to SUGS Transaction
 (141) 
 
 
 (141)
Other comprehensive income, net of tax
 
 
 17
 62
 79
Net income
 196
 
 
 119
 315
Balance, December 31, 2013$(3) $1,066
 $6
 $9
 $15,201
 $16,279


The accompanying notes are an integral part of these consolidated financial statements.
F - 7


ENERGY TRANSFER EQUITY, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in millions)
 Years Ended December 31,
 2013 2012 2011
CASH FLOWS FROM OPERATING ACTIVITIES:     
Net income$315
 $1,274
 $528
Reconciliation of net income to net cash provided by operating activities:     
Depreciation and amortization1,313
 871
 586
Deferred income taxes43
 51
 1
Gain on curtailment of other postretirement benefit plans
 (15) 
Amortization included in interest expense(55) (13) 20
Bridge loan related fees
 62
 
Non-cash compensation expense61
 47
 42
Gain on deconsolidation of Propane Business
 (1,057) 
Gain on sale of AmeriGas common units(87) 
 
Goodwill impairment689
 
 
Losses on extinguishments of debt162
 123
 
Losses on disposal of assets2
 4
 1
Equity in earnings of unconsolidated affiliates(236) (212) (117)
Distributions from unconsolidated affiliates313
 208
 126
LIFO valuation adjustments(3) 75
 
Other non-cash51
 211
 33
Net change in operating assets and liabilities, net of effects of acquisitions and deconsolidations (see Note 2)(149) (551) 158
Net cash provided by operating activities2,419
 1,078
 1,378
CASH FLOWS FROM INVESTING ACTIVITIES:     
Cash paid for Southern Union Merger, net of cash received (See Note 3)
 (2,972) 
Cash proceeds from contribution and sale of propane operations
 1,443
 
Cash proceeds from the sale of the MGE and NEG assets (See Note 3)1,008
 
 
Cash proceeds from the sale of AmeriGas common units346
 
 
Cash paid for all other acquisitions(405) (10) (1,972)
Proceeds from the sale of other assets89
 251
 33
Capital expenditures (excluding allowance for equity funds used during construction)(3,505) (3,271) (1,810)
Contributions in aid of construction costs52
 35
 25
Contributions to unconsolidated affiliates(3) (37) (222)
Distributions from unconsolidated affiliates in excess of cumulative earnings419
 189
 72
Restricted cash(348) 5
 
Other
 171
 
Net cash used in investing activities(2,347) (4,196) (3,874)
CASH FLOWS FROM FINANCING ACTIVITIES:     
Proceeds from borrowings12,934
 12,870
 8,262
Repayments of long-term debt(11,951) (8,848) (6,264)
Subsidiary equity offerings, net of issue costs1,759
 1,103
 1,903
Distributions to partners(733) (666) (526)
Distributions to noncontrolling interests(1,428) (1,017) (779)
Debt issuance costs(87) (112) (53)
Capital contributions received from noncontrolling interest18
 42
 
Redemption of Preferred Units(340) 
 
Other, net(26) (8) (7)
Net cash provided by financing activities146
 3,364
 2,536
INCREASE IN CASH AND CASH EQUIVALENTS218
 246
 40
CASH AND CASH EQUIVALENTS, beginning of period372
 126
 86
CASH AND CASH EQUIVALENTS, end of period$590
 $372
 $126

The accompanying notes are an integral part of these consolidated financial statements.
F - 8


ENERGY TRANSFER EQUITY, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollar and unit amounts, except per unit data, are in millions)

1.
(1)
ETP’s acquisition of Regency closed on April 30, 2015; therefore, no distributions in relation to the quarter ended March 31, 2015 or subsequent quarters were paid by Regency. Instead, distributions from ETP include distributions on the limited partner interests received by ETE as consideration in ETP’s acquisition of Regency.
OPERATIONS AND ORGANIZATION:(2)
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.
Financial Statement Presentation
The consolidated financial statementsIn July 2016, ETE agreed to relinquish an aggregate amount of Energy Transfer Equity, L.P. (the “Partnership,” “we” or “ETE”) presented herein$720 million in incentive distributions commencing with the quarter ended June 30, 2016 and ending with the quarter ending December 31, 2017, including a relinquishment of $255 million for the yearsyear ended December 31, 2013, 2012 and 2011, have been prepared2016. In connection with the PennTex acquisition in accordance with GAAP and pursuant to the rules and regulations of the SEC. We consolidate all majority-owned subsidiaries and limited partnerships, which we control as the general partner or owner of the general partner. All significant intercompany transactions and accounts are eliminated in consolidation. Management has evaluated subsequent events through the date the financial statements were issued.
AsNovember 2016, discussed in Note 8,2, ETE has agreed to a perpetual waiver of incentive distributions in Januarythe amount of $33 million annually.
ETE has also previously agreed to relinquish additional incentive distributions. In the aggregate, including relinquishments agreed to in July and November 2016, ETE has agreed to relinquish its right to the following amounts of incentive distributions in future periods, including distributions on Class I Units:
  Total Year
2017 $626
2018 138
2019 128
Each year beyond 2019 33

Cash Distributions Paid by ETP
ETP expects to use substantially all of its cash provided by operating and financing activities from its operating companies to provide distributions to its Unitholders. Under ETP’s partnership agreement, ETP will distribute to its partners within 45 days after the end of each calendar quarter, an amount equal to all of its Available Cash (as defined in ETP’s partnership agreement) for such quarter. Available Cash generally means, with respect to any quarter of ETP, all cash on hand at the end of such quarter less the amount of cash reserves established by ETP’s General Partner in its reasonable discretion that is necessary or appropriate to provide for future cash requirements. ETP’s commitment to its Unitholders is to distribute the increase in its cash flow while maintaining prudent reserves for its operations.
Distributions declared by ETP during the periods presented are as follows:
  Record Date  Payment Date  Rate
December 31, 2013 February 7, 2014 February 14, 2014 $0.9200
March 31, 2014 May 5, 2014 May 15, 2014 0.9350
June 30, 2014 August 4, 2014 August 14, 2014 0.9550
September 30, 2014 November 3, 2014 November 14, 2014 0.9750
December 31, 2014 February 6, 2015 February 13, 2015 0.9950
March 31, 2015 May 8, 2015 May 15, 2015 1.0150
June 30, 2015 August 6, 2015 August 14, 2015 1.0350
September 30, 2015 November 5, 2015 November 16, 2015 1.0550
December 31, 2015 February 8, 2016 February 16, 2016 1.0550
March 31, 2016 May 6, 2016 May 16, 2016 1.0550
June 30, 2016 August 8, 2016 August 15, 2016 1.0550
September 30, 2016 November 7, 2016 November 14, 2016 1.0550
December 31, 2016 February 7, 2017 February 14, 2017 1.0550
The total amounts of distributions declared during the periods presented (all from Available Cash from ETP’s operating surplus and are shown in the period to which they relate) are as follows (in millions):
 Years Ended December 31,
 2016 2015 2014
Limited Partners:     
  Common Units$2,196
 $2,024
 $1,298
  Class H Units357
 263
 219
General Partner interest32
 31
 21
Incentive distributions (1)
1,363
 1,261
 754
IDR relinquishments net of Class I Unit distributions(409) (111) (250)
Total ETP distributions$3,539
 $3,468
 $2,042
(1)
The increases for the year ended December 31, 2015 include the impacts from Common Units issued in the Regency Merger, as well as increases in distributions per unit.


Cash Distributions Paid by Sunoco Logistics
Sunoco Logistics is required by its partnership agreement to distribute all cash on hand at the end of each quarter, less appropriate reserves determined by its general partner.
Distributions declared during the periods presented were as follows:
Quarter Ended Record Date Payment Date Rate
December 31, 2013 February 10, 2014 February 14, 2014 $0.3312
March 31, 2014 May 9, 2014 May 15, 2014 0.3475
June 30, 2014 August 8, 2014 August 14, 2014 0.3650
September 30, 2014 November 7, 2014 November 14, 2014 0.3825
December 31, 2014 February 9, 2015 February 13, 2015 0.4000
March 31, 2015 May 11, 2015 May 15, 2015 0.4190
June 30, 2015 August 10, 2015 August 14, 2015 0.4380
September 30, 2015 November 9, 2015 November 13, 2015 0.4580
December 31, 2015 February 8, 2016 February 12, 2016 0.4790
March 31, 2016 May 9, 2016 May 13, 2016 0.4890
June 30, 2016 August 8, 2016 August 12, 2016 0.5000
September 30, 2016 November 9, 2016 November 14, 2016 0.5100
December 31, 2016 February 7, 2017 February 14, 2017 0.5200
In connection with the acquisition from Vitol, Sunoco Logistics’ general partner executed an amendment to its partnership agreement in September 2016 which provides for a reduction to the incentive distributions paid by Sunoco Logistics. The reductions will total $60 million over a two-year period, recognized ratably over eight quarters, beginning with the third quarter 2016 cash distribution. The incentive distribution reduction will reduce the incentive distributions that ETP receives from Sunoco Logistics, as well as the amount of distributions that ETP pays on its Class H units.
The total amounts of Sunoco Logistics distributions declared during the periods presented were as follows (all from Available Cash from Sunoco Logistics’ operating surplus and are shown in the period with respect to which they relate):
 Years Ended December 31,
 2016 2015 2014
Limited Partners     
Common units held by public$485
 $344
 $225
Common units held by ETP135
 120
 100
General Partner interest held by ETP15
 12
 10
Incentive distributions held by ETP397
 281
 175
IDR reduction(15) 
 
Total distributions declared$1,017
 $757
 $510
PennTex Quarterly Distributions of Available Cash
PennTex is required by its partnership agreement to distribute a minimum quarterly distribution of $0.2750 per unit at the end of each quarter. Distributions declared during the periods presented were as follows:
Quarter Ended Record Date Payment Date Rate
September 30, 2016 November 7, 2016 November 14, 2016 $0.2950
December 31, 2016 February 7, 2017 February 14, 2017 0.2950

Cash Distributions Paid by Sunoco LP
Sunoco LP is required by its partnership agreement to distribute all cash on hand at the end of each quarter, less appropriate reserves determined by its general partner.
Distributions declared by Sunoco LP during the periods presented were as follows:
Quarter Ended Record Date Payment Date Rate
September 30, 2014 November 18, 2014 November 28, 2014 $0.5457
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
The total amounts of Sunoco LP distributions declared during the periods presented were as follows (all from Available Cash from Sunoco LP’s operating surplus and are shown in the period with respect to which they relate):
 Years Ended December 31,
 2016 2015 2014
Limited Partners:     
Common units held by public$166
 $90
 $22
Common and subordinated units held by ETP(1)
143
 89
 17
Common and subordinated units held by ETE8
 
 
General Partner interest and Incentive distributions(2)
81
 30
 1
Total distributions declared$398
 $209
 $40
(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.
New Accounting Standards
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-09, Revenuefrom Contracts with Customers (Topic 606) (“ASU 2014-09”), which clarifies the principles for recognizing revenue based on the core principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
In August 2015, the FASB deferred the effective date of ASU 2014-09, which is now effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catchup transition method). The Partnership completedexpects to adopt ASU 2014-09 in the first quarter of 2018 and will apply the cumulative catchup transition method.
We are in the process of evaluating our revenue contracts by segment and fee type to determine the potential impact of adopting the new standards. At this point in our evaluation process, we have determined that the timing and/or amount of revenue that we recognize on certain contracts may be impacted by the adoption of the new standard; however, we are still in the process of quantifying these impacts and cannot say whether or not they would be material to our financial statements. In addition, we are in the process of implementing appropriate changes to our business processes, systems and controls to support recognition and

disclosure under the new standard. We continue to monitor additional authoritative or interpretive guidance related to the new standard as it becomes available, as well as comparing our conclusions on specific interpretative issues to other peers in our industry, to the extent that such information is available to us.
In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), which establishes the principles that lessees and lessors shall apply to report useful information to users of financial statements about the amount, timing, and uncertainty of cash flows arising from a two-for-one split of ETE Common Units. All references to unitlease. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, and per unit amounts ininterim periods within those fiscal years. Early adoption is permitted. The Partnership is currently evaluating the impact that adopting this new standard will have on the consolidated financial statements and related disclosures.
In October 2016, the FASB issued Accounting Standards Update No. 2016-16, Income Taxes (Topic 740): Intra-entity Transfers of Assets Other Than Inventory (“ASU 2016-16”), which requires that entities recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The amendments in these notes tothis update do not change GAAP for the pre-tax effects of an intra-entity asset transfer under Topic 810, Consolidation, or for an intra-entity transfer of inventory. ASU 2016-16 is effective for fiscal years beginning after December 15, 2017, and interim periods within those annual periods. Early adoption is permitted. The Partnership is currently evaluating the impact that adoption of this standard will have on the consolidated financial statements have been adjusted to reflectand related disclosures.
On January 1, 2017, the effectPartnership adopted Accounting Standards Update No. 2016-09, Stock Compensation (Topic 718) (“ASU 2016-09”). The objective of the unit splitupdate is to reduce complexity in accounting standards. The areas for all periods presented.
On March 26, 2012, we acquired allsimplification in this update involve several aspects of the outstanding sharesaccounting for employee share-based payment transactions, including the income tax consequences, classification of Southern Union. On October 5, 2012, ETP completedawards as either equity or liabilities, and classification on the Sunoco Merger and we and ETP also completedstatement of cash flows. The adoption of this standard did not have a material impact on the Holdco Transaction at that time. On April 30, 2013, ETP acquired our 60% interest in Holdco. See Note 3 for more information regarding these transactions.
At December 31, 2013, our equity interests in Regency and ETP consisted of 100% of the respective general partner interest and IDRs, as well as the following:
 ETP Regency
Units held by wholly-owned subsidiaries:   
Common units49.6 26.3
ETP Class H units50.2 
Units held by less than wholly-owned subsidiaries:   
Common units 31.4
Regency Class F units 6.3
ThePartnership’s consolidated financial statements and related disclosures.
On January 1, 2017, the Partnership adopted Accounting Standards Update No. 2016-17, Consolidation (Topic 810): Interests Held Through Related Parties That Are Under Common Control (“ASU 2016-17”), which amends the consolidation guidance on how a reporting entity that is the single decision maker of ETE presented herein include the results of operations of:
the Parent Company;
our controlled subsidiaries, ETP and Regency (see description of their respective operations below under “Business Operations”);
ETP’s and Regency’s consolidated subsidiaries and our wholly-owned subsidiaries that own the general partner and IDRa variable interest entity (VIE) should treat indirect interests in ETPthe entity held through related parties that are under common control with the reporting entity when determining whether it is the primary beneficiary of that VIE. Under the amendments, a single decision maker is required to include indirect interests on a proportionate basis consistent with indirect interests held through other related parties. The adoption of this standard did not have an impact on the Partnership’s consolidated financial statements and Regency.related disclosures.
As a resultIn January 2017, the FASB issued ASU No. 2017-04 “Intangibles-Goodwill and other (Topic 350): Simplifying the test for goodwill impairment”. The amendments in this update remove the second step of the Southern Union Merger in March 2012two-step test currently required by Topic 350. An entity will apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit's carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The new guidance does not amend the optional qualitative assessment of goodwill impairment. This ASU is effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. We expect that our adoption of this standard will change our approach for testing goodwill for impairment; however, this standard requires prospective application and therefore will only impact periods subsequent to adoption.
Estimates and Critical Accounting Policies
The selection and application of accounting policies is an important process that has developed as our business activities have evolved and as the accounting rules have developed. Accounting rules generally do not involve a selection among alternatives, but involve an implementation and interpretation of existing rules, and the Holdco Transaction in October 2012, the periods presented herein do not include activities from Southern Union or Sunoco prioruse of judgment applied to the consummationspecific set of circumstances existing in our business. We make every effort to properly comply with all applicable rules, and we believe the proper implementation and consistent application of the respective mergers and/or transactions.
accounting rules are critical. Our subsidiaries also own varying undivided interests in certain pipelines. Ownership of these pipelines has been structured as an ownership of an undivided interest in assets, not as an ownership interest in a partnership, limited liability company, joint venture or other forms of entities. Each owner controls marketing and invoices separately, and each owner is responsible for any loss, damage or injury that may occur to their own customers. As a result, we apply proportionate consolidation forcritical accounting policies are discussed below. For further details on our interests in these entities.
Certain prior period amounts have been reclassified to conform to the 2013 presentation. These reclassifications had no impact on net income or total equity. In October 2012, ETP sold Canyon and the results of continuing operations of Canyon have been reclassified to income (loss) from discontinued operations and the prior year amounts have been adjusted to present Canyon’s operations as discontinued operations. Canyon was previously included in ETP’s midstream operations. In 2013, Southern Union sold its distribution operations. The results of operations of the distribution operations have been reported as income (loss) from discontinued operations. The assets and liabilities of the disposal group have been reported as assets and liabilities held for sale as of December 31, 2012.

F - 9


Unless the context requires otherwise, references to “we,” “us,” “our,” the “Partnership” and “ETE” mean Energy Transfer Equity, L.P. and its consolidated subsidiaries, which include ETP, ETP GP, ETP LLC, Regency, Regency GP, Regency LLC, Panhandle (or Southern Union prior to its merger into Panhandle in January 2014), Sunoco, Sunoco Logistics and Holdco. References to the “Parent Company” mean Energy Transfer Equity, L.P. on a stand-alone basis.
Business Operations
The Parent Company’s principal sources of cash flow are derived from its direct and indirect investments in the limited partner and general partner interests in ETP and Regency. The Parent Company’s primary cash requirements are for general and administrative expenses, debt service requirements and distributions to its partners. Parent Company-only assets are not available to satisfy the debts and other obligations of ETE’s subsidiaries. In order to understand the financial condition of the Parent Company on a stand-alone basis,accounting policies, see Note 17 for stand-alone2 to our consolidated financial information apart from that of the consolidated partnership information included herein.statements.
Our activities are primarily conducted through our operating subsidiaries as follows:
ETP’s operations are conducted through the following subsidiaries:
ETC OLP, a Texas limited partnership primarily engaged in midstream and intrastate transportation and storage natural gas operations. ETC OLP owns and operates, through its wholly and majority-owned subsidiaries, natural gas gathering systems, intrastate natural gas pipeline systems and gas processing plants and is 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. ETC OLP’s intrastate transportation and storage operations primarily focus on transporting natural gas in Texas through its Oasis pipeline, ET Fuel System, East Texas pipeline and HPL System. ETC OLP’s midstream operations focus on the gathering, compression, treating, conditioning and processing of natural gas, primarily on or through its Southeast Texas System, Eagle Ford System, North Texas System and Northern Louisiana assets. ETC OLP also owns a 70% interest in Lone Star and also owns a convenience store operator with approximately 300 company-owned and dealer locations.
ET Interstate, a Delaware limited liability company with revenues consisting primarily of fees earned from natural gas transportation services and operational gas sales. ET Interstate is the parent company of:
Transwestern, a Delaware limited liability company engaged in interstate transportation of natural gas. Transwestern’s revenues consist primarily of fees earned from natural gas transportation services and operational gas sales.
ETC FEP, a Delaware limited liability company that directly owns a 50% interest in FEP, which owns 100% of the Fayetteville Express interstate natural gas pipeline.
ETC Tiger, a Delaware limited liability company engaged in interstate transportation of natural gas.
CrossCountry, a Delaware limited liability company that indirectly owns a 50% interest in Citrus Corp., which owns 100% of the FGT interstate natural gas pipeline.
ETC Compression, a Delaware limited liability company engaged in natural gas compression services and related equipment sales.
Sunoco Logistics is a publicly traded Delaware limited partnership that owns and operates a logistics business, consisting of refined products and crude oil pipelines, terminalling and storage assets, and refined products and crude oil acquisition and marketing assets.
Holdco is a Delaware limited liability company that indirectly owns Panhandle and Sunoco. As discussed in Note 3, ETP acquired ETE’s 60% interest in Holdco on April 30, 2013. Panhandle and Sunoco operations are described as follows:
Panhandle owns and operates assets in the regulated and unregulated natural gas industry and is primarily engaged in the transportation and storage of natural gas in the United States. As discussed in Note 3, on April 30, 2013, Southern Union completed its contribution to Regency of all of the issued and outstanding membership interests in Southern Union Gathering Company, LLC, and its subsidiaries, including SUGS. Also, as discussed in Note 3, Southern Union completed its sale of the assets of MGE and NEG in 2013. Additionally, as discussed in Note 3, in January 2014, Panhandle consummated a merger with Southern Union, the indirect parent of Panhandle, and PEPL Holdings, the sole limited partner of Panhandle, pursuant to which each of Southern Union and PEPL Holdings were merged with and into Panhandle, with Panhandle surviving the merger.

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Sunoco owns and operates retail marketing assets, which sell gasoline and middle distillates at retail and operates convenience stores in 24 states, primarily on the east coast and in the midwest region of the United States.
Regency is a publicly traded partnership engaged in the gathering and processing, compression, treating and transportation of natural gas and the transportation, fractionation and storage of NGLs. Regency focuses 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, Avalon and Granite Wash shales. Its assets are located in Texas, Louisiana, Arkansas, Pennsylvania, California, Mississippi, Alabama, New Mexico and the mid-continent region of the United States, which includes Kansas, Colorado and Oklahoma. Regency also holds a 30% interest in Lone Star.
Subsequent to the Holdco Transaction on April 30, 2013, our reportable segments changed and currently reflect the following reportable business segments: Investment in ETP; Investment in Regency; and Corporate and Other.
2.
ESTIMATES, SIGNIFICANT ACCOUNTING POLICIES AND BALANCE SHEET DETAIL:
Use of Estimates
.  The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the accrual for and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
The natural gas industry conducts its business by processing actual transactions at the end of the month following the month of delivery. Consequently, the most current month’s financial results for natural gasthe midstream, NGL and NGL relatedintrastate transportation and storage operations are estimated using volume estimates and market prices. Any differences between estimated results and actual results are recognized in the following month’s financial statements. Management believes that the estimated operating results estimated for the year ended December 31, 2016 represent the actual results in all material respects.
Some of the other significant estimates made by management include, but are not limited to, the timing of certain forecasted transactions that are hedged, the fair value of derivative instruments, useful lives for depreciation, depletion and amortization,

purchase accounting allocations and subsequent realizability of intangible assets, fair value measurements used in the goodwill impairment test, market value of inventory, assets and liabilities resulting from the regulated ratemaking process, contingency reserves and environmental reserves. Actual values and results could differ from those estimates.
Revenue Recognition
Our segments are engaged in multiple revenue-generating activities. To the extent that those activities are similar among our segments, revenue recognition policies are similar. Below is a description of revenue recognition policies for significant revenue-generating activities within our segments.
Investment in ETP
.Revenues for sales of natural gas and NGLs are recognized at the later of the time of delivery of the product to the customer or the time of sale or installation.sale. Revenues from service labor, transportation, treating, compression and gas processing, are recognized upon completion of the service. Transportation capacity payments are recognized when earned in the period the capacity is made available.
The results of ETP’s intrastate transportation and storage and interstate transportation and storage operations are determined primarily by the amount of capacity ETP’s customers reserve as well as the actual volume of natural gas that flows through the transportation pipelines. Under transportation contracts, ETP customers are charged (i) a demand fee, which is a fixed fee for the reservation of an agreed amount of capacity on the transportation pipeline for a specified period of time and which obligates the customer to pay even if the customer does not transport natural gas on the respective pipeline, (ii) a transportation fee, which is based on the actual throughput of natural gas by the customer, (iii) fuel retention based on a percentage of gas transported on the pipeline, or (iv) a combination of the three, generally payable monthly. FuelExcess fuel retained for a feeafter consumption is typically valued at market prices.
ETP’s intrastate transportation and storage operations also generate revenues and margin from the sale of natural gas to electric utilities, independent power plants, local distribution companies, industrial end-users and other marketing companies on the HPL System. Generally, ETP purchases natural gas from the market, including purchases from ETP’sthe midstream marketing operations, and from producers at the wellhead.

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In addition, ETP’s intrastate transportation and storage operations generate revenues and margin from fees charged for storing customers’ working natural gas in ETP’sour storage facilities. ETP also engages in natural gas storage transactions in which ETP seeks to find and profit from pricing differences that occur over time utilizing the Bammel storage reservoir. ETP purchases physical natural gas and then sells financial contracts at a price sufficient to cover ETP’s carrying costs and provide for a gross profit margin. ETP expects margins from natural gas storage transactions to be higher during the periods from November to March of each year and lower during the period from April through October of each year due to the increased demand for natural gas during colder weather. However, ETP cannot assure that management’s expectations will be fully realized in the future and in what time period, due to various factors including weather, availability of natural gas in regions in which ETPwe operate, competitive factors in the energy industry, and other issues.
Results from ETP’s midstream operations are determined primarily by the volumes of natural gas gathered, compressed, treated, processed, purchased and sold through ETP’s pipeline and gathering systems and the level of natural gas and NGL prices. ETP generates midstream revenues and gross margins principally under fee-based or other arrangements in which ETP receives a fee for natural gas gathering, compressing, treating or processing services. The revenue earned from these arrangements is directly related to the volume of natural gas that flows through ETP’s systems and is not directly dependent on commodity prices.
ETP also utilizes other types of arrangements in ETP’s midstream operations, including (i) discount-to-index price arrangements, which involve purchases of natural gas at either (1) a percentage discount to a specified index price, (2) a specified index price less a fixed amount or (3) a percentage discount to a specified index price less an additional fixed amount, (ii) percentage-of-proceeds arrangements under which ETP gatherswe gather and processesprocess natural gas on behalf of producers, sellssell the resulting residue gas and NGL volumes at market prices and remitsremit to producers an agreed upon percentage of the proceeds based on an index price, and (iii) keep-whole arrangements where ETP gathers natural gas from the producer, processes the natural gas and sells the resulting NGLs to third parties at market prices, (iv) purchasing all or a specified percentage of natural gas and/or NGL delivered from producers and treating or processing ETP’s plant facilities, and (v) making other direct purchases of natural gas and/or NGL at specified delivery points to meet operational or marketing objectives.prices. In many cases, ETP provides services under contracts that contain a combination of more than one of the arrangements described above. The terms of ETP’s contracts vary based on gas quality conditions, the competitive environment at the time the contracts are signed and customer requirements. ETP’s contract mix may change as a result of changes in producer preferences, expansion in regions where some types of contracts are more common and other market factors.
NGL storage and pipeline transportation revenues are recognized when services are performed or products are delivered, respectively. Fractionation and processing revenues are recognized when product is either loaded into a truck or injected into a third party pipeline, which is when title and risk of loss pass to the customer.
In ETP’s natural gas compression business, revenue is recognized for compressor packages and technical service jobs using the completed contract method which recognizes revenue upon completion of the job. Costs incurred on a job are deducted at the time revenue is recognized.
ETP conducts marketing activities in which ETP markets the natural gas that flows through ETP’s assets, referred to as on-system gas. ETP also attracts other customers by marketing volumes of natural gas that do not move through ETP’s 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 supply points 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.
ETP has a risk management policy that provides for oversight over ETP’s marketing activities. These activities are monitored independently by ETP’s risk management function and must take place within predefined limits and authorizations. As a result of ETP’s use of derivative financial instruments that may not qualify for hedge accounting, the degree of earnings volatility that can occur may be significant, favorably or unfavorably, from period to period. ETP attempts to manage this volatility through the use of daily position and profit and loss reports provided to senior management and predefined limits and authorizations set forth in ETP’s risk management policy.

ETP injects and holds natural gas in our Bammel storage facility to take advantage of contango markets, when the price of natural gas is higher in the future than the current spot price. ETP uses financial derivatives to hedge the natural gas held in connection with these arbitrage opportunities. At the inception of the hedge, ETP locks in a margin by purchasing gas in the spot market or off peak season and entering a financial contract to lock in the sale price. If ETP designates the related financial contract as a fair value hedge for accounting purposes, ETP values the hedged natural gas inventory at current spot market prices along with the financial derivative ETP uses to hedge it. Changes in the spread between the forward natural gas prices designated as fair value hedges and the physical inventory spot prices result in unrealized gains or losses until the underlying physical gas is withdrawn and the related designated derivatives are settled. Once the gas is withdrawn and the designated derivatives are settled, the previously unrealized gains or losses associated with these positions are realized. Unrealized margins represent the unrealized gains or losses from our derivative instruments using mark-to-market accounting, with changes in the fair value of our derivatives being recorded directly in earnings. These margins fluctuate based upon changes in the spreads between the physical spot prices and forward natural gas prices. If the spread narrows between the physical and financial prices, ETP will record unrealized gains or lower unrealized losses. If the spread widens, ETP will record unrealized losses or lower unrealized gains. Typically, as ETP enters the winter months, the spread converges so that ETP recognizes in earnings the original locked in spread, either through mark-to-market or the physical withdrawal of natural gas.
ETP’s NGL storage and pipeline transportation revenues are recognized when services are performed or products are delivered, respectively. Fractionation and processing revenues are recognized when product is either loaded into a truck or injected into a third-party pipeline, which is when title and risk of loss pass to the customer.
In ETP’s natural gas compression business, revenue is recognized for compressor packages and technical service jobs using the completed contract method which recognizes revenue upon completion of the job. Costs incurred on a job are deducted at the time revenue is recognized.
Terminalling and storage revenues are recognized at the time the services are provided. Pipeline revenues are recognized upon delivery of the barrels to the location designated by the shipper. Crude oil acquisition and marketing revenues, as well as refined product marketing revenues, are recognized when title to the product is transferred to the customer. Revenues are not recognized for crude oil exchange transactions, which are entered into primarily to acquire crude oil of a desired quality or to reduce transportation costs by taking delivery closer to end markets. Any net differential for exchange transactions is recorded as an adjustment of inventory costs in the purchases component of cost of products sold and operating expenses in the statements of operations.
ETP’s retailRetail marketing operations sell gasoline and diesel in addition to a broad mix of merchandise such as groceries, fast foods and beverages at its convenience stores. A portion of our gasoline and diesel sales are to wholesale customers on a consignment basis, in which we retain title to inventory, control access to and sale of fuel inventory, and recognize revenue at the time the fuel is sold to the ultimate customer. We typically own the fuel dispensing equipment and underground storage tanks at consignment sites, and in some cases we own the entire site and have entered into an operating lease whit the wholesale customer operating the site. In addition, someour retail outlets derive other income from lottery ticket sales, money orders, prepaid phone cards and wireless services, ATM transactions, car washes, movie rental and other ancillary product and service offerings. Some of Sunoco’sSunoco, Inc.’s retail outlets provide a variety of car care services. Revenues related to the sale of products are recognized when title passes, while service revenues are recorded on a net commission basis and are recognized when services are provided. Title passage generally occurs when products are shipped or delivered in accordance with the terms of the respective sales agreements. In addition, revenues are not recognized until sales prices are fixed or determinable and collectability is reasonably assured.

F - 12


Investment in Regency
Regency earns revenue from (i) domestic sales of natural gas, NGLs and condensate, (ii) natural gas gathering, processing and transportation, (iii) contract compression services and (iv) contract treating services. Revenue associated with sales of natural gas, NGLs and condensate are recognized when title passes to the customer, which is when the risk of ownership passes to the purchaser and physical delivery occurs. Revenue associated with transportation and processing fees are recognized when the service is provided. For contract compression services, revenue is recognized when the service is performed. For gathering and processing services, Regency receives either fees or commodities from natural gas producers depending on the type of contract. Commodities received are in turn sold and recognized as revenue in accordance with the criteria outlined above. Under the percentage-of-proceeds contract type, Regency is paid for its services by keeping a percentage of the NGLs produced and a percentage of the residue gas resulting from processing the natural gas. Under the percentage-of-index contract type, Regency earns revenue by purchasing wellhead natural gas at a percentage of the index price and selling processed natural gas at a price approximating the index price and NGLs to third parties. Regency generally reports revenue gross when it acts as the principal, takes title to the product, and incurs the risks and rewards of ownership. Revenue for fee-based arrangements is presented net, because Regency takes the role of an agent for the producers.
Regulatory Accounting – Regulatory Assets and Liabilities
ETP’s interstate transportation and storage operationsLiabilities.  Certain of our subsidiaries are subject to regulation by certain state and federal authorities and certain subsidiaries in those operations have accounting policies that conform to FASB Accounting Standards Codification (“ASC”) Topic 980, Regulated Operations, which is in accordance with the accounting requirements and ratemaking practices of the regulatory authorities. The application of these accounting policies allows certain of ETP’sour regulated entities to defer expenses and revenues on the balance sheet as regulatory assets and liabilities when it is probable that those expenses and revenues will be allowed in the ratemaking process in a period different from the period in which they would have been reflected in the consolidated statement of operations by an unregulated company. These deferred assets and liabilities will be reported in results of operations in the period in which the same amounts are included in rates and recovered from or refunded to customers. Management’s assessment of the probability of recovery or pass through of regulatory assets and liabilities will require judgment and interpretation of laws and regulatory commission orders. If, for any reason, ETP ceaseswe cease to meet the criteria for application of regulatory accounting treatment for these entities,all or part of our operations, the regulatory assets and liabilities related to those portions ceasing to meet such criteria would be eliminated from the consolidated balance sheet for the period in which the discontinuance of regulatory accounting treatment occurs.
Southern Union recorded regulatory assets with respectAccounting for Derivative Instruments and Hedging Activities.  ETP utilizes various exchange-traded and over-the-counter commodity financial instrument contracts to its distribution operations.  At December 31, 2012, there were $123 million of regulatory assets includedlimit their exposure to margin fluctuations in our consolidated balance sheet as non-current assets held for sale. Southern Union’s distribution operations were sold in 2013.
Although Panhandle’s natural gas, transmission systemsNGL and storage operations are subject to the jurisdictionrefined products.

These contracts consist primarily of FERC in accordance with the NGAcommodity futures and NGPA, it does not currently apply regulatory accounting policies in accounting for its operations.swaps. In 1999,addition, prior to ETP’s contribution of its acquisition by Southern Union, Panhandle discontinuedretail propane activities to AmeriGas, ETP used derivatives to limit its exposure to propane market prices.
If ETP designates a derivative financial instrument as a cash flow hedge and it qualifies for hedge accounting, the application of regulatory accounting policies primarily due to the level of discounting from tariff rates and its inability to recover specific costs.
Cash, Cash Equivalents and Supplemental Cash Flow Information
Cash and cash equivalents include all cash on hand, demand deposits, and investments with original maturities of three months or less. We consider cash equivalents to include short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
We place our cash deposits and temporary cash investments with high credit quality financial institutions. At times, our cash and cash equivalents may be uninsured or in deposit accounts that exceed the Federal Deposit Insurance Corporation insurance limit.

F - 13


The net change in operating assets and liabilities (netthe fair value is deferred in AOCI until the underlying hedged transaction occurs. Any ineffective portion of effects of acquisitions, dispositions and deconsolidation) included in cash flows from operating activities was comprised as follows:
 Years Ended December 31,
 2013 2012 2011
Accounts receivable$(556) $267
 $6
Accounts receivable from related companies64
 (9) (24)
Inventories(254) (258) 51
Exchanges receivable(8) 14
 1
Other current assets(81) 597
 (51)
Other non-current assets, net(23) (129) 7
Accounts payable541
 (989) 21
Accounts payable to related companies(140) 92
 6
Exchanges payable128
 
 2
Accrued and other current liabilities192
 (159) 84
Other non-current liabilities147
 26
 
Price risk management assets and liabilities, net(159) (3) 55
Net change in operating assets and liabilities, net of effects of acquisitions and deconsolidations$(149) $(551) $158
Non-cash investing and financing activities and supplementala cash flow information were as follows:
 Years Ended December 31,
 2013 2012 2011
NON-CASH INVESTING ACTIVITIES:     
Accrued capital expenditures$226
 $420
 $226
Net gains (losses) from subsidiary common unit transactions$(384) $80
 $153
AmeriGas limited partner interest received in Propane Contribution (see Note 4)$
 $1,123
 $
NON-CASH FINANCING ACTIVITIES:     
Issuance of Common Units in connection with Southern Union Merger (see Note 3)$
 $2,354
 $
Long-term debt assumed and non-compete agreement notes payable issued in acquisitions$
 $6,658
 $4
Subsidiary issuance of Common Units in connection with certain acquisitions$
 $2,295
 $3
SUPPLEMENTAL CASH FLOW INFORMATION:     
Cash paid for interest, net of interest capitalized$1,256
 $997
 $728
Cash paid for income taxes$58
 $23
 $27
Accounts Receivable
Our subsidiaries assess the credit risk of their customers. Certain of our subsidiaries deal with counterparties that are typically either investment grade or are otherwise secured with a letter of credit or other form of security (corporate guarantee prepayment, master setoff agreement or collateral). Management reviews accounts receivable and an allowance for doubtful accounts is determined based on the overall creditworthiness of customers, historical write-off experience, general and specific economic trends, and specific identification.
Inventories
Inventories consist principally of natural gas held in storage, crude oil, petroleum and chemical products. Natural gas held in storage is valued at the lower of cost or market utilizing the weighted-average cost method. The cost of crude oil and petroleum

F - 14


and chemical products is determined using the last-in, first out method. The cost of appliances, parts and fittings is determined by the first-in, first-out method.
Inventories consisted of the following:
 December 31,
 2013 2012
Natural gas and NGLs$523
 $338
Crude oil488
 418
Refined products597
 572
Appliances, parts and fittings and other199
 194
Total inventories$1,807
 $1,522
ETP utilizes commodity derivatives to manage price volatility associated with its natural gas inventory. Changeshedge’s change in fair value is recognized each period in earnings. Gains and losses deferred in AOCI related to cash flow hedges remain in AOCI until the underlying physical transaction occurs, unless it is probable that the forecasted transaction will not occur by the end of designated hedged inventory arethe originally specified time period or within an additional two-month period of time thereafter. For financial derivative instruments that do not qualify for hedge accounting, the change in fair value is recorded in inventory on our consolidated balance sheets and in cost of products sold in ourthe consolidated statements of operations.
Exchanges
Exchanges consist of natural gas and NGL delivery imbalances (over and under deliveries) with others. These amounts, which are valued at market prices or weighted average market prices pursuant to contractual imbalance agreements, turn over monthly and are recordedIf ETP designates a hedging relationship as exchanges receivable or exchanges payable on our consolidated balance sheets. These imbalances are generally settled by deliveries of natural gas or NGLs, but may be settled in cash, depending on contractual terms.
Other Current Assets
Other current assets consisted ofa fair value hedge, they record the following:
 December 31,
 2013 2012
Deposits paid to vendors$49
 $41
Prepaid and other263
 270
Total other current assets$312
 $311
Property, Plant and Equipment
Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful or FERC mandated lives of the assets, if applicable. Expenditures for maintenance and repairs that do not add capacity or extend the useful life are expensed as incurred. Expenditures to refurbish assets that either extend the useful lives of the asset or prevent environmental contamination are capitalized and depreciated over the remaining useful life of the asset. Natural gas and NGLs used to maintain pipeline minimum pressures is capitalized and classified as property, plant and equipment. Additionally, our subsidiaries capitalize certain costs directly related to the construction of assets including internal labor costs, interest and engineering costs. Upon disposition or retirement of pipeline components or natural gas plant components, any gain or loss is recorded to accumulated depreciation. When entire pipeline systems, gas plants or other property and equipment are retired or sold, any gain or loss is included in our consolidated statements of operations.
We and our subsidiaries review property, plant and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. If such a review should indicate that the carrying amount of long-lived assets is not recoverable, we reduce the carrying amount of such assets to fair value. A write down of the carrying amounts of the Canyon assets to their fair values was recorded for approximately $128 million during the year ended December 31, 2012.
Capitalized interest is included for pipeline construction projects, except for certain interstate projects for which an allowance for funds used during construction (“AFUDC”) is accrued. Interest is capitalized based on the current borrowing rate when the related costs are incurred. AFUDC is calculated under guidelines prescribed by the FERC and capitalized as part of the cost of utility plant for interstate projects. It represents the cost of servicing the capital invested in construction work-in-process. AFUDC is segregated into two component parts - borrowed funds and equity funds.

F - 15


Components and useful lives of property, plant and equipment were as follows:
 December 31,
 2013 2012
Land and improvements$881
 $553
Buildings and improvements (5 to 45 years)939
 692
Pipelines and equipment (5 to 83 years)21,494
 19,505
Natural gas and NGL storage facilities (5 to 46 years)1,083
 1,057
Bulk storage, equipment and facilities (2 to 83 years)1,933
 1,745
Tanks and other equipment (5 to 40 years)1,697
 1,194
Retail equipment (3 to 99 years)450
 258
Vehicles (1 to 25 years)156
 154
Right of way (20 to 83 years)2,190
 2,134
Furniture and fixtures (2 to 25 years)51
 67
Linepack118
 118
Pad gas52
 58
Other (1 to 48 years)708
 880
Construction work-in-process2,165
 1,973
 33,917
 30,388
Less – Accumulated depreciation(3,235) (2,104)
Property, plant and equipment, net$30,682
 $28,284
We recognized the following amounts of depreciation expense and capitalized interest expense for the periods presented:
 Years Ended December 31,
 2013 2012 2011
Depreciation expense (1)
$1,128
 $801
 $531
Capitalized interest, excluding AFUDC$43
 $99
 $13
(1)
Depreciation expense amounts have been adjusted by $26 million for the year ended December 31, 2011 to present Canyon’s operations as discontinued operations.
Advances to and Investments in Affiliates
Certain of our subsidiaries own interests in a number of related businesses that are accounted for by the equity method. In general, we use the equity method of accounting for an investment for which we exercise significant influence over, but do not control, the investee’s operating and financial policies.
Goodwill
Goodwill is tested for impairment annually or more frequently if circumstances indicate that goodwill might be impaired. Our annual impairment test is performed as of August 31 for reporting units within ETP’s intrastate transportation and storage and midstream operations and during the fourth quarter for reporting units within ETP’s interstate transportation and storage and NGL transportation and services operations and all others, including all of Regency’s reporting units.

F - 16


Changes in the carrying amount of goodwill were as follows:
 Investment in ETP Investment in Regency Corporate, Other and Eliminations Total
Balance, December 31, 2011$1,220
 $790
 $29
 $2,039
Goodwill acquired (1)
5,138
 337
 (328) 5,147
Goodwill sold in deconsolidation of ETP Propane Business(619) 
 
 (619)
Goodwill allocated to the disposal group(133) 
 
 (133)
Balance, December 31, 20125,606
 1,127
 (299) 6,434
Goodwill acquired156
 
 
 156
Deconsolidation of SUGS (1)
(337) 
 337
 
Goodwill impairment(689) 
 
 (689)
Other(7) 
 
 (7)
Balance, December 31, 2013$4,729
 $1,127
 $38
 $5,894
(1)
As discussed in Note 3, Regency completed its acquisition of SUGS on April 30, 2013 which was a transaction between entities under common control. Therefore, the investment in Regency segment amounts have been retrospectively adjusted to reflect SUGS beginning March 26, 2012. Therefore, the December 31, 2012 goodwill balance includes goodwill attributable to SUGS of $337 million in both segments that was correspondingly included in the elimination column. ETP deconsolidated SUGS on April 30, 2013.
Goodwill is recorded at the acquisition date based on a preliminary purchase price allocation and generally may be adjusted when the purchase price allocation is finalized. We recorded a net increase in goodwill of $4.40 billion during the year ended December 31, 2012 primarily due to the Southern Union and Sunoco Mergers where we recorded goodwill of $2.50 billion and $2.64 billion, respectively. We recorded a net decrease in goodwill of $540 million during the year ended December 31, 2013 primarily due to Trunkline LNG’s goodwill impairment of $689 million (see below). These decreases were offset by additional goodwill of $156 million from acquisitions in 2013. The additional goodwill recorded during the years ended December 31, 2012 and 2013 is not expected to be deductible for tax purposes.
During the fourth quarter of 2013, ETP performed a goodwill impairment test on its Trunkline LNG reporting unit. In accordance with GAAP, ETP performed step one of the goodwill impairment test and determined that the estimated fair value of the Trunkline LNG reporting unit was less than its carrying amount, primarily due to changes related to (i) the structure and capitalizationhedged asset or liability in cost of the planned LNG export project at Trunkline LNG’s Lake Charles facility, (ii) an analysis of current macroeconomic factors, including global natural gas prices and relative spreads, as of the date of our assessment, (iii) judgments regarding the prospect of obtaining regulatory approval for a proposed LNG export project and the uncertainty associated with the timing of such approvals, and (iv) changes in assumptions related to potential future revenues from the import facility and the proposed export facility.  An assessment of these factorsproducts sold in the fourth quarterconsolidated statement of 2013 led to a conclusion thatoperations. This amount is offset by the estimatedchanges in fair value of the Trunkline LNG reporting unit was less than its carrying amount.  ETP then appliedrelated hedging instrument. Any ineffective portion or amount excluded from the second stepassessment of hedge ineffectiveness is also included in the goodwill impairment test, allocating the estimated fair valuecost of the reporting unit among all of the assets and liabilities of the reporting unit in a hypothetical purchase price allocation. The assets and liabilities of the reporting unit had recently been measured at fair value in 2012 as a result of the acquisition of Southern Union, and those estimated fair values had been recorded at the reporting unit through the application of “push-down” accounting. For purposes of the hypothetical purchase price allocation usedproducts sold in the goodwill impairment test, consolidated statement of operations.
ETP estimatedutilizes published settlement prices for exchange-traded contracts, quotes provided by brokers, and estimates of market prices based on daily contract activity to estimate the fair value of the assets and liabilities of the reporting unit in a manner similar to the original purchase price allocation. In allocating value to the property, plant and equipment, ETP used current replacement costs adjusted for assumed depreciation. ETP also included the estimated fair value of working capital and identifiable intangible assets in the reporting unit. ETP adjusted deferred income taxes based on these estimated fair values. Based on this hypothetical purchase price allocation, estimated goodwill was $184 million, which was less than the balance of $873 million that had originally been recorded by the reporting unit through “push-down” accounting in 2012. As a result, ETP recorded a goodwill impairment of $689 million during the fourth quarter of 2013.
No other goodwill impairments were identified or recorded for our reporting units.

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Intangible Assets
Intangible assets are stated at cost, net of amortization computed on the straight-line method. We eliminate from our consolidated balance sheets the gross carrying amount and the related accumulated amortization for any fully amortized intangibles in the year they are fully amortized.
Components and useful lives of intangible assets were as follows:
 December 31, 2013 December 31, 2012
 
Gross Carrying
Amount
 
Accumulated
Amortization
 
Gross Carrying
Amount
 
Accumulated
Amortization
Amortizable intangible assets:       
Customer relationships, contracts and agreements (3 to 46 years)$2,135
 $(264) $2,032
 $(150)
Trade names (20 years)66
 (12) 66
 (8)
Patents (9 years)48
 (6) 48
 (1)
Other (10 to 15 years)7
 (4) 4
 (1)
Total amortizable intangible assets2,256
 (286) 2,150
 (160)
Non-amortizable intangible assets:       
Trademarks294
 
 301
 
Total intangible assets$2,550
 $(286) $2,451
 $(160)
Aggregate amortization expense of intangibles assets was as follows:
 Years Ended December 31,
 2013 2012 2011
Reported in depreciation and amortization$120
 $70
 $55
Estimated aggregate amortization expense of intangible assets for the next five years was as follows:
Years Ending December 31: 
2014$123
2015123
2016123
2017123
2018122
We review amortizable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. If such a review should indicate that the carrying amount of amortizable intangible assets is not recoverable, we reduce the carrying amount of such assets to fair value. We review non-amortizable intangible assets for impairment annually, or more frequently if circumstances dictate.

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Other Non-Current Assets, net
Other non-current assets, net are stated at cost less accumulated amortization. Other non-current assets, net consisted of the following:
 December 31,
 2013 2012
Unamortized financing costs (3 to 30 years)$167
 $152
Regulatory assets86
 93
Deferred charges144
 140
Restricted funds378
 
Other147
 148
Total other non-current assets, net$922
 $533
Restricted funds primarily consisted of restricted cash held in our wholly-owned captive insurance companies.
Asset Retirement Obligation
We have determined that we are obligated by contractual or regulatory requirements to remove facilities or perform other remediation upon retirement of certain assets. The fair value of any ARO is determined based on estimates and assumptions related to retirement costs, which the Partnership bases on historical retirement costs, future inflation rates and credit-adjusted risk-free interest rates. These fair value assessments are considered to be level 3 measurements, as they are based on both observable and unobservable inputs.contracts. Changes in the liability are recorded for the passage of time (accretion) or for revisionsmethods used to cash flows originally estimated to settle the ARO.
An ARO is required to be recorded when a legal obligation to retire an asset exists and such obligation can be reasonably estimated. We will record an asset retirement obligation in the periods in which management can reasonably determine the settlement dates.
Except for the AROs of Southern Union, Sunoco Logistics and Sunoco discussed below, management was not able to reasonably measure the fair value of asset retirement obligations asthese contracts could have a material effect on our results of December 31, 2013 and 2012 becauseoperations. We do not anticipate future changes in the settlement dates were indeterminable. Although a number of other onshore assets in Southern Union’s system are subjectmethods used to agreements or regulations that give rise to an ARO upon Southern Union’s discontinued usedetermine the fair value of these assets, AROs were not recorded because these assets have an indeterminate removal or abandonment date given the expected continued use of the assets with proper maintenance or replacement. Sunoco has legal asset retirement obligationsderivative contracts. See “Item 7A. Quantitative and Qualitative Disclosures about Market Risk,” for several other assets at its refineries, pipelines and terminals, for which it is not possible to estimate when the obligations will be settled. Consequently, the retirement obligations for these assets cannot be measured at this time. At the end of the useful life of these underlying assets, Sunoco is legally or contractually required to abandon in place or remove the asset. Sunoco Logistics believes it may have additional asset retirement obligations related to its pipeline assets and storage tanks, for which it is not possible to estimate whether or when the retirement obligations will be settled. Consequently, these retirement obligations cannot be measured at this time.further discussion regarding our derivative activities.
Below is a schedule of AROs by entity recorded as other non-current liabilities in ETP’s consolidated balance sheet:
 December 31,
 2013 2012
Southern Union$55
 $46
Sunoco84
 53
Sunoco Logistics41
 41
 $180
 $140

Individual component assets have been and will continue to be replaced, but the pipeline and the natural gas gathering and processing systems will continue in operation as long as supply and demand for natural gas exists. Based on the widespread use of natural gas in industrial and power generation activities, management expects supply and demand to exist for the foreseeable future.  We have has in place a rigorous repair and maintenance program that keeps the pipelines and the natural gas gathering and processing systems in good working order. Therefore, although some of the individual assets may be replaced, the pipelines and the natural gas gathering and processing systems themselves will remain intact indefinitely.

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As of December 31, 2013, there were no legally restricted funds for the purpose of settling AROs.
Accrued and Other Current Liabilities
Accrued and other current liabilities consisted of the following:
 December 31,
 2013 2012
Interest payable$357
 $334
Customer advances and deposits142
 61
Accrued capital expenditures260
 427
Accrued wages and benefits173
 250
Taxes payable other than income taxes211
 208
Income taxes payable4
 41
Deferred income taxes119
 130
Other412
 303
Total accrued and other current liabilities$1,678
 $1,754
Deposits or advances are received from customers as prepayments for natural gas deliveries in the following month. Prepayments and security deposits may also be required when customers exceed their credit limits or do not qualify for open credit.
Environmental Remediation
We accrue environmental remediation costs for work at identified sites where an assessment has indicated that cleanup costs are probable and reasonably estimable. Such accruals are undiscounted and are based on currently available information, estimated timing of remedial actions and related inflation assumptions, existing technology and presently enacted laws and regulations. If a range of probable environmental cleanup costs exists for an identified site, the minimum of the range is accrued unless some other point in the range is more likely in which case the most likely amount in the range is accrued.
Fair Value of Financial Instruments
The carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximate their fair value. Price risk management assets and liabilities are recorded at fair value.
Based on the estimated borrowing rates currently available to us and our subsidiaries for long-term loans with similar terms and average maturities, the aggregate fair value of our consolidated debt obligations as of December 31, 2013 and 2012 was $23.97 billion and $24.15 billion, respectively. As of December 31, 2013 and 2012, the aggregate carrying amount of our consolidated debt obligations was $23.20 billion and $22.05 billion, respectively. The fair value of our consolidated debt obligations is a Level 2 valuation based on the observable inputs used for similar liabilities.
.  We have commodity derivatives, interest rate derivatives the Preferred Units, the preferred units of a subsidiary and embedded derivatives in the preferred units of a subsidiary (the “RegencyETP Preferred Units”)Units that are accounted for as assets and liabilities at fair value in our consolidated balance sheets. We determine the fair value of our assets and liabilities subject to fair value measurement by using the highest possible “level” of inputs. Level 1 inputs are observable quotes in an active market for identical assets and liabilities. We consider the valuation of marketable securities and commodity derivatives transacted through a clearing broker with a published price from the appropriate exchange as a Level 1 valuation. Level 2 inputs are inputs observable for similar assets and liabilities. We consider OTC commodity derivatives entered into directly with third parties as a Level 2 valuation since the values of these derivatives are quoted on an exchange for similar transactions. Additionally, we consider our options transacted through our clearing broker as having Level 2 inputs due to the level of activity of these contracts on the exchange in which they trade. We consider the valuation of our interest rate derivatives as Level 2 as the primary input, the LIBOR curve, is based on quotes from an active exchange of Eurodollar futures for the same period as the future interest swap settlements. Level 3 inputs are unobservable. Derivatives related to the Regency Preferred Unitsembedded derivatives in our preferred units are valued using a binomial lattice model. The market inputs utilized in the model include credit spread, probabilities of the occurrence of certain events, common unit price, dividend yield, and expected value, and are considered Levellevel 3. At December 31, 2012,See further information on our fair value assets and liabilities in Note 2 of our consolidated financial statements.
Impairment of Long-Lived Assets and Goodwill.  Long-lived assets are required to be tested for recoverability whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Goodwill and intangibles with indefinite lives must be tested for impairment annually or more frequently if events or changes in circumstances indicate that the related asset might be impaired. An impairment loss should be recognized only if the carrying amount of the asset/goodwill is not recoverable and exceeds its fair value.
In order to test for recoverability when performing a quantitative impairment test, we must make estimates of projected cash flows related to the asset, which include, but are not limited to, assumptions about the use or disposition of the asset, estimated remaining life of the asset, and future expenditures necessary to maintain the asset’s existing service potential. In order to determine fair value, we make certain estimates and assumptions, including, among other things, changes in general economic conditions in regions in which our markets are located, the availability and prices of natural gas, our ability to negotiate favorable sales agreements, the risks that natural gas exploration and production activities will not occur or be successful, our dependence on certain significant customers and producers of natural gas, and competition from other companies, including major energy producers. While we believe we have made reasonable assumptions to calculate the fair value, if future results are not consistent with our estimates, we could be exposed to future impairment losses that could be material to our results of operations.
Property, Plant and Equipment.  Expenditures for maintenance and repairs that do not add capacity or extend the useful life are expensed as incurred. Expenditures to refurbish assets that either extend the useful lives of the Preferred Units wasasset or prevent environmental contamination are capitalized and depreciated over the remaining useful life of the asset. Additionally, ETP capitalizes certain costs directly related to the construction of assets including internal labor costs, interest and engineering costs. Upon disposition or retirement of pipeline components or natural gas plant components, any gain or loss is recorded to accumulated depreciation. When entire pipeline systems, gas plants or other property and equipment are retired or sold, any gain or loss is included in the

consolidated statement of operations. Depreciation of property, plant and equipment is provided using the straight-line method based predominantly on an income approach modeltheir estimated useful lives ranging from 1 to 99 years. Changes in the estimated useful lives of the assets could have a material effect on our results of operation. We do not anticipate future changes in the estimated useful lives of our property, plant and considered Level 3.equipment.
Asset Retirement Obligations.   We have determined that we are obligated by contractual or regulatory requirements to remove facilities or perform other remediation upon retirement of certain assets. The Preferred Units were redeemed on April 1, 2013.

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The following tables summarize the fair value of our financial assetsany ARO is determined based on estimates and liabilities measuredassumptions related to retirement costs, which the Partnership bases on historical retirement costs, future inflation rates and recorded atcredit-adjusted risk-free interest rates. These fair value on a recurring basisassessments are considered to be Level 3 measurements, as of December 31, 2013 and 2012they are based on inputs usedboth observable and unobservable inputs. Changes in the liability are recorded for the passage of time (accretion) or for revisions to derive their fair values:cash flows originally estimated to settle the ARO.
 Fair Value Measurements  at
December 31, 2013
 
Fair Value
Total
 Level 1 Level 2 Level 3
Assets:       
Interest rate derivatives$47
 $
 $47
 $
Commodity derivatives:       
Natural Gas:       
Basis Swaps IFERC/NYMEX5
 5
 
 
Swing Swaps IFERC8
 1
 7
 
Fixed Swaps/Futures203
 201
 2
 
NGLs — Forwards/Swaps7
 5
 2
 
Power — Forwards3
 
 3
 
Refined Products — Futures5
 5
 
 
Total commodity derivatives231
 217
 14
 
Total assets$278
 $217
 $61
 $
Liabilities:       
Interest rate derivatives$(95) $
 $(95) $
Embedded derivatives in the Regency Preferred Units(19) 
 
 (19)
Commodity derivatives:       
Condensate — Forward Swaps(1) 
 (1) 
Natural Gas:       
Basis Swaps IFERC/NYMEX(4) (4) 
 
Swing Swaps IFERC(6) 
 (6) 
Fixed Swaps/Futures(206) (201) (5) 
Forward Physical Contracts(1) 
 (1) 
NGLs — Forwards/Swaps(9) (5) (4) 
Power — Forwards(1) 
 (1) 
Refined Products — Futures(5) (5) 
 
Total commodity derivatives(233) (215) (18) 
Total liabilities$(347) $(215) $(113) $(19)

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 Fair Value Measurements  at
December 31, 2012
 
Fair Value
Total
 Level 1 Level 2 Level 3
Assets:       
Interest rate derivatives$55
 $
 $55
 $
Commodity derivatives:       
Condensate — Forward Swaps2
 
 2
 
Natural Gas:       
Basis Swaps IFERC/NYMEX11
 11
 
 
Swing Swaps IFERC3
 
 3
 
Fixed Swaps/Futures98
 94
 4
 
Options — Calls3
 
 3
 
Options — Puts1
 
 1
 
Forward Physical Contracts1
 
 1
 
NGLs — Swaps2
 1
 1
 
Power:       
Forwards27
 
 27
 
Futures1
 1
 
 
Options — Calls2
 
 2
 
Refined Products – Futures5
 1
 4
 
Total commodity derivatives156
 108
 48
 
Total assets$211
 $108
 $103
 $
Liabilities:       
Interest rate derivatives$(235) $
 $(235) $
Preferred Units(331) 
 
 (331)
Embedded derivatives in the Regency Preferred Units(25) 
 
 (25)
Commodity derivatives:       
Natural Gas:       
Basis Swaps IFERC/NYMEX(18) (18) 
 
Swing Swaps IFERC(2) 
 (2) 
Fixed Swaps/Futures(103) (94) (9) 
Options — Calls(3) 
 (3) 
Options — Puts(1) 
 (1) 
NGLs — Swaps(4) (3) (1) 
Power:       
Forwards(27) 
 (27) 
Futures(2) (2) 
 
Refined Products – Futures(8) (1) (7) 
Total commodity derivatives(168) (118) (50) 
Total liabilities$(759) $(118) $(285) $(356)
An ARO is required to be recorded when a legal obligation to retire an asset exists and such obligation can be reasonably estimated. We will record an asset retirement obligation in the periods in which management can reasonably estimate the settlement dates.
At December 31, 2013, the fair value of ETP’s Trunkline LNG reporting unitExcept for certain amounts recorded by Panhandle and Sunoco Logistics discussed below, management was classified as Level 3 of the fair value hierarchy duenot able to the significance of unobservable inputs developed using company-specific information. ETP used the income approach toreasonably measure the fair value of asset retirement obligations as of December 31, 2016 and 2015, in most cases because the Trunkline LNG reporting unit. Undersettlement dates were indeterminable. Although a number of other onshore assets in Panhandle’s system are subject to agreements or regulations that give rise to an ARO upon Panhandle’s discontinued use of these assets, AROs were not recorded because these assets have an indeterminate removal or abandonment date given the income approach, ETP calculated the fair value based on the present valueexpected continued use of the estimated future cash flows. The discount rate used, which was an unobservable input, was based on the weighted-average cost of capital adjustedassets with proper maintenance or replacement. Sunoco, Inc. has legal asset retirement obligations for the relevant risk associated with business-specific characteristicsseveral other assets at its previously owned refineries, pipelines and the uncertainty related to the business's ability to execute on the projected cash flows.

F - 22


The following table presents the material unobservable inputs used to estimate the fair value of Regency’s Preferred Units and the embedded derivatives in Regency’s Preferred Units:
Unobservable InputDecember 31, 2013
Embedded derivatives in the Regency Preferred UnitsCredit Spread4.16%
Volatility23.71%
Changes in the remaining term of the Preferred Units, U.S. Treasury yields and valuations in related instruments would cause a change in the yield to value the Preferred Units. Changes in Regency’s cost of equity and U.S. Treasury yields would cause a change in the credit spread used to value the embedded derivatives in the Regency Preferred Units. Changes in Regency’s historical unit price volatility would cause a change in the volatility used to value the embedded derivatives.
The following table presents a reconciliation of the beginning and ending balancesterminals, for our Level 3 financial instruments measured at fair value on a recurring basis using significant unobservable inputs for the year ended December 31, 2013. There were no transfers between the fair value hierarchy levels during the years ended December 31, 2013 or 2012.
Balance, December 31, 2012$(356)
Realized loss included in other income (expense)(9)
Redemption of Preferred Units340
Net unrealized gains included in other income (expense)6
Balance, December 31, 2013$(19)
Contributions in Aid of Construction Cost
On certain of our capital projects, third parties are obligated to reimburse us for all or a portion of project expenditures. The majority of such arrangements are associated with pipeline construction and production well tie-ins. Contributions in aid of construction costs (“CIAC”) are netted against our project costs as they are received, and any CIAC which exceeds our total project costs, is recognized as other income in the period in which it is realized.
Shipping and Handling Costs
Shipping and handling costs relatednot possible to fuel sold are included in cost of products sold. Shipping and handling costs related to fuel consumed for compression and treating are included in operating expenses and are as follows:
 Years Ended December 31,
 2013 2012 2011
Shipping and handling costs – recorded in operating expenses$28
 $25
 $40
Costs and Expenses
Costs of products sold include actual cost of fuel sold, adjusted forestimate when the effects of hedging and other commodity derivative activities, and the cost of appliances, parts and fittings. Operating expenses include all costs incurred to provide products to customers, including compensation for operations personnel, insurance costs, vehicle maintenance, advertising costs, purchasing costs and plant operations. Selling, general and administrative expenses include all partnership related expenses and compensation for executive, partnership, and administrative personnel.
We record the collection of taxes to be remitted to governmental authorities on a net basis except for our retail marketing operations in which consumer excise taxes on sales of refined products and merchandise are included in both revenues and costs and expenses in the consolidated statements of operations, with no effect on net income (loss). Excise taxes collected by ETP’s retail marketing operations were $2.22 billion and $573 million for the years ended December 31, 2013 and 2012, respectively.
Issuances of Subsidiary Units
We record changes in our ownership interest of our subsidiaries as equity transactions, with no gain or loss recognized in consolidated net income or comprehensive income. For example, upon ETP’s or Regency’s issuance of respective ETP or

F - 23


Regency Common Units in a public offering, we record any difference between the amount of consideration received or paid and the amount by which the noncontrolling interest is adjusted as a change in partners’ capital.
Income Taxes
ETE is a publicly traded limited partnership and is not taxable for federal and most state income tax purposes. As a result, our earnings or losses, to the extent not included in a taxable subsidiary, for federal and state income tax purposes are included in the tax returns of the individual partners. Net earnings for financial statement purposes may differ significantly from taxable income reportable to Unitholders as a result of differences between the tax basis and financial reporting basis of assets and liabilities, in addition to the allocation requirements related to taxable income under our Third Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”).
As a publicly traded limited partnership, we are subject to a statutory requirement that our “qualifying income” (as defined by the Internal Revenue Code, related Treasury Regulations, and IRS pronouncements) exceed 90% of our total gross income, determined on a calendar year basis. If our qualifying income does not meet this statutory requirement, we would be taxed as a corporation for federal and state income tax purposes. For the years ended December 31, 2013, 2012 and 2011, our qualifying income met the statutory requirement.
The Partnership conducts certain activities through corporate subsidiaries which are subject to federal, state and local income taxes. Holdco, which owns Sunoco and Southern Union, is a corporate subsidiary. The Partnership and its corporate subsidiaries account for income taxes under the asset and liability method.
Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rate is recognized in earnings in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts more likely than not to be realized.
The determination of the provision for income taxes requires significant judgment, use of estimates, and the interpretation and application of complex tax laws. Significant judgment is required in assessing the timing and amounts of deductible and taxable items and the probability of sustaining uncertain tax positions. The benefits of uncertain tax positions are recorded in our financial statements only after determining a more-likely-than-not probability that the uncertain tax positions will withstand challenge, if any, from taxing authorities. When facts and circumstances change, we reassess these probabilities and record any changes through the provision for income taxes.
Accounting for Derivative Instruments and Hedging Activities
For qualifying hedges, we formally document, designate and assess the effectiveness of transactions that receive hedge accounting treatment and the gains and losses offset related results on the hedged item in the statement of operations. The market prices used to value our financial derivatives and related transactions have been determined using independent third party prices, readily available market information, broker quotes and appropriate valuation techniques.
At inception of a hedge, we formally document the relationship between the hedging instrument and the hedged item, the risk management objectives, and the methods used for assessing and testing effectiveness and how any ineffectivenessobligations will be settled. Consequently, the retirement obligations for these assets cannot be measured and recorded. We also assess, both at the inception of the hedge and on a quarterly basis, whether the derivatives that are used in our hedging transactions are highly effective in offsetting changes in cash flows. If we determine that a derivative is no longer highly effective as a hedge, we discontinue hedge accounting prospectively by including changes in the fair value of the derivative in net income for the period.
If we designate a commodity hedging relationship as a fair value hedge, we record the changes in fair value of the hedged asset or liability in cost of products sold in the consolidated statement of operations. This amount is offset by the changes in fair value of the related hedging instrument. Any ineffective portion or amount excluded from the assessment of hedge ineffectiveness is also included in the cost of products sold in the consolidated statement of operations.
Cash flows from derivatives accounted for as cash flow hedges are reported as cash flows from operating activities, in the same category as the cash flows from the items being hedged.
If we designate a derivative financial instrument as a cash flow hedge and it qualifies for hedge accounting, a change in the fair value is deferred in AOCI until the underlying hedged transaction occurs. Any ineffective portion of a cash flow hedge’s change in fair value is recognized each period in earnings. Gains and losses deferred in AOCI related to cash flow hedges remain in AOCI until the underlying physical transaction occurs, unless it is probable that the forecasted transaction will not

F - 24


occur bythis time. At the end of the originally specified time perioduseful life of these underlying assets, Sunoco, Inc. is legally or within ancontractually required to abandon in place or remove the asset. Sunoco Logistics believes it may have additional two-month periodasset retirement obligations related to its pipeline assets and storage tanks, for which it is not possible to estimate whether or when the retirement obligations will be settled. Consequently, these retirement obligations cannot be measured at this time.
Individual component assets have been and will continue to be replaced, but the pipeline and the natural gas gathering and processing systems will continue in operation as long as supply and demand for natural gas exists. Based on the widespread use of time thereafter. For financial derivative instrumentsnatural gas in industrial and power generation activities, management expects supply and demand to exist for the foreseeable future.  We have in place a rigorous repair and maintenance program that do not qualifykeeps the pipelines and the natural gas gathering and processing systems in good working order. Therefore, although some of the individual assets may be replaced, the pipelines and the natural gas gathering and processing systems themselves will remain intact indefinitely.
Long-lived assets related to AROs aggregated $14 million and $18 million, and were reflected as property, plant and equipment on our balance sheet as of December 31, 2016 and 2015, respectively. In addition, the Partnership had $13 million and $6 million legally restricted funds for hedge accounting, the change in fair value is recorded in costpurpose of products sold in the consolidated statementssettling AROs that was reflected as other non-current assets as of operations.December 31, 2016 and 2015, respectively.
We previously have managed a portion of our interest rate exposures by utilizing interest rate swaps and similar instruments. Certain of our interest rate derivatives are accounted for as either cash flow hedges or fair value hedges. For interest rate derivatives accounted for as either cash flow or fair value hedges, we report realized gains and losses and ineffectiveness portions of those hedges in interest expense. For interest rate derivatives not designated as hedges for accounting purposes, we report realized and unrealized gains and losses on those derivatives in gains (losses) on interest rate derivatives in the consolidated statements of operations.
Pensions and Other Postretirement Benefit Plans

EmployersPlans. We are required to recognize in their balance sheets the overfunded or underfunded status of defined benefit pension and other postretirement plans, measured as the difference between the fair value of themeasure plan assets and the benefit obligation (the projected benefit obligation for pension plans and the accumulated postretirement benefit obligation for other postretirement plans).  Each overfunded plan is recognizedobligations as an asset and each underfunded plan is recognized as a liability.   Employers mustof its fiscal year-end balance sheet date. We recognize the changechanges in the funded status of the plan in the year in which the change occursour defined benefit postretirement plans through AOCI in equity or are reflected as a regulatory asset or regulatory liability for regulated entities.subsidiaries.
AllocationThe calculation of Incomethe net periodic benefit cost and benefit obligation requires the use of a number of assumptions. Changes in these assumptions can have a significant effect on the amounts reported in the financial statements. The Partnership believes that the two most critical assumptions are the assumed discount rate and the expected rate of return on plan assets.
The discount rate is established by using a hypothetical portfolio of high-quality debt instruments that would provide the necessary cash flows to pay the benefits when due. Net periodic benefit cost and benefit obligation increases and equity correspondingly decreases as the discount rate is reduced.
The expected rate of return on plan assets is based on long-term expectations given current investment objectives and historical results. Net periodic benefit cost increases as the expected rate of return on plan assets is correspondingly reduced.
Legal Matters.We are subject to litigation and regulatory proceedings as a result of our business operations and transactions. We utilize both internal and external counsel in evaluating our potential exposure to adverse outcomes from claims, orders, judgments or settlements. To the extent that actual outcomes differ from our estimates, or additional facts and circumstances cause us to revise our estimates, our earnings will be affected. We expense legal costs as incurred, and all recorded legal liabilities are revised as required as better information becomes available to us. The factors we consider when recording an accrual for contingencies include, among others: (i) the opinions and views of our legal counsel; (ii) our previous experience; and (iii) the decision of our management as to how we intend to respond to the complaints.

For purposesmore information on our litigation and contingencies, see Note 11 to our consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data” in this report.
Environmental Remediation Activities. The Partnership’s accrual for environmental remediation activities reflects anticipated work at identified sites where an assessment has indicated that cleanup costs are probable and reasonably estimable. The accrual for known claims is undiscounted and is based on currently available information, estimated timing of maintaining partnerremedial actions and related inflation assumptions, existing technology and presently enacted laws and regulations. It is often extremely difficult to develop reasonable estimates of future site remediation costs due to changing regulations, changing technologies and their associated costs, and changes in the economic environment. Engineering studies, historical experience and other factors are used to identify and evaluate remediation alternatives and their related costs in determining the estimated accruals for environmental remediation activities.
Losses attributable to unasserted claims are generally reflected in the accruals on an undiscounted basis, to the extent they are probable of occurrence and reasonably estimable. ETP has established a wholly-owned captive insurance company to bear certain risks associated with environmental obligations related to certain sites that are no longer operating. The premiums paid to the captive insurance company include estimates for environmental claims that have been incurred but not reported, based on an actuarially determined fully developed claims expense estimate. In such cases, ETP accrues losses attributable to unasserted claims based on the discounted estimates that are used to develop the premiums paid to the captive insurance company.
In general, each remediation site/issue is evaluated individually based upon information available for the site/issue and no pooling or statistical analysis is used to evaluate an aggregate risk for a group of similar items (e.g., service station sites) in determining the amount of probable loss accrual to be recorded. ETP’s estimates of environmental remediation costs also frequently involve evaluation of a range of estimates. In many cases, it is difficult to determine that one point in the range of loss estimates is more likely than any other. In these situations, existing accounting guidance requires that the minimum of the range be accrued. Accordingly, the low end of the range often represents the amount of loss which has been recorded.
In addition to the probable and estimable losses which have been recorded, management believes it is reasonably possible (i.e., less than probable but greater than remote) that additional environmental remediation losses will be incurred. At December 31, 2016, the aggregate of the estimated maximum additional reasonably possible losses, which relate to numerous individual sites, totaled approximately $5 million. This estimate of reasonably possible losses comprises estimates for remediation activities at current logistics and retail assets and, in many cases, reflects the upper end of the loss ranges which are described above. Such estimates include potentially higher contractor costs for expected remediation activities, the potential need to use more costly or comprehensive remediation methods and longer operating and monitoring periods, among other things.
Total future costs for environmental remediation activities will depend upon, among other things, the identification of any additional sites, the determination of the extent of the contamination at each site, the timing and nature of required remedial actions, the nature of operations at each site, the technology available and needed to meet the various existing legal requirements, the nature and terms of cost-sharing arrangements with other potentially responsible parties, the availability of insurance coverage, the nature and extent of future environmental laws and regulations, inflation rates, terms of consent agreements or remediation permits with regulatory agencies and the determination of the Partnership’s liability at the sites, if any, in light of the number, participation level and financial viability of the other parties. The recognition of additional losses, if and when they were to occur, would likely extend over many years. Management believes that the Partnership’s exposure to adverse developments with respect to any individual site is not expected to be material. However, if changes in environmental laws or regulations occur or the assumptions used to estimate losses at multiple sites are adjusted, such changes could impact multiple facilities, formerly owned facilities and third-party sites at the same time. As a result, from time to time, significant charges against income for environmental remediation may occur; however, management does not believe that any such charges would have a material adverse impact on the Partnership’s consolidated financial position.
Deferred Income Taxes. ETE recognizes benefits in earnings and related deferred tax assets for net operating loss carryforwards (“NOLs”) and tax credit carryforwards. If necessary, a charge to earnings and a related valuation allowance are recorded to reduce deferred tax assets to an amount that is more likely than not to be realized by the Partnership in the future. Deferred income tax assets attributable to state and federal NOLs and federal tax alternative minimum tax credit carryforwards totaling $472 million have been included in ETE’s consolidated balance sheet as of December 31, 2016. All of the deferred income tax assets attributable to state and federal NOL benefits expire before 2036 as more fully described below. The state NOL carryforward benefits of $127 million (net of federal benefit) begin to expire in 2017 with a substantial portion expiring between 2029 and 2036. The federal NOLs of $835 million ($292 million in benefits) will expire in 2032 and 2035. Federal tax alternative minimum tax credit carryforwards of $52 million remained at December 31, 2016. We have determined that a valuation allowance totaling $118 million (net of federal income tax effects) is required for the state NOLs at December 31, 2016 primarily due to significant restrictions on their use in the Commonwealth of Pennsylvania. In making the assessment of the future realization of the deferred tax assets, we rely on future reversals of existing taxable temporary differences, tax planning strategies and forecasted taxable

income based on historical and projected future operating results. The potential need for valuation allowances is regularly reviewed by management. If it is more likely than not that the recorded asset will not be realized, additional valuation allowances which increase income tax expense may be recognized in the period such determination is made. Likewise, if it is more likely than not that additional deferred tax assets will be realized, an adjustment to the deferred tax asset will increase income in the period such determination is made.
Forward-Looking Statements
This annual report contains various forward-looking statements and information that are based on our beliefs and those of our General Partner, as well as assumptions made by and information currently available to us. These forward-looking statements are identified as any statement that does not relate strictly to historical or current facts. When used in this annual report, words such as “anticipate,” “project,” “expect,” “plan,” “goal,” “forecast,” “estimate,” “intend,” “could,” “believe,” “may,” “will” and similar expressions and statements regarding our plans and objectives for future operations, are intended to identify forward-looking statements. Although we and our General Partner believe that the expectations on which such forward-looking statements are reasonable, neither we nor our General Partner can give assurances that such expectations will prove to be correct. Forward-looking statements are subject to a variety of risks, uncertainties and assumptions. If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, our actual results may vary materially from those anticipated, estimated, projected or expected. Among the key risk factors that may have a direct bearing on our results of operations and financial condition are:
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 accounts,and our Partnership Agreement specifiessubsidiaries’ ability to access certain capital sources;
a deterioration of the credit and capital markets;
risks associated with our significant level of stand-alone and consolidated debt and the incurrence or assumption of additional debt in connection with our proposed acquisition of WMB;
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 itemsour 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 incomelegal and administrative proceedings.
You should not put undue reliance on any forward-looking statements. When considering forward-looking statements, please review the risks described under “Item 1A. Risk Factors” in this annual report. Any forward-looking statement made by us in this Annual Report on Form 10-K is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
Inflation
Interest rates on existing and future credit facilities and future debt offerings could be significantly higher than current levels, causing our financing costs to increase accordingly. Although increased financing costs could limit our ability to raise funds in the capital markets, we expect to remain competitive with respect to acquisitions and capital projects since our competitors would face similar circumstances.
Inflation in the United States has been relatively low in recent years and has not had a material effect on our results of operations. It may in the future, however, increase the cost to acquire or replace property, plant and equipment and may increase the costs of labor and supplies. Our operating revenues and costs are influenced to a greater extent by commodity price changes. To the extent permitted by competition, regulation and our existing agreements, we have and will continue to pass along a portion of increased costs to our customers in the form of higher fees.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
(Tabular dollar amounts are in millions)
Market risk includes the risk of loss arising from adverse changes in market rates and prices. We face market risk from commodity variations, risk and interest rate variations, and to a lesser extent, credit risks. From time to time, we may utilize derivative financial instruments as described below to manage our exposure to such risks.
Commodity Price Risk
We are exposed to market risks related to the volatility of commodity prices. To manage the impact of volatility from these prices, we utilize various exchange-traded and OTC commodity financial instrument contracts. These contracts consist primarily of futures, swaps and options and are recorded at fair value in our consolidated balance sheets.
We use futures and basis swaps, designated as fair value hedges, to hedge our natural gas inventory stored in our Bammel storage facility. At hedge inception, we lock in a margin by purchasing gas in the spot market or off peak season and entering into a

financial contract. Changes in the spreads between the forward natural gas prices and the physical inventory spot price result in unrealized gains or losses until the underlying physical gas is withdrawn and the related designated derivatives are settled. Once the gas is withdrawn and the designated derivatives are settled, the previously unrealized gains or losses associated with these positions are realized.
We use futures, swaps and options to hedge the sales price of natural gas we retain for fees in our intrastate transportation and storage operations and operational gas sales on our interstate transportation and storage operations. These contracts are not designated as hedges for accounting purposes.
We use NGL and crude derivative swap contracts to hedge forecasted sales of NGL and condensate equity volumes we retain for fees in our midstream operations whereby our subsidiaries generally gather and process natural gas on behalf of producers, sell the resulting residue gas and NGL volumes at market prices and remit to producers an agreed upon percentage of the proceeds based on an index price for the residue gas and NGL. These contracts are not designated as hedges for accounting purposes.
We use derivatives in our liquids transportation and operations to manage our storage facilities and the purchase and sale of purity NGL. These contracts are not designated as hedges for accounting purposes.
Sunoco Logistics utilizes swaps, futures and other derivative instruments to mitigate the risk associated with market movements in the price of refined products and NGLs. These contracts are not designated as hedges for accounting purposes.
We use financial commodity derivatives to take advantage of market opportunities in our trading activities which complement our transportation and storage operations and are netted in cost of products sold in our consolidated statements of operations. We also have trading and marketing activities related to power and natural gas in our all other operations which are also netted in cost of products sold. As a result of our trading activities and the use of derivative financial instruments in our transportation and storage operations, the degree of earnings volatility that can occur may be significant, favorably or unfavorably, from period to period. We attempt to manage this volatility through the use of daily position and profit and loss shall generallyreports provided to our risk oversight committee, which includes members of senior management, and the limits and authorizations set forth in our commodity risk management policy.
The tables below summarize commodity-related financial derivative instruments, fair values and the effect of an assumed hypothetical 10% change in the underlying price of the commodity as of December 31, 2016 and 2015 for ETP and Sunoco LP, including derivatives related to their respective subsidiaries.

 December 31, 2016 December 31, 2015
 Notional Volume Fair Value Asset (Liability) Effect of Hypothetical 10% Change Notional Volume Fair Value Asset (Liability) Effect of Hypothetical 10% Change
Mark-to-Market Derivatives           
(Trading)           
Natural Gas (MMBtu):           
Fixed Swaps/Futures(682,500) $
 $
 (602,500) $(1) $
Basis Swaps IFERC/NYMEX(1)
2,242,500
 (1) 
 (31,240,000) (1) 
Power (Megawatt):           
Forwards391,880
 (1) 1
 357,092
 
 2
Futures109,564
 
 
 (109,791) 2
 
Options — Puts(50,400) 
 
 260,534
 
 
Options — Calls186,400
 1
 
 1,300,647
 
 3
Crude (Bbls) — Futures(617,000) (4) 6
 (591,000) 4
 3
(Non-Trading)           
Natural Gas (MMBtu):           
Basis Swaps IFERC/NYMEX10,750,000
 2
 
 (6,522,500) 
 
Swing Swaps IFERC(5,662,500) (1) 1
 71,340,000
 (1) 
Fixed Swaps/Futures(52,652,500) (27) 19
 (14,380,000) (1) 5
Forward Physical Contracts(22,492,489) 1
 
 21,922,484
 4
 5
Natural Gas Liquid (Bbls) — Forwards/Swaps      (8,146,800) 10
 13
Forwards/swaps(5,786,627) (40) 35
      
Refined Products (Bbls) — Futures(3,144,000) (21) 18
 (1,289,000) 8
 11
Corn (Bushels) – Futures1,580,000
 
 1
 1,185,000
 
 1
Fair Value Hedging Derivatives           
(Non-Trading)           
Natural Gas (MMBtu):           
Basis Swaps IFERC/NYMEX(36,370,000) 2
 1
 (37,555,000) 
 
Fixed Swaps/Futures(36,370,000) (26) 14
 (37,555,000) 73
 9
(1) Includes aggregate amounts for open positions related to Houston Ship Channel, Waha Hub, NGPL TexOk, West Louisiana Zone and Henry Hub locations.
The fair values of the commodity-related financial positions have been determined using independent third-party prices, readily available market information and appropriate valuation techniques. Non-trading positions offset physical exposures to the cash market; none of these offsetting physical exposures are included in the below tables. Price-risk sensitivities were calculated by assuming a theoretical 10% change (increase or decrease) in price regardless of term or historical relationships between the contractual price of the instruments and the underlying commodity price. Results are presented in absolute terms and represent a potential gain or loss in net income or in other comprehensive income. In the event of an actual 10% change in prompt month natural gas prices, the fair value of our total derivative portfolios may not change by 10% due to factors such as when the financial instrument settles and the location to which the financial instrument is tied (i.e., basis swaps) and the relationship between prompt month and forward months.
Interest Rate Risk
As of December 31, 2016, we had $11.60 billion of floating rate debt outstanding. A hypothetical change of 100 basis points would result in a maximum potential change to interest expense of $109 million annually; however, our actual change in interest expense may be allocated amongless in a given period due to interest rate floors included in our variable rate debt instruments. We manage a portion of our interest rate exposure by utilizing interest rate swaps, including forward-starting interest rate swaps to lock-in the partnersrate on a portion of anticipated debt issuances.

The following table summarizes our interest rate swaps outstanding (dollars in accordance with their percentage interests.millions), none of which are designated as hedges for accounting purposes:
  
     Notional Amount Outstanding
Entity Term 
Type(1)
 December 31, 2016 December 31, 2015
ETP 
July 2016(2)
 Forward-starting to pay a fixed rate of 3.80% and receive a floating rate $
 $200
ETP 
July 2017(3)
 Forward-starting to pay a fixed rate of 3.90% and receive a floating rate 500
 300
ETP 
July 2018(3)
 Forward-starting to pay a fixed rate of 4.00% and receive a floating rate 200
 200
ETP 
July 2019(3)
 Forward-starting to pay a fixed rate of 3.25% and receive a floating rate 200
 200
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
3.
(1)
Floating rates are based on 3-month LIBOR.
(2)
Represents the effective date. These forward-starting swaps have terms of 10 and 30 years with a mandatory termination date the same as the effective date.
(3)
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.
A hypothetical change of 100 basis points in interest rates for these interest rate swaps would result in a change in the fair value of the interest rate derivatives and earnings (recognized in gains (losses) on interest rate derivatives) of approximately $202 million as of December 31, 2016. For ETP’s $1.50 billion of interest rate swaps whereby it pays a floating rate and receives a fixed rate, a hypothetical change of 100 basis points in interest rates would result in a net change in annual cash flow of $32 million. For the forward-starting interest rate swaps, a hypothetical change of 100 basis points in interest rates would not affect cash flows until the swaps are settled.
Credit Risk
Credit risk refers to the risk that a counterparty may default on its contractual obligations resulting in a loss to the Partnership. Credit policies have been approved and implemented to govern the Partnership’s portfolio of counterparties with the objective of mitigating credit losses. These policies establish guidelines, controls and limits to manage credit risk within approved tolerances by mandating an appropriate evaluation of the financial condition of existing and potential counterparties, monitoring agency credit ratings, and by implementing credit practices that limit exposure according to the risk profiles of the counterparties. Furthermore, the Partnership may, at times, require collateral under certain circumstances to mitigate credit risk as necessary. The Partnership also uses industry standard commercial agreements which allow for the netting of exposures associated with transactions executed under a single commercial agreement. Additionally, we utilize master netting agreements to offset credit exposure across multiple commercial agreements with a single counterparty or affiliated group of counterparties.
The Partnership’s counterparties consist of a diverse portfolio of customers across the energy industry, including petrochemical companies, commercial and industrials, oil and gas producers, municipalities, gas and electric utilities, midstream companies, independent power generators and fuel distributors. Our overall exposure may be affected positively or negatively by macroeconomic or regulatory changes that impact our counterparties to one extent or another. Currently, management does not anticipate a material adverse effect in our financial position or results of operations as a consequence of counterparty non-performance.
For financial instruments, failure of a counterparty to perform on a contract could result in our inability to realize amounts that have been recorded on our consolidated balance sheets and recognized in net income or other comprehensive income.
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements starting on page F-1 of this report are incorporated by reference.
ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING

AND FINANCIAL DISCLOSURE
None.
ITEM 9A.  CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
An evaluation was performed under the supervision and with the participation of our management, including the President and Group Chief Financial Officer of our General Partner, of the effectiveness of the design and operation of our disclosure controls and procedures (as such terms are defined in Rule 13a–15(e) and 15d–15(e) of the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, management, including the President and Group Chief Financial Officer of our General Partner, concluded that our disclosure controls and procedures were adequate and effective as of December 31, 2016.
Management’s Report on Internal Control over Financial Reporting
The management of Energy Transfer Equity, L.P. and subsidiaries is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including the President and Group Chief Financial Officer of our General Partner, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in the 2013 Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO Framework”).
Based on our evaluation under the COSO framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2016.
Grant Thornton LLP, an independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 31, 2016, as stated in their report, which is included herein.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Partners
Energy Transfer Equity, L.P.
We have audited the internal control over financial reporting of Energy Transfer Equity, L.P. (a Delaware limited partnership) and subsidiaries (the “Partnership”) as of December 31, 2016, based on criteria established in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Partnership’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Partnership’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate
In our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on criteria established in the 2013 Internal Control-Integrated Framework issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements of the Partnership as of and for the year ended December 31, 2016, and our report dated February 24, 2017 expressed an unqualified opinion on those financial statements.

/s/ GRANT THORNTON LLP
Dallas, Texas
February 24, 2017

Changes in Internal Controls over Financial Reporting
There has been no change in our internal controls over financial reporting (as defined in Rules 13a–15(f) or Rule 15d–15(f)) that occurred in the three months ended December 31, 2016 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
ITEM 9B.  OTHER INFORMATION
None.

PART III
ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Board of Directors
Our General Partner, LE GP, LLC, manages and directs all of our activities. The officers and directors of ETE are officers and directors of LE GP, LLC. The members of our General Partner elect our General Partner’s Board of Directors. The board of directors of our General Partner has the authority to appoint our executive officers, subject to provisions in the limited liability company agreement of our General Partner. Pursuant to other authority, the board of directors of our General Partner may appoint additional management personnel to assist in the management of our operations and, in the event of the death, resignation or removal of our chief executive officer, to appoint a replacement.
As of December 31, 2016, our Board of Directors was comprised of seven persons, three of whom qualify as “independent” under the NYSE’s corporate governance standards. We have determined that Messrs. Brannon, Turner and Williams are all “independent” under the NYSE’s corporate governance standards.
As a limited partnership, we are not required by the rules of the NYSE to seek unitholder approval for the election of any of our directors. We believe that the members of our General Partner have appointed as directors individuals with experience, skills and qualifications relevant to the business of the Parent Company, such as experience in energy or related industries or with financial markets, expertise in natural gas operations or finance, and a history of service in senior leadership positions. We do not have a formal process for identifying director nominees, nor do we have a formal policy regarding consideration of diversity in identifying director nominees, but we believe that the members of our General Partner have endeavored to assemble a group of individuals with the qualities and attributes required to provide effective oversight of the Parent Company.
Risk Oversight
Our Board of Directors generally administers its risk oversight function through the board as a whole. Our President, who reports to the Board of Directors, has day-to-day risk management responsibilities. Our President attends the meetings of our Board of Directors, where the Board of Directors routinely receives reports on our financial results, the status of our operations, and other aspects of implementation of our business strategy, with ample opportunity for specific inquiries of management. In addition, at each regular meeting of the Board, management provides a report of the Parent Company’s financial and operational performance, which often prompts questions or feedback from the Board of Directors. The Audit Committee provides additional risk oversight through its quarterly meetings, where it receives a report from the Parent Company’s internal auditor, who reports directly to the Audit Committee, and reviews the Parent Company’s contingencies with management and our independent auditors.
Corporate Governance
The Board of Directors has adopted both a Code of Business Conduct and Ethics applicable to our directors, officers and employees, and Corporate Governance Guidelines for directors and the Board. Current copies of our Code of Business Conduct and Ethics, Corporate Governance Guidelines and charters of the Audit and Compensation Committees of our Board of Directors are available on our website at www.energytransfer.com and will be provided in print form to any Unitholder requesting such information.
Please note that the preceding Internet address is for information purposes only and is not intended to be a hyperlink. Accordingly, no information found and/or provided at such Internet addresses or at our website in general is intended or deemed to be incorporated by reference herein.
Annual Certification
The Parent Company has filed the required certifications under Section 302 of the Sarbanes-Oxley Act of 2002 as Exhibits 31.1 and 31.2 to this annual report. In 2016, our President and CFO provided to the NYSE the annual CEO certification regarding our compliance with the NYSE’s corporate governance listing standards.
Conflicts Committee
Our Partnership Agreement provides that the Board of Directors may, from time to time, appoint members of the Board to serve on the Conflicts Committee with the authority to review specific matters for which the Board of Directors believes there may be a conflict of interest in order to determine if the resolution of such conflict proposed by the General Partner is fair and reasonable to the Parent Company and our Unitholders. As a policy matter, the Conflicts Committee generally reviews any proposed related-party transaction that may be material to the Parent Company to determine if the transaction presents a conflict of interest and whether the transaction is fair and reasonable to the Parent Company. Pursuant to the terms of our partnership agreement, any matters approved by the Conflicts Committee will be conclusively deemed to be fair and reasonable to the Parent Company,

approved by all partners of the Parent Company and not a breach by the General Partner or its Board of Directors of any duties they may owe the Parent Company or the Unitholders. These duties are limited by our Partnership Agreement (see “Risks Related to Conflicts of Interest” in Item 1A. Risk Factors in this annual report).
Audit Committee
The Board of Directors has established an Audit Committee in accordance with Section 3(a)(58)(A) of the Exchange Act. The Board of Directors appoints persons who are independent under the NYSE’s standards for audit committee members to serve on its Audit Committee. In addition, the Board determines that at least one member of the Audit Committee has such accounting or related financial management expertise sufficient to qualify such person as the audit committee financial expert in accordance with Item 407(d)(5) of Regulation S-K. The Board determined that based on relevant experience, Audit Committee member Rick Turner qualified as an audit committee financial expert during 2016. A description of the qualifications of Mr. Turner may be found elsewhere in this Item 10 under “Directors and Executive Officers of the General Partner.”
The Audit Committee meets on a regularly scheduled basis with our independent accountants at least four times each year and is available to meet at their request. The Audit Committee has the authority and responsibility to review our external financial reporting, review our procedures for internal auditing and the adequacy of our internal accounting controls, consider the qualifications and independence of our independent accountants, engage and direct our independent accountants, including the letter of engagement and statement of fees relating to the scope of the annual audit work and special audit work which may be recommended or required by the independent accountants, and to engage the services of any other advisors and accountants as the Audit Committee deems advisable. The Audit Committee reviews and discusses the audited financial statements with management, discusses with our independent auditors matters required to be discussed by auditing standards, and makes recommendations to the Board of Directors relating to our audited financial statements. The Audit Committee periodically recommends to the Board of Directors any changes or modifications to its charter that may be required. The Audit Committee has received written disclosures and the letter from Grant Thornton required by applicable requirements of the Audit Committee concerning independence and has discussed with Grant Thornton that firm’s independence. The Audit Committee recommended to the Board that the audited financial statements of ETE be included in ETE’s Annual Report on Form 10-K for the year ended December 31, 2016.
The Board of Directors adopts the charter for the Audit Committee. Richard D. Brannon, K. Rick Turner and William P. Williams serve as elected members of the Audit Committee. For a portion of 2016, Mr. Turner also served on the audit committee of three other publicly traded companies, including Sunoco LP. As required by Rule 303A.07 of the NYSE Listed Company Manual, the Board of Directors of our General Partner has determined that such simultaneous service did not impair Mr. Turner’s ability to effectively serve on our Audit Committee.
Compensation and Nominating/Corporate Governance Committees
Although we are not required under NYSE rules to appoint a Compensation Committee or a Nominating/Corporate Governance Committee because we are a limited partnership, the Board of Directors of LE GP, LLC has previously established a Compensation Committee to establish standards and make recommendations concerning the compensation of our officers and directors. In addition, the Compensation Committee determines and establishes the standards for any awards to our employees and officers under the equity compensation plans, including the performance standards or other restrictions pertaining to the vesting of any such awards. Pursuant to the Charter of the Compensation Committee, a director serving as a member of the Compensation Committee may not be an officer of or employed by our General Partner, the Parent Company, ETP or its subsidiaries, or Sunoco LP or its subsidiaries.
Matters relating to the nomination of directors or corporate governance matters were addressed to and determined by the full Board of Directors for the period ETE did not have a compensation committee.
The responsibilities of the ETE Compensation Committee include, among other duties, the following:
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.
The responsibilities of the ETP Compensation Committee include, among other duties, the following:
annually review and approve goals and objectives relevant to compensation of the Chief Executive Officer, or the CEO, if applicable; annually evaluate the CEO’s performance in light of these goals and objectives, and make recommendations to the Board of Directors of ETP with respect to the CEO’s compensation levels based on this evaluation, if applicable;
based on input from, and discussion with, the CEO, make recommendations to the Board of Directors of ETP with respect to non-CEO executive officer compensation, including incentive compensation and compensation under equity based plans;
make determinations with respect to the grant of equity-based awards to executive officers under ETP’s equity incentive plans;
periodically evaluate the terms and administration of ETP’s short-term and long-term incentive plans to assure that they are structured and administered in a manner consistent with ETP’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, CEO or executive officer compensation; and
perform other duties as deemed appropriate by the Board of Directors of ETP.
Code of Business Conduct and Ethics
The Board of Directors has adopted a Code of Business Conduct and Ethics applicable to our officers, directors and employees. Specific provisions are applicable to the principal executive officer, principal financial officer, principal accounting officer and controller, or those persons performing similar functions, of our General Partner. Amendments to, or waivers from, the Code of Business Conduct and Ethics will be available on our website and reported as may be required under SEC rules. Any technical, administrative or other non-substantive amendments to the Code of Business Conduct and Ethics may not be posted.
Meetings of Non-management Directors and Communications with Directors
Our non-management directors meet in regularly scheduled sessions. Our non-management directors alternate as the presiding director of such meetings.
We have established a procedure by which Unitholders or interested parties may communicate directly with the Board of Directors, any committee of the Board, any of the independent directors, or any one director serving on the Board of Directors by sending written correspondence addressed to the desired person, committee or group to the attention of Sonia Aubé at Energy Transfer Equity, L.P., 8111 Westchester Drive, Suite 600, Dallas, Texas, 75225. Communications are distributed to the Board of Directors, or to any individual director or directors as appropriate, depending on the facts and circumstances outlined in the communication.

Directors and Executive Officers of Our General Partner
The following table sets forth certain information with respect to the executive officers and members of the Board of Directors of our General Partner as of February 24, 2017. Executive officers and directors are elected for indefinite terms.
NameAgePosition with Our General Partner
John W. McReynolds66
Director and President
Kelcy L. Warren61
Director and Chairman of the Board
Thomas E. Long60
Group Chief Financial Officer
Marshall S. (Mackie) McCrea, III57
Director and Group Chief Operating Officer and Chief Commercial Officer
Thomas P. Mason59
Executive Vice President and General Counsel
Brad Whitehurst42
Executive Vice President and Head of Tax
Richard D. Brannon58
Director
Matthew S. Ramsey61
Director
K. Rick Turner58
Director
William P. Williams79
Director
Messrs. Warren, and McCrea also serve as directors of ETP’s General Partner. Messrs. Ramsey and Turner serve as directors of the general partner of Sunoco LP.
Set forth below is biographical information regarding the foregoing officers and directors of our General Partner:
John W. McReynolds.  Mr. McReynolds has served as our President since March 2005, and as a Director since August 2005. He served as our Chief Financial Officer from August 2005 to June 2013, and previously served as a Director of ETP from August 2001 through May 2010. Mr. McReynolds has been in the energy industry for his entire career. Prior to becoming President and CFO of ETE, Mr. McReynolds was in private law practice for over 20 years,  specializing exclusively in energy-related finance, securities, corporations and partnerships, mergers and acquisitions, syndications, and a wide variety of energy-related litigation.  His practice dealt with all forms of fossil fuels, and the transportation and handling thereof, together with the financing and structuring of all forms of business entities related thereto. The members of our General Partner selected Mr. McReynolds to serve in the indicated roles with the Energy Transfer partnerships because of this extensive background and experience, as well as his many contacts and relationships in the industry.
Kelcy L. Warren.  Mr. Warren was appointed Co-Chairman of the Board of Directors of our General Partner, LE GP, LLC, effective upon the closing of our IPO. On August 15, 2007, Mr. Warren became the sole Chairman of the Board of our General Partner and the Chief Executive Officer and Chairman of the Board of the General Partner of ETP. Prior to that, Mr. Warren had served as Co-Chief Executive Officer and Co-Chairman of the Board of the General Partner of ETP since the combination of the midstream and intrastate transportation storage operations of ETC OLP and the retail propane operations of Heritage in January 2004. Mr. Warren also serves as Chief Executive Officer of the General Partner of ETC OLP. Prior to the combination of the operations of ETP and Heritage Propane, Mr. Warren served as President of the General Partner of ET Company I, Ltd. the entity that operated ETP’s midstream assets before it acquired Aquila, Inc.’s midstream assets, having served in that capacity since 1996. From 1996 to 2000, he also served as a Director of Crosstex Energy, Inc. From 1993 to 1996, he served as President, Chief Operating Officer and a Director of Cornerstone Natural Gas, Inc. Mr. Warren has more than 25 years of business experience in the energy industry. The members of our General Partner selected Mr. Warren to serve as a director and as Chairman because he is ETP’s Chief Executive Officer and has more than 25 years in the natural gas industry. Mr. Warren also has relationships with chief executives and other senior management at natural gas transportation companies throughout the United States, and brings a unique and valuable perspective to the Board of Directors.
Thomas E. Long.  Mr. Long is the Group Chief Financial Officer of ETE since February 2016. Mr. Long has served as the Chief Financial Officer and as a director of PennTex Midstream Partners, LP’s general partner, since November 2016. Mr. Long previously served as Chief Financial Officer of ETP and as Executive Vice President and Chief Financial Officer of Regency GP LLC from November 2010 to April 2015. From May 2008 to November 2010, Mr. Long served as Vice President and Chief Financial Officer of Matrix Service Company. Prior to joining Matrix, he served as Vice President and Chief Financial Officer of DCP Midstream Partners, LP, a publicly traded natural gas and natural gas liquids midstream business company located in Denver, CO. In that position, he was responsible for all financial aspects of the company since its formation in December 2005. From 1998 to 2005, Mr. Long served in several executive positions with subsidiaries of Duke Energy Corp., one of the nation’s largest electric power companies.

Marshall S. (Mackie) McCrea, III.  Mr. McCrea was appointed as a Director in December 2009. He is Group Chief Operating Officer and Chief Commercial Officer for the Energy Transfer family and has served in that capacity since November 2015. Mr. McCrea has served as a director of PennTex Midstream Partners, LP’s general partner, since November 2016. Prior to that, he served as President and Chief Operating Officer of ETP’s general partner from June 2008 to November 2015 and President – Midstream from March 2007 to June 2008. Previously he served as the Senior Vice President – Commercial Development since the combination of the operations of ETC OLP and HOLP in January 2004. In March 2005, Mr. McCrea was named president of ETC OLP. Prior to the combination of the operations of ETC OLP and HOLP, Mr. McCrea served as the Senior Vice President – Business Development and Producer Services of the general partner of ETC OLP and ET Company I, Ltd., having served in that capacity since 1997. Mr. McCrea also currently serves on the Board of Directors of the general partner of ETE, of Sunoco Logistics and of Sunoco LP. The members of our General Partner selected Mr. McCrea to serve as a director because he brings extensive project development and operations experience to the Board. He has held various positions in the natural gas business over the past 25 years and is able to assist the Board of Directors in creating and executing the Partnership’s strategic plan.
Thomas P. Mason.Mr. Mason became Executive Vice President and General Counsel of the General Partner of ETE in December 2015. Mr. Mason has served as a director of PennTex Midstream Partners, LP’s general partner since November 2016. Mr. Mason previously served as Senior Vice President, General Counsel and Secretary of ETP’s general partner from April 2012 to December 2015, as Vice President, General Counsel and Secretary from June 2008 and as General Counsel and Secretary from February 2007. Prior to joining ETP, he was a partner in the Houston office of Vinson & Elkins. Mr. Mason has specialized in securities offerings and mergers and acquisitions for more than 25 years. Mr. Mason also serves on the Board of Directors of the general partner of Sunoco Logistics.
Brad Whitehurst. Mr. Whitehurst has served as the Executive Vice President and Head of Tax of our General Partner since August 2014. Prior to joining ETE, Mr. Whitehurst was a partner in the Washington, DC office of Bingham McCutchen LLP and an attorney in the Washington, DC offices of both McKee Nelson LLP and Hogan & Hartson. Mr. Whitehurst has specialized in partnership taxation and has advised ETE and its subsidiaries in his role as outside counsel since 2006.
Richard D. Brannon. Mr. Brannon was appointed to the Board of Directors of our General Partner in March 2016. Previously, he served on the Sunoco LP Board of Directors from September 2014 to March 2016. In September 2016, Mr. Brannon was elected to the Board of Directors of Wild Horse Resource Development Corp. He is President of CH4 Energy II, III, IV and V, companies focused on horizontal development of oil and gas. Previously, he was President of CH4 Energy Corp. from 2001 to 2006, when the company was sold to Bill Barrett Corp. From 1984 to 2005, Dick was President of Brannon Oil & Gas, Inc. and Brannon & Murray Drilling Co. Previously, he was a drilling and completion engineer for Texas Oil & Gas Corp. He has previously served on the boards of Cornerstone Natural Gas Corp., which was purchased by El Paso Corp. in 1996, and OEC Compression Corp, acquired by Hanover Compressor Company in 2001. Mr. Brannon also formerly served on the Board of Directors of Regency Energy Partners LP.
Matthew S. Ramsey. Mr. Ramsey was appointed as a director of ETE’s general partner on July 17, 2012 and as a director of ETP’s general partner on November 9, 2015. Mr. Ramsey currently serves as President and Chief Operating Officer of ETP’s general partner since November 2015. Mr. Ramsey has served as President and Chief Operating Officer and Chairman of the board of directors of PennTex Midstream Partners, LP’s general partner, since November 2016. Mr. Ramsey is also a director of Sunoco LP, serving as chairman of Sunoco LP’s board since April 2015. Mr. Ramsey previously served as President of RPM Exploration, Ltd., a private oil and gas exploration partnership generating and drilling 3-D seismic prospects on the Gulf Coast of Texas. Mr. Ramsey is currently a director of RSP Permian, Inc. (NYSE: RSPP), where he serves as chairman of the compensation committee and as a member of the audit committee. Mr. Ramsey formerly served as President of DDD Energy, Inc. until its sale in 2002. From 1996 to 2000, Mr. Ramsey served as President and Chief Executive Officer of OEC Compression Corporation, Inc., a publicly traded oil field service company, providing gas compression services to a variety of energy clients. Previously, Mr. Ramsey served as Vice President of Nuevo Energy Company, an independent energy company. Additionally, he was employed by Torch Energy Advisors, Inc., a company providing management and operations services to energy companies including Nuevo Energy, last serving as Executive Vice President. Mr. Ramsey joined Torch Energy as Vice President of Land and was named Senior Vice President of Land in 1992. Mr. Ramsey holds a B.B.A. in Marketing from the University of Texas at Austin and a J.D. from South Texas College of Law. Mr. Ramsey is a graduate of Harvard Business School Advanced Management Program. Mr. Ramsey is licensed to practice law in the State of Texas. He is qualified to practice in the Western District of Texas and the United States Court of Appeals for the Fifth Circuit. Mr. Ramsey formerly served as a director of Southern Union Company. The members of our General Partner recognize Mr. Ramsey’s vast experience in the oil and gas space and believe that he provides valuable industry insight as a member of our Board of Directors.
K. Rick Turner.  Mr. Turner has served as a director of our General Partner since October 2002. Mr. Turner currently serves as chair of the Compensation Committee and a member of the Audit Committee. Mr. Turner is also a director of Sunoco LP, serving

as chair of Sunoco LP’s compensation and audit committees. Mr. Turner is presently a managing director of Altos Energy Partners, LLC. Mr. Turner previously was a private equity executive with several groups after retiring from the Stephens’ family entities, which he had worked for since 1983. He first became a private equity principal in 1990 after serving as the Assistant to the Chairman, Jackson T. Stephens. His areas of focus have been oil and gas exploration, natural gas gathering, processing industries, and power technology. Prior to joining Stephens, he was employed by Peat, Marwick, Mitchell and Company. Mr. Turner currently serves as a director of AmeriGas Partners, L.P. Mr. Turner earned his B.S.B.A. from the University of Arkansas and is a non-practicing Certified Public Accountant. The members of our General Partner selected Mr. Turner based on his industry knowledge, his background in corporate finance and accounting, and his experience as a director and audit committee member on the boards of several other companies.
William P. Williams. Mr. Williams was appointed as a director in March 2012 and currently serves as a member of the Audit Committee. Mr. Williams began his career in the oil and gas industry in 1967 with Texas Power and Light Company as Manager of Pipeline Construction for Bi-Stone Fuel Company, a predecessor of Texas Utilities Fuel Company. In 1980, he was employed by Endevco as Vice President of Pipeline and Plant Construction, Engineering, and Operations. Prior to Endevco, he worked for Cornerstone Natural Gas followed by Vice President of Engineering and Operations at Energy Transfer Partners, L.P. ending his career as Vice President of Measurement in May 2011.
Compensation of the General Partner
Our General Partner does not receive any management fee or other compensation in connection with its management of the Parent Company.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our officers and directors, and persons who own more than 10% of a registered class of our equity securities, to file reports of beneficial ownership and changes in beneficial ownership with the SEC. Officers, directors and greater than 10% Unitholders are required by SEC regulations to furnish the General Partner with copies of all Section 16(a) forms.
Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during the year ended December 31, 2016, all filing requirements applicable to our officers, directors, and greater than 10% beneficial owners were met in a timely manner, except as follows:
a late Form 4 filed by Mr. Thomas P. Mason on January 28, 2016; and
a late Form 4 filed by Mr. John W. McReynolds on March 10, 2016.

ITEM 11.  EXECUTIVE COMPENSATION
Overview
As a limited partnership, we are managed by our General Partner. Our General Partner is majority owned by Mr. Kelcy Warren.
We own 100% of ETP GP and its general partner, ETP LLC. We refer to ETP GP and ETP LLC together as the “ETP GP Entities.” ETP GP is the general partner of ETP. All of ETP’s employees receive employee benefits from the operating companies of ETP.
We acquired 100% of Sunoco GP LLC, the general partner of Sunoco LP, from ETP in July 2015. All of Sunoco LP’s employees receive employee benefits from either Sunoco GP LLC or the operating companies of Sunoco LP.
Compensation Discussion and Analysis
Named Executive Officers
ETE does not have officers or directors. Instead, we are managed by the board of directors of our General Partner, and the executive officers of our General Partner perform all of ETE’s management functions. As a result, the executive officers of our General Partner are essentially ETE’s executive officers, and their compensation is administered by our General Partner. This Compensation Discussion and Analysis is, therefore, focused on the total compensation of the executive officers of our General Partner as set forth below. In addition, to provide comprehensive disclosure of our executive compensation, we are also providing information as to the executive compensation of certain executive officers of our subsidiaries, even though none of these persons is an executive officer of the Parent Company. Accordingly, the persons we refer to in this discussion as our “named executive officers” are the following:
ETE Executive Officers
John W. McReynolds, President;
Jamie W. Welch, Former Group Chief Financial Officer and Head of Business Development;
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.
Mr. Welch served in the capacity of Group Chief Financial Officer and Head of Business Development of our General Partner until February 2016. As Mr. Welch served as Group Chief Financial Officer and Head of Business Development of our general Partner for a portion of 2016, disclosure related to his compensation is included in this Compensation Discussion and Analysis. Any information contained in the applicable Compensation Discussion and Analysis or the associated Compensation Tables, unless otherwise indicated, is expressly limited to terms and conditions of Mr. Welch’s status as an executive officer and employee through February 2016.
Our Philosophy for Compensation of Executives
Our General Partner. In general, our General Partner’s philosophy for executive compensation is based on the premise that a significant portion of each executive’s compensation should be incentive-based or “at-risk” compensation and that executives’ total compensation levels should be highly competitive in the marketplace for executive talent and abilities. Our General Partner seeks a total compensation program for the named executive officers that provides for a slightly below the median market annual base compensation rate (i.e. approximately the 40th percentile of market) but incentive-based compensation composed of a combination of compensation vehicles to reward both short and long-term performance that are both targeted to pay-out at approximately the top-quartile of market. Our General Partner believes the incentive-based balance is achieved by the payment of annual discretionary cash bonuses and grants of restricted unit awards. Our General Partner believes the performance of our operating subsidiaries and the contribution of our management toward the achievement of the financial targets and other goals of those subsidiaries should be considered in determining annual discretionary cash bonuses.
ETP GP Entities. The ETP GP Entities also believe that a significant portion of each executives’ compensation should be incentive-based or “at-risk” compensation and that executives’ total compensation levels should be very competitive in the marketplace for executive talents and abilities. ETP GP seeks a total compensation program for the named executive officers that provides for a slightly below the median market annual base compensation rate (i.e. approximately the 40th percentile of market) but incentive-

based compensation composed of a combination of compensation vehicles to reward both short and long-term performance that are both targeted to pay-out at approximately the top-quartile of market. ETP GP believes the incentive-based balance is achieved by (i) the payment of annual discretionary cash bonuses that consider the achievement of ETP’s financial performance objectives for a fiscal year set at the beginning of such fiscal year and the individual contributions of its named executive officers to the success of ETP and the achievement of the annual financial performance objectives and (ii) the annual grant of time-based restricted unit awards under ETP’s equity incentive plan(s) or the equity incentive programs of either Sunoco Logistics and/or Sunoco LP, as applicable based on the allocation of the named executive officers’ award, which awards are intended to provide a longer term incentive and retention value to its key employees to focus their efforts on increasing the market price of its publicly traded units and to increase the cash distribution ETP and/or the other affiliated partnerships pay to their respective unitholders.
The Partnership grants restricted unit awards that vest, based generally upon continued employment, at a rate of 60% after the third year of service and the remaining 40% after the fifth year of service. The ETP GP Entities believe that these equity-based incentive arrangements are important in attracting and retaining executive officers and key employees as well as motivating these individuals to achieve stated business objectives. The equity-based compensation reflects the importance ETP GP places on aligning the interests of its named executive officers with those of ETP’s unitholders.
While ETE, through the ETP GP Entities, is responsible for the direct payment of the compensation of our named executive officers, ETE does not participate or have any input in any decisions as to the compensation levels or policies of our General Partner or the ETP GP Entities. As discussed below, our compensation committee, the eligible members of board of directors of our General Partner at times when we have not had a compensation committee or the ETP Compensation Committee and/or the compensation committee of the general partner of Sunoco Logistics and Sunoco LP, as applicable, all in consultation with the General Partner, are responsible for the compensation policies and compensation level of the named executive officers of our General Partner. In this discussion, we refer to either or both of the ETE Compensation Committee or such members of our board of directors collectively as the “ETE Compensation Committee.”
ETP also does not participate or have any input in any decisions as to the compensation policies of the ETP GP Entities or the compensation levels of the executive officers of the ETP GP Entities. The compensation committee of the board of directors of the ETP GP Entities (the “ETP Compensation Committee”) is responsible for the approval of the compensation policies and the compensation levels of the executive officers of the ETP GP Entities.
Sunoco Logistics also does not participate or have any input in any decisions as to the compensation policies ofSunoco Partners LLC or the compensation levels of the executive officers of its general partner. The compensation committee of the board of directors ofSunoco Partners LLC (the “Sunoco Logistics Compensation Committee”) is responsible for the approval of the compensation policies and the compensation levels of the executive officers of Sunoco Partners LLC.
Sunoco LP also does not participate or have any input in any decisions as to the compensation policies of Sunoco GP LLC or the compensation levels of the executive officers of its general partner. The SUN Compensation Committee is responsible for the approval of the compensation policies and the compensation levels of the executive officers of Sunoco GP LLC.
For a more detailed description of the compensation to ETE’s and ETP GP’s named executive officers, please see “– Compensation Tables” below.
Distributions to Our General Partner
Our General Partner is partially-owned by certain of our current and prior named executive officers. We pay quarterly distributions to our General Partner in accordance with our partnership agreement with respect to its ownership of its general partner interest as specified in our partnership agreement. The amount of each quarterly distribution that we must pay to our General Partner is based solely on the provisions of our partnership agreement, which agreement specifies the amount of cash we distribute to our General Partner based on the amount of cash that we distribute to our limited partners each quarter. Accordingly, the cash distributions we make to our General Partner bear no relationship to the level or components of compensation of our General Partner’s executive officers. Distributions to our General Partner are described in detail in Note 8 to our consolidated financial statements. Our named executive officers also own directly and indirectly certain of our limited partner interests and, accordingly, receive quarterly distributions. Such per unit distributions equal the per unit distributions made to all our limited partners and bear no relationship to the level of compensation of the named executive officers or the services they perform as employees.
For a more detailed description of the compensation of our named executive officers, please see “Compensation Tables” below.

Compensation Philosophy
Our compensation programs are structured to achieve the following:
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.
Components of Executive Compensation
For the year ended December 31, 2016, the compensation paid to our named executive officers consisted of the following components:
annual base salary;
non-equity incentive plan compensation consisting solely of discretionary cash bonuses;
time-vested restricted 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.
Methodology
The ETE Compensation Committee considers relevant data available to it to assess our competitive position with respect to base salary, annual short-term incentives and long-term incentive compensation for our executive officers, including the named executive officers. The ETE Compensation Committee also considers individual performance, levels of responsibility, skills and experience.
Periodically, the ETE or ETP Compensation Committee engages a third-party consultant to provide market information for compensation levels at peer companies in order to assist in the determination of compensation levels for our executive officers, including the named executive officers. Most recently, Longnecker & Associates (“Longnecker”) evaluated the market competitiveness of total compensation levels of a number of officers of ETE, ETP and Sunoco Logistics to provide market information with respect to compensation of those executives during the year ended December 31, 2015. In particular, the review by Longnecker was designed to (i) evaluate the market competitiveness of total compensation levels for certain members of senior management, including our named executive officers; (ii) assist in the determination of appropriate compensation levels for our senior management, including the named executive officers; and (iii) confirm that our compensation programs were yielding compensation packages consistent with our overall compensation philosophy. This review by Longnecker was deemed necessary to update the most recent review by Mercer (US) Inc. during 2013, especially in light of the on-going growth of the family of partnerships as a result of the series of transforming transactions we have completed over the past few years, which have continued to significantly increase our size and scale from both a financial and asset perspective.
In conducting its review, Longnecker’s specifically considered the larger size of the combined ETE and ETP entities from an energy industry perspective, to form a public peer group, inclusive of energy and non-energy related peers, against which ETE and ETP can compare total compensation for its executives, including the named executive officers. We worked with Longnecker in the development of the final “peer group” of both leading companies in the energy industry that most closely reflect our profile in terms of revenues, assets and market value as well as compete with us for talent at the senior management level and similarly situated general industry companies with similar revenues, assets and market value. The identified companies were:

Energy Peer Group:
• Conoco Phillips• Anadarko Petroleum
• Enterprise Products Partners, L.P.• Marathon Oil Corporation
• Plains All American Pipeline, L.P.• Kinder Morgan Energy Partners, L.P.
• Halliburton Company• The Williams Companies, Inc.
• Valero Energy Corporation
General Industry Peer Group:
• The Boeing Company• United Technologies Corporation
• Dow Chemical Company• United Parcel Service, Inc.
• Caterpillar Inc.• FedEx Corporation
• Lockheed Martin Corporation• Honeywell International Inc.
• Deere & Company
The compensation analysis provided by Longnecker in 2015 covered all major components of total compensation, including annual base salary, annual short-term cash bonus and long-term incentive awards for the senior executives of these companies. In preparing the review materials, Longnecker utilized generally accepted compensation principles as determined by WorldatWork and gathered data from the public peer companies and published salary surveys.
The ETE Compensation Committee reviewed the information provided by Longnecker, including Longnecker’s specific conclusions and recommended considerations for total compensation going forward, but focused specifically on the industry related data to compare the levels of annual base salary, annual short-term cash bonus and long-term equity incentive awards at these other companies with those of our named executive officers to ensure that compensation of our named executive officers is both consistent with our compensation philosophy and competitive with the compensation for executive officers of these other companies. The ETE Compensation Committee considered and reviewed the results of the study performed by Longnecker to determine if the results indicated that our compensation programs were yielding a competitive total compensation model prioritizing incentive-based compensation and rewarding achievement of short and long-term performance objectives. The ETE Compensation Committee also specifically evaluated benchmarked results for the annual base salary, annual short-term cash bonus or long-term equity incentive awards of the named executive officers to the compensation levels at the identified “energy peer group” companies and considered Longnecker’ s conclusions and recommendations. While Longnecker found that ETE is achieving its stated objectives with respect to the “at-risk” approach, they also found that certain adjustments should be implemented to allow ETE to achieve its targeted percentiles on base compensation and incentive compensation (short and long-term).
Longnecker provided some limited market updates for specific executives during 2016 for situations where there were changes to roles and responsibilities of a previously benchmarked executive, but did not provide a full update to their market analysis from 2015. In 2016, Longnecker also provided information related to market trends on long-term equity incentive awards and annual short-term incentive bonus awards for industry based peer group companies. With respect to the long-term incentive awards the information focused on the continued market competitiveness of using time-vested restricted units and the specific targeted annual value of the long-term equity incentive pools and on the annual short-term incentive bonus awards the information focused on expected pay-out in the industry among peers and the impact of 2016 industry conditions on expected annual bonus award pay-outs.
For 2016, the ETE Compensation Committee continued to use the results of the 2015 Longnecker compensation analysis (updated as described in the preceding paragraph), adjusted to account for general inflation and information obtained from other sources, such as 2016 third party survey results, in its determination of compensation levels for executives, including the named executive officers . Longnecker did not provide any non-executive compensation services for ETE during 2016.
Base Salary. Base salary is designed to provide for a competitive fixed level of pay that attracts and retains executive officers, and compensates them for their level of responsibility and sustained individual performance (including experience, scope of responsibility and results achieved). The salaries of the named executive officers are reviewed on an annual basis. As discussed above, the base salaries of our named executive officers are targeted to yield an annual base salary slightly below the median level of market (i.e. approximately the 40th percentile of market) and are determined by the ETE Compensation Committee.
The base salaries of ETE’s named executive officers are determined by the ETE Compensation Committee, which takes into account the recommendations of Mr. Warren, as the Chairman of the board of directors of our General Partner. During the 2016 merit review process in July, the ETE Compensation Committee approved an increase to Mr. McReynolds of 2% to $583,440 from its prior level of $572,000; a 2% increase to Mr. Long to $459,000 from its prior level of $450,000; a 2% increase to Mr.

McCrea to $1,020,000 from its prior level of $1,000,000; a 2% increase to Mr. Mason to $577,830 from its prior level of $566,500; and a 2% increase for Mr. Whitehurst to $508,725 from its prior level of $498,750.
The 2% increase to each of the named executive officers reflects base salary increase consistent with the 2% annual merit increase pool set for all employees of ETE and its affiliates for 2016 by the respective compensation committees.
Annual Bonus.  In addition to base salary, the ETE Compensation Committee makes determinations whether to make discretionary annual cash bonus awards to executives, including our named executive officers, following the end of the year under the Energy Transfer Partners, L.L.C. Annual Bonus Plan (the “Bonus Plan”).
These discretionary bonuses, if awarded, are intended to reward our named executive officers for the achievement of financial performance objectives during the year for which the bonuses are awarded in light of the contribution of each individual to our profitability and success during such year. The ETE Compensation Committee also considers the recommendation of our Chairman in determining the specific annual cash bonus amounts for each of the named executive officers. The ETE Compensation Committee does not establish its own financial performance objectives in advance for purposes of determining whether to approve any annual bonuses, and it does not utilize any formulaic approach to determine annual bonuses.
TheETP Compensation Committee’s evaluation of performance and determination of an overall available bonus pool is based on therespective internal earnings target generally based on targeted EBITDA (the “Earnings Target”) budget and the performance of each department compared to the applicable departmental budget (with suchperformance measured based on the specific dollar amount of general and administrative expenses set for each department). The two performance criteria are weighted 75% on internal Earnings Target budget criteria and 25% on internal department financialbudget criteria. Internal Earnings Target is the primary performance factor in determining annual bonuses, while internal department financial budget criteria is considered to ensure that the Partnership is effectively managing general and administrative costs in a prudent manner.
For 2016, the ETE Compensation Committee approved short-term annual cash bonus pool targets for Messrs. McReynolds, Long, McCrea, Mason and Whitehurst of 130%, 130%, 160%, 130%, and 125%, respectively, of their annual base earnings. With the exception of Mr. Long, the targets for the other named executive officers were the same as for 2015. The increase to 130% from his previous target of 125% for Mr. Long was in recognition of his increased duties in serving as the Group Chief Financial Officer for 2016.
In February 2017, the ETP Compensation Committee certified 2016 performance results under the Bonus Plan, which resulted in a bonus payout of 95% of target, which reflected achievement of 93.9% of the internal Earnings Target and 100% of the budget criteria. Based on the approved results, the ETE Compensation Committee approved a cash bonus relating to the 2016 calendar year to Messrs. McReynolds, Long, McCrea, Mason and Whitehurst in the amounts of $712,922, $560,865, $1,533,990, $706,067, and $597,717, respectively.
In approving the 2016 bonuses of the named executive officers, the ETE Compensation Committee took into account the achievement by the respective partnerships of all of the targeted performance objectives for 2016 and the individual performances of each of the named executive officers, as well as the study results of Longnecker and Towers Watson. The cash bonuses awarded to each of the executive officers for 2016 performance were consistent with their applicable bonus pool targets.
Equity Awards.  The Energy Transfer Equity Long-Term Incentive Plan (“ETE Plan”) authorizes the ETE Compensation Committee, in its discretion, to grant awards of restricted units, unit options and other awards related to ETE units at such times and upon such terms and conditions as it may determine in accordance with each such plan. For 2016, no equity awards were issued under the ETE Plan. The named executive officers, other than Mr. McReynolds, who does not currently receive equity awards on an annual basis, each participated under long-term incentive plans of ETP, Sunoco Logistics and/or Sunoco LP, as applicable. Notwithstanding the fact that the ETE Compensation Committee did not approve long-term awards under the ETE Plan, the ETE Compensation Committee did (as discussed below) set 2016 long-term incentive award targets for Messrs. Long, McCrea, Mason and Whitehurst. For 2016, the long-term incentive awards made to our named executive officers (other than Mr. McReynolds) were made in various allocations under the Second Amended and Restated Energy Transfer Partners, L.P 2008 Long-Term Incentive Plan (the “2008 Incentive Plan”) or the long-term incentive plans of ETE’s affiliates, including the Sunoco Partners LLC Long-Term Incentive Plan (the “Sunoco Logistics Plan”) and Sunoco LP 2012 Long-Term Incentive Plan (the “2012 Incentive Plan”).
From time to time, the compensation committees of ETP, Sunoco Logistics and/or Sunoco LP may make grants under the respective long-term incentive plans to employees and/or directors containing such terms as the respective compensation committee shall determine. The applicable compensation committee determines the conditions upon which the restricted units or restricted phantom units granted may become vested or forfeited, and whether or not any such restricted units or restricted phantom units will have distribution equivalent rights (“DERs”) entitling the grantee to distributions receive an amount in cash equal to cash distributions made by the respective partnership with respect to a like number of partnership common units during the restricted period.

In December of 2016, consistent with ETE’s compensation methodology, all of the restricted units and restricted phantom units granted under the long-term incentive plans of ETP, Sunoco Logistics and Sunoco LP, including to the named executive officers, provided for vesting of 60% at the end of the third year and vesting of the remaining 40% at the end of the fifth year, subject to continued employment of the named executive officers through each specified vesting date. The restricted units and restricted phantom unit awards entitle the grantee of the unit awards to receive, with respect to each partnership common unit subject to such restricted unit or restricted phantom unit award that has not either vested or been forfeited, a DER cash payment promptly following each such distribution to the partnership unitholders. In approving the grant of such unit awards, the applicable compensation committee took into account a number of performance factors as well as the long-term objective of retaining such individuals as key drivers of the partnership’s future success, the existing level of equity ownership of such individuals and the previous awards to such individuals of equity awards subject to vesting. Vesting of the 2016 awards would accelerate in the event of the death or disability of the named executive officer or in the event of a change in control of the respective partnership as that term is defined under the applicable long-term incentive plan.

For 2016, the annual long-term incentive targets set by the ETE Compensation Committee for the named executive officers were 500% of annual base salary for Mr. Long, which represents an increase from his previous target of 400%, 900% of annual base salary for Mr. McCrea, 500% of annual base salary for Mr. Mason and 400% of base salary for Mr. Whitehurst. The ETE Compensation Committee approved the increase to Mr. Long’s long-term incentive target in recognition of his additional responsibilities during 2016 as the Group Chief Financial Officer of the General Partner. The targets for the other named executive officers receiving equity awards remained the same as their targets from 2015. In approving long-term incentive awards for the named executive officers, the compensation committees of ETP, Sunoco Logistics and/or Sunoco LP utilized the targets set by the ETE Compensation Committee.
As described below in the section titled Affiliate/Subsidiary Equity Awards, for 2016, in discussions between the General Partner and the compensation committees of the general partners of ETP, Sunoco Logistics and Sunoco, it was determined that for 2016 the value of Messrs. Long, Mason and Whitehurst’s awards would be comprised of restricted/phantom unit awards under the 2008 Incentive Plan, the Sunoco Logistics Plan and the 2012 Incentive Plan in consideration of their roles and responsibilities for all of the partnerships under ETE’s umbrella and, for Messrs. Long and Mason, as members of the Boards of Directors of the general partners of Sunoco and Sunoco Logistics, respectively. Mr. Long’s total 2016 long-term awards were allocated 50% to the 2008 Incentive Plan, 20% to the Sunoco Logistics Plan and 30% to the 2012 Incentive Plan. For Messrs. Mason and Whitehurst, their total 2016 long-term incentive awards were allocated 1/2 to the 2008 Incentive Plan, 1/4 to the Sunoco Logistics Plan and 1/4 to the 2012 Incentive Plan. For Mr. McCrea, his total 2016 long-term incentive awards were allocated approximately 2/3 to the 2008 Incentive Plan and 1/3 to the Sunoco Logistics Plan. At Sunoco Logistics, Mr. McCrea serves as Chairman of the Board of Sunoco Logistics’ general partner. It is expected that future long-term incentive awards to the named executive officers of ETE will recognize a similar aggregation of restricted/phantom restricted units under long-term incentive plans of ETP, Sunoco Logistics and/or Sunoco LP, as applicable.
The ETP, Sunoco Logistics and SUN Compensation Committees have in the past and may in the future, but are not required to, accelerate the vesting of unvested restricted unit awards in the event of the termination or retirement of an executive officer. None of the compensation committees accelerated the vesting of restricted unit awards to any ETE named executive officers in 2016.
As discussed below under “Potential Payments Upon a Termination or Change of Control,” certain equity awards automatically accelerate upon a change in control event, which means vesting automatically accelerates upon a change of control irrespective of whether the officer is terminated. In addition, the 2014 awards to Messrs. McCrea and Whitehurst included a provision in the applicable award agreement for acceleration of unvested restricted unit/restricted phantom unit awards upon a termination of employment by the general partner of the applicable partnership issuing the award without “cause”. For purposes of the awards the term “cause” shall mean: (i) a conviction (treating a nolo contendere plea as a conviction) of a felony (whether or not any right to appeal has been or may be exercised), (ii) willful refusal without proper cause to perform duties (other than any such refusal resulting from incapacity due to physical or mental impairment), (iii) misappropriation, embezzlement or reckless or willful destruction of property of the partnership or any of its affiliates, (iv) knowing breach of any statutory or common law duty of loyalty to the partnership or any of its or their affiliates, (v) improper conduct materially prejudicial to the business of the partnership or any of its or their affiliates by, (vi) material breach of the provisions of any agreement regarding confidential information entered into with the partnership or any of its or their affiliates or (vii) the continuing failure or refusal to satisfactorily perform essential duties to the partnership or any of its or their affiliates.
We believe that permitting the accelerated vesting of equity awards upon a change in control creates an important retention tool for us by enabling employees to realize value from these awards in the event that we undergo a change in control transaction. In addition, we believe permitting acceleration of vesting upon a change in control and the acceleration of vesting awards upon a termination without “cause” in the case of the 2014 awards to Messrs. McCrea and Whitehurst creates a sense of stability in the course of transactions that could create uncertainty regarding their future employment and encourage these officers to remain focused on their job responsibilities.

Affiliate and Subsidiary Equity Awards. In addition to their roles as officers of our General Partner during 2016, Messrs. Long, McCrea, Mason and Whitehurst in their roles have certain responsibilities for all of the partnerships under ETE’s umbrella, including with respect to Mr. McCrea as member of the Boards of Directors of the general partners of ETP and Sunoco Logistics, with respect to Mr. Mason as a member of the Board of Directors of the general partner of Sunoco Logistics and with respect to Mr. Long, as Chief Financial Officer of ETP and a member of the Board of Directors of the general partner of Sunoco LP.
In December 2016, the ETP Compensation Committee approved grants of unit awards to Messrs. Long, McCrea, Mason and Whitehurst of 28,688, 153,765, 36,115 and 25,437 units, respectively, under the 2008 Incentive Plan related to ETP common units. The SXL Compensation Committee in December 2016 approved grants of unit awards to Messrs. Long, McCrea, Mason and Whitehurst of 16,021, 105,738, 25,211 and 17,757 units, respectively, under the Sunoco Logistics Plan related to Sunoco Logistics common units. The SUN Compensation Committee in December 2015 approved grants of units awards to Messrs. Long, Mason and Whitehurst of 22,210, 23,300, and 16,410 units, respectively under the 2012 Incentive Plan related to Sunoco LP common units.
The terms and conditions of the restricted unit/phantom awards to Messrs. Long, McCrea, Mason and Whitehurst under the 2008 Incentive Plan, the Sunoco Logistics Plan and the 2012 Incentive Plan, as applicable, were the same and provided for vesting over a five-year period, with 60% vesting at the end of the third year and the remaining 40% vesting at the end of the fifth year, subject generally to continued employment through each specified vesting date. All of the awards would be accelerated in the event of their death, disability or upon a change in control.
Unit Ownership Guidelines. In December 2013, the Board of Directors of our General Partner adopted the Executive Unit Ownership Guidelines (the “Guidelines”), which set forth minimum ownership guidelines applicable to certain executives of ETE and ETP with respect to ETE, ETP, Sunoco Logistics and Sunoco LP common units representing limited partnership interests, as applicable. The applicable Guidelines are denominated as a multiple of base salary, and the amount of common units required to be owned increases with the level of responsibility. Under these Guidelines, Mr. McReynolds as ETE’s President and Mr. McCrea as Group Chief Operations Officer and Chief Commercial Officer are expected to own common units having a minimum value of five times their base salaries and Messrs. Long, Mason and Whitehurst are expected to own common units having a minimum value of four times their base salaries. In addition to the named executive officers, the Guidelines also apply to other executives, all of whom are expected to own either directly or indirectly in accordance with the terms of the Guidelines, common units having minimum values ranging from two to four times their respective base salaries.
The ETE Compensation Committee believes that the ownership of ETE, ETP, Sunoco Logistics and/or Sunoco LP common units, as reflected in these Guidelines, is an important means of tying the financial risks and rewards for its executives to ETE’s total unitholder return, aligning the interests of such executives with those of ETE’s Unitholders, and promoting ETE’s interest in good corporate governance.
Covered executives are generally required to achieve their ownership level within five years of becoming subject to the Guidelines; however, certain covered executives, based on their tenure as an executive, are required to achieve compliance within two years of the December 2013 effective date of the Guidelines. Thus, compliance with the Guidelines was required for Messrs. McReynolds, McCrea and Mason beginning in December 2015, and they were compliant. Compliance for Mr. Long will be required in December 2018, and compliance for Mr. Whitehurst will be required in August 2019.
Covered executives may satisfy the Guidelines through direct ownership of ETE, ETP, Sunoco Logistics, and/or Sunoco LP common units or indirect ownership by certain immediate family members. Direct or indirect ownership of ETE, ETP, Sunoco Logistics and/or Sunoco LP common units shall count on a one-to-one ratio for purposes of satisfying minimum ownership requirements; however, unvested unit awards may not be used to satisfy the minimum ownership requirements.
Executive officers, including the named executive officers, who have not yet met their respective guideline must retain and hold all common units (less common units sold to cover the executive’s applicable taxes and withholding obligation) received in connection with long-term incentive awards. Once the required ownership level is achieved, ownership of the required common units must be maintained for as long as the covered executive is subject to the Guidelines. However, those individuals who have met or exceeded their applicable ownership level guideline may dispose of the common units in a manner consistent with applicable laws, rules and regulations, including regulations of the SEC and our internal policies, but only to the extent that such individual’s remaining ownership of common units would continue to exceed the applicable ownership level.
The Board of Directors of ETP’s general partner and Sunoco Logistics’ general partner approved and adopted policies substantially identical to the Guidelines described above.
Qualified Retirement Plan Benefits.  The Energy Transfer Partners GP, L.P. 401(k) Plan (the “ETP 401(k) Plan”) is a defined contribution 401(k) plan, which covers substantially all of our employees, including the named executive officers. Employees may elect to defer up to 100% of their eligible compensation after applicable taxes, as limited under the Internal Revenue Code.

We make a matching contribution that is not less than the aggregate amount of matching contributions that would be credited to a participant’s account based on a rate of match equal to 100% of each participant’s elective deferrals up to 5% of covered compensation. The amounts deferred by the participant are fully vested at all times, and the amounts contributed by the Partnership become vested based on years of service. We provide this benefit as a means to incentivize employees and provide them with an opportunity to save for their retirement.
The Partnership provides a 3% profit sharing contribution to employee 401(k) accounts for all employees with a base compensation below a specified threshold. The contribution is in addition to the 401(k) matching contribution and employees become vested based on years of service.
Health and Welfare Benefits.  All full-time employees, including our named executive officers may participate in ETP GP’s health and welfare benefit programs including medical, dental, vision, flexible spending, life insurance and disability insurance.
Termination Benefits.  Our named executive officers do not have any employment agreements that call for payments of termination or severance benefits or that provide for any payments in the event of a change in control of our General Partner. The ETP 2004 Unit Plan provides for immediate vesting of all unvested restricted unit awards in the event of a change in control, as defined in the applicable plan. In addition, the ETP 2008 Incentive Plan and 2011 Incentive Plan provide the ETP Compensation Committee with the discretion, unless otherwise specified in the applicable award agreement, to provide for immediate vesting of all unvested restricted unit awards in the event of a (i) change of control, as defined in the plan; (ii) death or (iii) disability, as defined in the applicable plan. In the case of the December 2014 and 2015 long-term incentive awards to the named executive officers under ETP’s 2008 Incentive Plan, the Sunoco Logistics Plan or the 2012 Incentive Plan, the awards would immediately and fully vest all unvested restricted unit awards in the event of a change of control, as defined in the applicable plan. Please refer to “Compensation Tables - Potential Payments Upon a Termination or Change of Control” for additional information.
Additionally, in connection with Mr. Welch joining ETE as Group Chief Financial Officer and Head of Business Development effective as of April 29, 2013, ETE agreed to award Mr. Welch 3,000,000 Common Units of ETE (after adjustment for the January 2014 and July 2015 two-for-one splits), subject to a period of restriction, under the ETE Plan pursuant to a Unit Award Under Long-Term Incentive Plan and the Time-Vested Restricted Unit Award Agreement, each dated as of April 29, 2013 (the “Original Award Agreements”). On December 23, 2013, ETE and Mr. Welch entered into (i) a Rescission Agreement in order to rescind the original offer letter to the extent it relates to the award of 3,000,000 common units of ETE (after adjustment for the January 2014 and July 2015 two-for-one splits) to Welch, the Original Award Agreements, and the receipt of cash amounts by Mr. Welch with respect to such awarded units and (ii) a new Class D Unit Agreement between ETE and Mr. Welch (the “Class D Unit Agreement”) providing for the issuance to Mr. Welch of an aggregate of 3,080,000 Class D Units of ETE (after unit split adjustments), which number of Class D Units includes an additional 80,000 Class D Units that were issued to Mr. Welch in connection with other changes to his original offer letter.
Under the terms of the Class D Unit Agreement, as amended, 30% of the Class D Units granted to Mr. Welch converted to ETE common units on a one-for-one basis on March 31, 2015, 35% were scheduled to convert to ETE common units on a one-for-one basis on March 31, 2018, and the remaining 35% were scheduled to convert to ETE common units on a one-for-one basis on March 31, 2020, subject in each case to Mr. Welch being in Good Standing with ETE (as defined in the Class D Unit Agreement) and there being a sufficient amount of gain available to be allocated to the Class D Units being converted so as to cause the capital account of each such unit to equal the capital account of an ETE Common Unit on the conversion date. Pursuant to the terms of the Class D Unit Agreement, upon a Change of Control (as defined in the Class D Unit Agreement), Termination without Cause or for Good Reason (as defined in the Class D Unit Agreement) or upon death or disability, all of the Class D Units issued to Mr. Welch would be convertible to ETE Common Units subject again to the availability of a sufficient amount of allocable gain and the requirement of Good Standing will cease to apply.
In August 2016, ETE and Mr. Welch entered into an additional amendment of the Class D Unit Agreement which modified the conversion schedule and provided for conversion of the remaining unconverted 2,156,000 Class D Units as of September 1, 2016.
Please refer to “– Compensation Tables – Potential Payments Upon a Termination or Change of Control” for additional information.
In addition, ETP GP has also adopted the ETP GP Severance Plan and Summary Plan Description effective as of June 12, 2013, (the “Severance Plan”), which provides for payment of certain severance benefits in the event of Qualifying Termination (as that term is defined in the Severance Plan). In general, the Severance Plan provides payment of two weeks of annual base salary for each year or partial year of employment service up to a maximum of fifty-two weeks or one year of annual base salary (with a minimum of four weeks of annual base salary) and up to three months of continued group health insurance coverage. The Severance Plan also provides that we may determine to pay benefits in addition to those provided under the Severance Plan based on special circumstances, which additional benefits shall be unique and non-precedent setting. The Severance Plan is available to all salaried employees on a nondiscriminatory basis; therefore, amounts that would be payable to our named executive officers upon a Qualified

Termination have been excluded from “Compensation Tables – Potential Payments Upon a Termination or Change of Control” below.
ETP Non-Qualified Deferred Compensation Plan (the “ETP NQDC Plan”) is a deferred compensation plan, which permits eligible highly compensated employees to defer a portion of their salary, bonus, and/or quarterly non-vested phantom unit distribution equivalent income until retirement, termination of employment or other designated distribution event. Each year under the ETP NQDC Plan, eligible employees are permitted to make an irrevocable election to defer up to 50% of their annual base salary, 50% of their quarterly non-vested phantom unit distribution income, and/or 50% of their discretionary performance bonus compensation during the following year. Pursuant to the ETP NQDC Plan, ETP may make annual discretionary matching contributions to participants’ accounts; however, ETP has not made any discretionary contributions to participants’ accounts and currently has no plans to make any discretionary contributions to participants’ accounts. All amounts credited under the ETP NQDC Plan (other than discretionary credits) are immediately 100% vested. Participant accounts are credited with deemed earnings or losses based on hypothetical investment fund choices made by the participants among available funds.
Participants may elect to have their account balances distributed in one lump sum payment or in annual installments over a period of three or five years upon retirement, and in a lump sum upon other termination events. Participants may also elect to take lump-sum in-service withdrawals five years or longer in the future, and such scheduled in-service withdrawals may be further deferred prior to the withdrawal date. Upon a change in control (as defined in the ETP NQDC Plan) of ETP, all ETP NQDC Plan accounts are immediately vested in full. However, distributions are not accelerated and, instead, are made in accordance with the ETP NQDC Plan’s normal distribution provisions unless a participant has elected to receive a change of control distribution pursuant to his deferral agreement. Mr. Owens is our only NEO to participate in this plan.
Risk Assessment Related to our Compensation Structure.  We believe that the compensation plans and programs for our named executive officers, as well as our other employees, are appropriately structured and are not reasonably likely to result in material risk to us. We believe these compensation plans and programs are structured in a manner that does not promote excessive risk-taking that could harm our value or reward poor judgment. We also believe we have allocated compensation among base salary and short and long-term compensation in such a way as to not encourage excessive risk-taking. In particular, we generally do not adjust base annual salaries for executive officers and other employees significantly from year to year, and therefore the annual base salary of our employees is not generally impacted by our overall financial performance or the financial performance of a portion of our operations. Our subsidiaries generally determine whether, and to what extent, their respective named executive officers receive a cash bonus based on achievement of specified financial performance objectives as well as the individual contributions of our named executive officers to the Partnership’s success. We and our subsidiaries use restricted units rather than unit options for equity awards because restricted units retain value even in a depressed market so that employees are less likely to take unreasonable risks to get, or keep, options “in-the-money.” Finally, the time-based vesting over five years for our long-term incentive awards ensures that the interests of employees align with those of our unitholders and our subsidiaries’ unitholders for our long-term performance.
Tax and Accounting Implications of Equity-Based Compensation Arrangements
Deductibility of Executive Compensation
We are a limited partnership and not a corporation for U.S. federal income tax purposes. Therefore, we believe that the compensation paid to the named executive officers is not subject to the deduction limitations under Section 162(m) of the Internal Revenue Code and therefore is generally fully deductible for U.S. federal income tax purposes.
Accounting for Unit-Based Compensation
For unit-based compensation arrangements we record compensation expense over the vesting period of the awards, as discussed further in Note 9 to our consolidated financial statements.
Compensation Committee Interlocks and Insider Participation
During 2016, the members of the ETE Compensation Committee were Mr. Turner and Mr. Ted Collins, Jr., until October 31, 2016, at which time Mr. resigned from the board of directors of our General Partner. Subsequent to October 31, 2016, matters concerning compensation were deliberated by the members of the board of directors of our General Partner who would be eligible to serve on the ETE Compensation Committee, which consisted of Messrs. Turner, Brannon and Williams. None of Messrs. Turner, Brannon or Williams was an officer or employee of us or any of our subsidiaries or served as an officer of any company with respect to which any of our executive officers served on such company’s board of directors. In addition, Mr. Turner is not a former employee of ours or any of our subsidiaries.

Report of Compensation Committee
The board of directors of our General Partner has reviewed and discussed the section entitled “Compensation Discussion and Analysis” with the management of ETE. Based on this review and discussion, we have recommended that the Compensation Discussion and Analysis be included in this annual report on Form 10-K.

The Compensation Committee of the
Board of Directors of LE GP, LLC,
general partner of Energy Transfer Equity, L.P.

K. Rick Turner
Richard D. Brannon
The foregoing report shall not be deemed to be incorporated by reference by any general statement or reference to this annual report on Form 10-K into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under those Acts.

Compensation Tables
Summary Compensation Table
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 (3)
($)
 
All Other
Compensation (4)
($)
 
Total
($)
ETE Officers:                  
John W. McReynolds 2016 $577,280
 $712,922
 $
 $
 $
 $
 $10,768
 $1,300,970
President 2015 560,154
 700,893
 
 
 
 
 11,103
 1,272,150
 2014 550,000
 687,500
 
 
 
 
 9,565
 1,247,065
Thomas E. Long 2016 454,154
 560,865
 2,007,697
 
 
 
 14,679
 3,037,395
Group Chief Financial Officer 2015 399,207
 480,296
 1,447,063
 
 
 
 14,282
 2,340,848
 2014 326,221
 391,465
 777,850
 
 
 
 14,032
 1,509,568
Marshall S. (Mackie) McCrea, III 2016 1,009,231
 1,533,990
 8,059,413
 
 
 
 14,818
 10,617,452
Group Chief Operating Officer and Chief Commercial Officer 2015 840,385
 1,294,192
 6,646,354
 
 
 
 14,282
 8,795,213
 2014 800,000
 1,120,000
 5,829,111
 
 
 
 14,072
 7,763,183
Thomas P. Mason 2016 571,729
 706,067
 2,524,064
       14,818
 3,816,678
Executive Vice President and General Counsel 2015 557,615
 6,300,000
 2,253,927
 
 
 
 14,282
 9,125,824
 2014 550,000
 687,500
 2,009,668
 
 
 
 37,576
 3,284,744
Brad Whitehurst 2016 503,354
 597,717
 1,777,758
       14,816
 2,893,645
Executive Vice President and Head of Tax 2015 485,962
 584,673
 1,587,514
 
 
 
 37,947
 2,696,096
 2014 184,519
 570,000
 6,489,787
 
 
 
 63,492
 7,307,798
Jamie W. Welch 2016 113,300
 
 
 
 
 
 4,793
 118,093
Former Group Chief Financial Officer and Head of Business Development 2015 557,615
 
 2,253,927
 
 
 
 13,610
 2,825,152
 2014 550,000
 687,500
 2,434,757
 
 
 7,765
 13,360
 3,693,382
(1)
The discretionary cash bonus amounts earned named executive officers for 2016 reflect cash bonuses approved by the ETE and ETP Compensation Committees in February 2016 that are expected to be paid on or before March 15, 2017.
(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 for additional assumptions underlying the value of the equity awards.
(3)
During 2016, Mr. Welch had a loss of $130,140 under the ETP NQDC Plan.
(4)
The amounts reflected for 2016 in this column include (i) matching contributions to the ETP 401(k) Plan made on behalf of the named executive officers of $9,200, $13,250, $13,250, $13,250, $13,250 and $4,532 for Messrs. McReynolds, Long, McCrea, Mason, Whitehurst and Welch, respectively, and (ii) the dollar value of life insurance premiums paid for the benefit of the named executive officers. The amounts deferred by the executive officers under the applicable 401(k) plan are fully vested at all times.

Grants of Plan-Based Awards Table
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)
ETP Unit Awards:          
Thomas E. Long 12/29/2016 28,688
 
 $
 $1,030,186
Marshal S. (Mackie) McCrea, III 12/29/2016 153,765
 
 
 5,521,701
Thomas P. Mason 12/29/2016 36,115
 
 
 1,296,890
Bradford D. Whitehurst 12/29/2016 25,437
 
 
 913,443
Sunoco Logistics Unit Awards:          
Thomas E. Long 12/29/2016 16,021
 
 
 384,504
Marshal S. (Mackie) McCrea, III 12/29/2016 105,738
 
 
 2,537,712
Thomas P. Mason 12/29/2016 25,211
 
 
 605,064
Bradford D. Whitehurst 12/29/2016 17,757
 
 
 426,168
Sunoco LP Unit Awards:          
Thomas E. Long 12/29/2016 22,210
 
 
 593,007
Thomas P. Mason 12/29/2016 23,300
 
 
 622,110
Bradford D. Whitehurst 12/29/2016 16,410
 
 
 438,147
(1)
ACQUISITIONS AND RELATED TRANSACTIONSWe 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.
2014 TransactionsNarrative Disclosure to Summary Compensation Table and Grants of the Plan-Based Awards Table
Panhandle MergerA description of material factors necessary to understand the information disclosed in the tables above with respect to salaries, bonuses, equity awards, nonqualified deferred compensation earnings (and losses), and 401(k) plan contributions can be found in the Compensation Discussion and Analysis that precedes these tables.

Outstanding Equity Awards at 2016 Fiscal Year-End Table
Name 
Grant Date
(1)
 Unit Awards
Number of Units That Have Not Vested
(#)
 
Market or Payout Value of Units That Have Not Vested
($) (2)
ETE Officers:      
ETP Unit Awards:      
Thomas E. Long 12/29/2016 28,688
 1,027,317
  12/9/2015 18,525
 663,380
  12/16/2014 13,651
 488,842
  12/5/2013 4,344
 155,559
  12/5/2012 4,124
 147,680
Marshal S. (Mackie) McCrea, III 12/29/2016 153,765
 5,506,325
  12/9/2015 123,507
 4,422,786
  12/16/2014 62,650
 2,243,497
  12/30/2013 27,750
 993,728
  1/10/2013 13,333
 477,455
Thomas P. Mason 12/29/2016 36,115
 1,293,278
  12/9/2015 29,155
 1,044,041
  12/16/2014 11,500
 411,815
  12/16/2014 10,104
 361,824
  12/30/2013 16,369
 586,181
  1/10/2013 12,000
 429,720
Bradford D. Whitehurst 12/29/2016 25,437
 910,899
  12/9/2015 20,535
 735,358
  12/16/2014 9,900
 354,519
  12/16/2014 8,661
 310,150
  8/1/2014 8,544
 305,961
  12/30/2013 11,281
 403,980
Sunoco Logistics Unit Awards:      
Thomas E. Long 12/29/2016 16,021
 384,824
  12/4/2015 11,208
 269,216
Marshal S. (Mackie) McCrea, III 12/29/2016 105,738
 2,539,827
  12/4/2015 93,390
 2,243,228
  12/5/2014 41,136
 988,087
  12/3/2013 21,840
 524,597
  1/24/2013 6,666
 160,117
Thomas P. Mason 12/29/2016 25,211
 605,568
  12/4/2015 22,046
 529,545
  12/5/2014 15,117
 363,110
Bradford D. Whitehurst 12/29/2016 17,757
 426,523
  12/4/2015 15,528
 372,983
  12/5/2014 13,060
 313,701
  8/1/2014 14,178
 340,556
Sunoco LP Unit Awards:      
Thomas E. Long 12/29/2016 22,210
 597,227
  12/16/2015 14,125
 379,821
Thomas P. Mason 12/29/2016 23,300
 626,537
  12/16/2015 18,523
 498,083
Bradford D. Whitehurst 12/29/2016 16,410
 441,265
  12/16/2015 13,046
 350,807
(1)
ETP common unit awards outstanding vest as follows:
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;
at a rate of 60% in December 2017 and 40% in December 2019 for awards granted in December 2014;
at a rate of 60% in December 2016 and 40% in December 2018 for awards granted in January 2014;
at a rate of 60% in December 2016 and 40% in December 2018 for awards granted in December 2013 and August 2014; and
at a rate of 60% in December 2015 and 40% in December 2017 for awards granted in January 2013 and December 2012.
Sunoco Logistics common unit awards outstanding vest as follows:
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;
at a rate of 60% in December 2017 and 40% in December 2019 for awards granted in December 2014;
at a rate of 60% in December 2016 and 40% in December 2018 for awards granted in December 2013; and
ratably in December of each year through 2017 for awards granted in January 2013.
Sunoco LP common unit awards outstanding vest as follows:
at a rate of 60% in December 2019 and 40% in December 2021 for awards granted in December 2016; and
at a rate of 60% in December 2018 and 40% in December 2020 for awards granted in December 2015.
(2)
Market value was computed as the number of unvested awards as of December 31, 2016 multiplied by the closing price of respective common units of ETP, Sunoco Logistics and Sunoco LP.
Option Exercises and Units Vested Table
  Unit Awards
Name 
Number of Units
Acquired on Vesting
(#)
 
Value Realized on Vesting
($) (1)
ETE Officers:    
ETE Unit Awards:    
John W. McReynolds 20,000
 $86,600
Jamie W. Welch 2,156,000
 38,592,400
ETP Unit Awards:    
Thomas E. Long 8,372
 294,937
Marshall S. (Mackie) McCrea, III 51,625
 1,818,697
Thomas P. Mason 32,554
 1,146,845
Bradford D. Whitehurst 29,738
 1,047,605
Sunoco Logistics Unit Award:    
Marshall S. (Mackie) McCrea, III 39,426
 934,869
Bradford D. Whitehurst 21,267
 504,283
(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 ETE, ETP or Sunoco Logistics, accordingly, upon the vesting date.
We have not issued option awards.

Nonqualified Deferred Compensation Table
Name 
Executive Contributions in Last FY(1)
($)
 
Registrant Contributions in Last FY
($)
 
Aggregate Earnings in
Last FY(1)
($)
 
Aggregate Withdrawals/Distributions
($)
 
Aggregate Balance at Last FYE(1)
($)
ETE Officers:          
John W. McReynolds $
 $
 $
 $
 $
Jamie W. Welch 43,576
 
 (130,140) (181,052) 
Thomas E. Long 
 
 
 
 
Marshall S. (Mackie) McCrea, III 
 
 
 
 
Thomas P. Mason 
 
 
 
 
Bradford D. Whitehurst 
 
 
 
 
(1)
The executive contributions and aggregate earnings reflected above for Mr. Welch are included in total compensation in the “Summary Compensation Table”; the remainder of the aggregate balance at last fiscal year end was reported as compensation in previous fiscal years.
A description of the key provisions of the Partnership’s deferred compensation plan can be found in the compensation discussion and analysis above.
Potential Payments Upon a Termination or Change of Control
On January 10, 2014, Panhandle consummatedEquity Awards. As discussed in our Compensation Discussion and Analysis above, any unvested equity awards granted pursuant the ETE Plan will automatically become vested upon a merger with Southern Union,change of control, which is generally defined as the indirect parentoccurrence of Panhandle, and PEPL Holdings,one or more of the sole limitedfollowing events: (i) any person or group becomes the beneficial owner of 50% or more of the voting power or voting securities of ETE or its general partner; (ii) LE GP, LLC or an affiliate of LE GP, LLC ceases to be the general partner of Panhandle,ETE; or (iii) the sale or other disposition, including by liquidation or dissolution, of all or substantially all of the assets of ETE in one or more transactions to anyone other than an affiliate of ETE.
In addition, as explained in Equity Awards section of our Compensation Discussion and Analysis above, the restricted unit awards under the equity incentive plans of ETE and its affiliated partnerships, generally require the continued employment of the recipient during the vesting period, provided however, the unvested awards will be accelerated in the event of the death or disability of the award recipient prior to the applicable vesting period being satisfied. In addition, in the event of a change in control of the partnership, all unvested awards granted under the Energy Transfer Partners, L.P. Amended and Restated 2011 Long-Term Incentive Plan (the “2011 Incentive Plan”), as well as awards granted in 2014, 2015 and 2016 under the 2008 Incentive Plan, the Sunoco Logistics Plan and the 2012 Incentive Plan would be accelerated. For awards granted under the 2008 Incentive Plan, the Sunoco Logistics Plan or the 2012 Incentive Plan prior to 2014, unvested awards may also become vested upon a change in control at the discretion of the applicable compensation committee. This discussion assumes a scenario in which the ETP Compensation Committee, the Sunoco Logistics Compensation Committee and the SUN Compensation Committee do not exercise their discretion to accelerate unvested awards granted prior to 2014 in connection with a change in control.
The 2014 awards to Messrs. McCrea and Whitehurst, whether awarded under the 2008 Incentive Plan, the 2011 Incentive Plan or the Sunoco Logistic Plan included a provision in the applicable award agreement for acceleration of unvested restricted unit/restricted phantom unit awards upon a termination of employment by the general partner of the applicable partnership issuing the award without “cause.” For purposes of the awards the term “cause” shall mean: (i) a conviction (treating a nolo contendere plea as a conviction) of a felony (whether or not any right to appeal has been or may be exercised), (ii) willful refusal without proper cause to perform duties (other than any such refusal resulting from incapacity due to physical or mental impairment), (iii) misappropriation, embezzlement or reckless or willful destruction of property of the partnership or any of its affiliates, (iv) knowing breach of any statutory or common law duty of loyalty to the partnership or any of its or their affiliates, (v) improper conduct materially prejudicial to the business of the partnership or any of its or their affiliates, (vi) material breach of the provisions of any agreement regarding confidential information entered into with the partnership or any of its or their affiliates or (vii) the continuing failure or refusal to satisfactorily perform essential duties to the partnership or any of its or their affiliates.
In addition, the ETP Compensation Committee has approved a retirement provision which provides that employees, including the named executive officers with at least ten years of service with the general partner, who leave the respective general partner voluntarily due to retirement (i) after age 65 but prior to age 68 are eligible for accelerated vesting of 40% of his or her award; or (ii) after 68 are eligible for accelerated vesting of 50% his or her award. The Sunoco Logistics Compensation Committee beginning with awards made in December 2014 have included a provision in the award agreement which provides that employees, including the named executive officers with at least ten years of service with the general partner, who leave the general partner voluntarily

due to retirement (i) after age 65 but prior to age 68 are eligible for accelerated vesting of 40% of his or her award; or (ii) after 68 are eligible for accelerated vesting of 50% his or her award.
With respect to Mr. Mason, in February 2016, the ETE Compensation Committee approved a one-time special incentive retention bonus in the amount of $6,300,000 (the “Special Bonus”).  The Special Bonus was approved by the ETE Compensation Committee based on a recommendation of ETE senior management in recognition of, among other things, (i) Mr. Mason’s appointment as the Executive Vice President and General Counsel of the General Partner; (ii) his 2015 calendar year performance; and (iii) his contributions to ETE and its family of partnerships on several key initiatives, including (a) the drop-down transactions by and between ETP and Sunoco LP, (b) the proposed merger transaction between the ETE and The Williams Companies, Inc., (c) the liquefied natural gas (LNG) export project of ETE, and (d) the simplification of the overall Energy Transfer family structure.  The approval of the Special Bonus by the ETE Compensation Committee was conditioned upon entry by Mr. Mason into a Retention Agreement with ETE (the “Retention Agreement”) which provides (i) if, prior to the third (3rd) anniversary of the effective date of the Retention Agreement, Mr. Mason’s employment with ETE or one of its affiliates terminates (other than as a result of (x) a termination without cause by ETE or by Mr. Mason for Good Reason; (y) his death; or (z) his permanent disability as determined by ETE), he will be obligated to remit and repay one-hundred percent (100%) of the Special Bonus to ETE; (ii) if, after the third (3rd) anniversary but prior to the fourth (4th) anniversary of the effective date of the Retention Agreement, Mr. Mason’s employment with ETE or one of its affiliates terminates (other than as a result of (x) a termination without cause by ETE or by Mr. Mason for Good Reason; (y) his death; or (z) his permanent disability as determined by ETE), he will be obligated to remit and repay seventy-five percent (75%) of the Special Bonus to ETE; and (iii) if, after the fourth (4th) anniversary but prior to the fifth (5th) anniversary of the effective date of the Retention Agreement, Mr. Mason’s employment with ETE or one of its affiliates terminates (other than as a result of (x) a termination without cause by ETE or by Mr. Mason for Good Reason; (y) his death; or (z) his permanent disability as determined by ETE), he will be obligated to remit and repay fifty percent (50%) of the Special Bonus to ETE.  Mr. Mason and ETE entered into the Retention Agreement on February 24, 2016.
Deferred Compensation Plan. As discussed in our Compensation Discussion and Analysis above, all amounts under the ETP NQDC Plan (other than discretionary credits) are immediately 100% vested. Upon a change of control (as defined in the ETP NQDC Plan), distributions from the respective plan would be made in accordance with the normal distribution provisions of the respective plan. A change of control is generally defined in the ETP NQDC Plan as any change of control event within the meaning of Treasury Regulation Section 1.409A-3(i)(5).
Director Compensation
Directors of our General Partner, who are employees of the ETP GP or any of their subsidiaries, are not eligible for director compensation. In 2016, the compensation arrangements for outside directors included a $50,000 annual retainer for services on the board. If a director served on the ETE Audit Committee, such director would receive an annual retainer ($10,000 or $15,000 in the case of the chairman) and meeting attendance fees ($1,200). If a director served on the ETE Compensation Committee, such director would receive an annual cash retainer ($5,000 or $7,500 in the case of the chairman) and meeting attendance fees ($1,200).
The outside directors of our General Partner are also entitled to an annual award under the ETE Plan equal to an aggregate of $100,000 divided by the closing price of ETE common units on the date of grant. These ETE common units will vest 60% after the third year and the remaining 40% after the fifth year after the grant date. The compensation expense recorded is based on the grant-date market value of the ETE common units and is recognized over the vesting period. Distributions are paid during the vesting period.

The compensation paid to the non-employee directors of our General Partner in 2016 is reflected in the following table:
Name 
Fees Paid in Cash
($) (1)
 
Unit Awards
($) (2)
 
All Other Compensation
($)
 
Total
($)
Richard D. Brannon (3)
        
As ETE director $44,585
 $25,825
 $
 $70,410
K. Rick Turner 

 

   
As ETE director 88,300
 99,995
 
 188,295
As Sunoco LP Director     
 
William P. Williams 

     
As ETE director 99,600
 99,995
 
 199,595
As Sunoco LP Director     
 
Ted Collins, Jr. (4)
        
As ETE director 70,947
 99,995
 
 170,942
As ETP director 87,852
 100,001
 
 187,853
(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.
(3)
Mr. Brannon was appointed to the Board of Directors of our General Partner in March 2016.
(4)
Mr. Collins resigned from the Board of Directors of our General Partner in October 2016.
As of December 31, 2016, Mr. Brannon had 2,500 unvested ETE restricted units outstanding, Mr. Turner had 18,157 unvested ETE restricted units outstanding and Mr. Williams had 10,523 ETE restricted units outstanding.
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED UNITHOLDER MATTERS
Equity Compensation Plan Information
At the time of our initial public offering, we adopted the Energy Transfer Equity, L.P. Long-Term Incentive Plan for the employees, directors and consultants of our General Partner and its affiliates who perform services for us. The long-term incentive plan provides for the following five types of awards: restricted units, phantom units, unit options, unit appreciation rights and distribution equivalent rights. The long-term incentive plan limits the number of units that may be delivered pursuant to whichawards to three million units. Units withheld to satisfy exercise prices or tax withholding obligations are available for delivery pursuant to other awards. The plan is administered by the compensation committee of the board of directors of our General Partner.
The following table sets forth in tabular format, a summary of our equity plan information as of December 31, 2016:
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:
Energy Transfer Equity, L.P. Long-Term Incentive Plan

8,271,767
Total
$
8,271,767

Energy Transfer Equity, L.P. Units
The following table sets forth certain information as of February 17, 2017, regarding the beneficial ownership of our securities by certain beneficial owners, each director and named executive officer of Southern Unionour General Partner and PEPL Holdings were merged withall directors and into Panhandle (the “Panhandle Merger”), with Panhandle survivingexecutive officers of our General Partner as a group. The General Partner knows of no other person not disclosed herein who beneficially owns more than 5% of our Common Units.
Title of Class 
Name and Address of
Beneficial Owner (1)
 
Beneficially
Owned (2)
 Percent of Class
Common Units 
Kelcy L. Warren (7)
 187,739,220
 17.4%
  
Ray C. Davis (3)
 68,216,204
 6.3%
  
John W. McReynolds (5)
 25,085,888
 2.3%
  
Thomas E. Long (4)
 
 *
  Marshall S. (Mackie) McCrea, III 2,351,202
 *
  Thomas P. Mason 583,000
 *
  
Brad Whitehurst (9)
 9,386
 *
  Jamie Welch 3,130,000
 *
  Richard D. Brannon 46,116
 *
  Matthew S. Ramsey 52,317
 *
  
K. Rick Turner (6)
 464,395
 *
  
William P. Williams (8)
 5,405,051
 *
  All Directors and Executive Officers as a group (12 persons) 293,082,779
 27.2%

*Less than 1%

(1)
The address for Mr. Davis is 5950 Sherry Lane, Dallas, Texas 75225. The address for all other beneficial owners listed above is 8111 Westchester Drive, 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. Nature of beneficial ownership is direct with sole investment and disposition power unless otherwise noted. The number of Common Units shown do not include Common Units that may result from the conversion of our Series A Convertible Preferred Units, since such conversion is not expected to occur within the next 60 days.
(3)
As reported on Mr. Davis’ Schedule 13D/A filing dated February 25, 2015, includes 41,692 units held by Avatar Holdings LLC, 557,436 units held by Avatar BW, LLC, 22,742,680 units held by Avatar ETC Stock Holdings LLC, 2,868,948 units held by Avatar Investments LP, 97,668 units held by Avatar Stock Holdings LLC and 781,968 units held by RCD Stock Holdings LLC, all of which entities are owned or controlled by Mr. Davis. Also includes 12,892,020 units held by a remainder trust for Mr. Davis’ spouse and 8,703,376 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 units held directly. Also includes 264,804 units attributable to ET Company Ltd. Mr. Davis is a former executive officer of ETP and former director of our General Partner.
(4)
Mr. Long replaced Mr. Welch as Group Chief Financial Officer of our General Partner effective as of February 5, 2016.
(5)
Includes 14,490,408 units held by McReynolds Energy Partners L.P. and 10,086,280 units held by McReynolds Equity Partners L.P., the general partners of which are owned by Mr. McReynolds. Mr. McReynolds disclaims beneficial ownership of units owned by such limited partnerships other than to the extent of his interest in such entities.
(6)
Includes (i) 51,731 units held by Mr. Turner directly; (ii) 89,084 units held in a partnership controlled by the Stephens Group, Mr. Turner’s former employer; (iii) 8,000 units held by the Turner Family Partnership; and (iv) 157,790 units held by the Turner Liquidating Trust.  The voting and disposition of the units held by the Stephens Group partnership is controlled by the board of directors of the Stephens Group. With respect to the 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 units, except to the extent of his interest in the partnership.  With respect to the units held by the Turner Liquidating Trust, Mr. Turner exercises one-third of the shared voting and dispositive power with the

administrator of the Panhandle Merger. liquidating trust and Mr. Turner’s ex-wife, who beneficially owns an additional 157,790 units. Mr. Turner disclaims beneficial ownership of the units owned by his ex-wife.
(7)
Includes 79,102,200 units held by Kelcy Warren Partners, L.P. and 8,244,900 units held by Kelcy Warren Partners II, L.P., the general partners of which are owned by Mr. Warren. Also includes 73,853,812 units held by Seven Bridges Holdings, LLC, of which Mr. Warren is a member. Also includes 5,012 units attributable to the interest of Mr. Warren in ET Company Ltd and Three Dawaco, Inc., over which Mr. Warren exercises shared voting and dispositive power with Ray Davis. Also includes 601,076 units held by LE GP, LLC. Mr. Warren may be deemed to own units held by LE GP, LLC due to his ownership of 81.2% of its member interests. The voting and disposition of these units is directly controlled by the boardof directors of LE GP, LLC. Mr. Warren disclaims beneficial ownership of units owned by LE GP, LLC other than to the extent of his interest in such entity. Also includes 84,000 units held by Mr. Warren’s spouse.
(8)
Includes 2,338,484 units held by the Williams Family Partnership Ltd and 3,032,028 units held by the Bar W Barking Cat Ltd. Partnership. Mr. Williams disclaims beneficial ownership of units owned by such entities, except to the extent of his interest in such entities.
(9)
Includes 4,355 units held in a family trust. Mr. Whitehurst disclaims beneficial ownership of the units held by such trust, except to the extent of his interest in such trust.
In connection with the Panhandle Merger, Panhandle assumed Southern Union’sParent Company Credit Agreement, ETE and certain of its subsidiaries entered into a Pledge and Security Agreement (the “Security Agreement”) with Credit Suisse AG, Cayman Islands Branch, as collateral agent (the “Collateral Agent”). The Security Agreement secures all of ETE’s obligations under its 7.6% Senior Notes due 2024, 8.25% Senior Notes due 2029the Parent Company Credit Agreement and grants to the Collateral Agent a continuing first priority lien on, and security interest in, all of ETE’s and the Junior Subordinated Notes due 2066. other grantors’ tangible and intangible assets.
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
At the timeDecember 31, 2016, our interests in ETP and Sunoco LP consisted of 100% of the Panhandle Merger, Southern Union did not have operations of its own, other than its ownership of Panhandlerespective general partner interests and noncontrolling interest in PEI Power II, LLC, Regency (31.4 million Regency Common Units and 6.3 million Regency Class F Units), and ETP (2.2IDRs, as well as 2.6 million ETP Common Units). In connection with the Panhandle Merger, Panhandlecommon units and 81.0 million ETP Class H units held by us or our wholly-owned subsidiaries. We also assumed PEPL Holdings’ guaranteeown 0.1% of $600 million of Regency senior notes.
Trunkline LNG Transaction
On February 19, 2014, ETE and ETP completed the transfer to ETE of Trunkline LNG,Sunoco Partners LLC, the entity that owns the general partner interest and IDRs of Sunoco Logistics, while ETP owns the remaining 99.9% of Sunoco Partners LLC. Additionally, ETE owns 100 ETP Class I Units, the distributions from which offset a LNG regasification facilityportion of IDR subsidies ETE has previously provided to ETP.
The Parent Company’s principal sources of cash flow are derived from its direct and indirect investments in the limited partner and general partner interests in ETP and Sunoco LP, both of which are publicly traded master limited partnerships engaged in diversified energy-related services, and cash flows from the operations of Lake Charles Louisiana, from LNG.
ETP in exchange forand Sunoco LP are required by their respective partnership agreements to distribute all cash on hand at the redemptionend of each quarter, less appropriate reserves determined by ETPthe board of 18.7 million ETP Common Units held by ETE. The transaction was effective asdirectors of January 1, 2014.their respective general partners.
In connection with ETE’s 2014 acquisition of TrunklineLake Charles LNG, ETP agreed to continue to provide management services for ETE through 2015 in relation to both TrunklineLake Charles LNG’s regasification facility and the development of a liquefaction project at TrunklineLake Charles LNG’s facility, for which ETE has agreed to pay incremental management fees to ETP of $75 million per year for the years ending December 31, 2014 and 2015. ETE also agreed to provide additional subsidies to ETP through the relinquishment of future incentive distributions, as discussed further in Note 8.8 to our consolidated financial statements.

F - 25


Regency’s Pending AcquisitionLE GP, LLC, our General Partner, is also a director and executive officer of PVR Partners, L.P.ETP GP. In addition, Mr. Warren, the Chairman of our Board of Directors, is also a director and executive officer of ETP GP.
In October 2013, Regency announcedFor a discussion of director independence, see Item 10. “Directors, Executive Officers and Corporate Governance.”
As a policy matter, our Conflicts Committee generally reviews any proposed related party transaction that it entered intomay be material to the Partnership to determine whether the transaction is fair and reasonable to the Partnership. The Partnership’s board of directors makes the determinations as to whether there exists a merger agreement with PVR (“PVR Acquisition”), pursuantrelated party transaction in the normal course of reviewing transactions for approval as the Partnership’s board of directors is advised by its management of the parties involved in each material transaction as to which Regency intendsthe board of directors’ approval is sought by the Partnership’s management. In addition, the Partnership’s board of directors makes inquiries to merge with PVR. This mergerindependently ascertain whether related parties may have an interest in the proposed transaction. While there are no written policies or procedures for the board of directors to follow in making these determinations, the Partnership’s board makes those determinations in light of its contractually-limited fiduciary duties to the Unitholders. The partnership agreement of ETE provides that any matter approved by the Conflicts Committee will be conclusively deemed to be fair and reasonable to ETE, approved by all the partners of ETE and not a unit-for-unit transaction plus a one-time approximately $37 million cash paymentbreach by the General Partner or its Board of Directors of any duties they may owe ETE or the Unitholders (see “Risks Related to PVR unitholders which represents total considerationConflicts of $5.6 billion, includingInterest” in Item 1A. Risk Factors” in this annual report).

The Parent Company has agreements with subsidiaries to provide or receive various general and administrative services. The Parent Company pays ETP to provide services on its behalf and the assumptionbehalf of net debt of $1.8 billion. The holders of PVR common units, PVR Class B Units and PVR Special Units (“PVR Unit(s)”) will receive 1.02 Regency Common Units in exchange for each PVR Unit held on the applicable record date. In November 2013, Regency received clearanceother subsidiaries of the PVR Acquisition under the Hart-Scott-Rodino Antitrust Improvements Act.Parent Company. The transaction is subject to the approvalParent Company receives management fees from certain of PVR’s unitholders and other customary closing conditions, and is expected to close in late March 2014. The PVR Acquisition is expected to enhance Regency’s geographic diversity with a strategic presence in the Marcellus and Utica shales in the Appalachian Basin and the Granite Wash in the Mid-Continent region.
Regency’s Pending Acquisition of Eagle Rock Energy Partners, L.P.’s Midstream Business
On December 23, 2013, Regency announced plans to purchase Eagle Rock Energy Partners, L.P.’s midstream business. This acquisition, valued at approximately $1.3 billion, will complement Regency’s core gathering and processing business, and when combined with the proposed acquisition of PVR Resources, will further diversify Regency’s basin exposure in the Texas Panhandle, East Texas and South Texas. The Partnership has agreed to purchase approximately 16.5 million Regency Common Units for approximately $400 million upon the closing of this acquisition. The Eagle Rock Acquisition is expected to close in the second quarter of 2014, and is subject to the approval of Eagle Rock’s unitholders, Hart-Scott-Rodino Antitrust Improvements Act approval and other customary closing conditions.
Regency’s Acquisition of Hoover Energy
On February 3, 2014, Regency completed its previously announced acquisition of the midstream assets of Hoover Energy. The consideration paid by Regency in exchange for the acquired Hoover entities was valued at $282 million (subject to customary post-closing adjustments) and consisted of (i) 4.0 million Regency Common Units issued to Hoover Energy and (ii) $184 million in cash. A portion of the consideration is being held in escrow as security for certain indemnification claims. Regency financed the cash portion of the purchase price through borrowings under its revolving credit facility.
2013 Transactions
Sale of Southern Union’s Distribution Operations
In December 2012, Southern Union entered into a purchase and sale agreement with The Laclede Group, Inc., pursuant to which Laclede Missouri agreed to acquire the assets of Southern Union’s MGE division and Laclede Massachusetts agreed to acquire the assets of Southern Union NEG division (together, the “LDC Disposal Group”). Laclede Gas Company, a subsidiary of The Laclede Group, Inc., subsequently assumed all of Laclede Missouri’s rights and obligations under the purchase and sale agreement. In February 2013, The Laclede Group, Inc. entered into an agreement with Algonquin Power & Utilities Corp (“APUC”) that allowed a subsidiary of APUC to assume the rights of The Laclede Group, Inc. to purchase the assets of Southern Union’s NEG division.
In September 2013, Southern Union completed its sale of the assets of MGE for an aggregate purchase price of $975 million, subject to customary post-closing adjustments. In December 2013, Southern Union completed its sale of the assets of NEG for cash proceeds of $40 million, subject to customary post-closing adjustments, and the assumption of $20 million of debt.
The LDC Disposal Group’s operations have been classified as discontinued operations for all periods in the consolidated statements of operations. The assets and liabilities of the LDC Disposal Group were classified as assets and liabilities held for sale at December 31, 2012.
The following table summarizes selected financial information related to Southern Union’s distribution operations in 2013 through MGE and NEG’s sale dates in September 2013 and December 2013, respectively, and for the period from March 26, 2012 to December 31, 2012:
 Years Ended December 31,
 2013 2012
Revenue from discontinued operations$415
 $324
Net loss of discontinued operations, excluding effect of taxes and overhead allocations65
 43

F - 26


SUGS Contribution
On April 30, 2013, Southern Union completed its contribution to Regency of all of the issued and outstanding membership interest in Southern Union Gathering Company, LLC, and its subsidiaries, including SUGS (the “SUGS Contribution”). Thewhich include the reimbursement of various general partner and IDRs of Regency are owned by ETE. The consideration paid by Regency in connection with this transaction consisted of (i) the issuance of approximately 31.4 million Regency common units to Southern Union, (ii) the issuance of approximately 6.3 million Regency Class F units to Southern Union, (iii) the distribution of $463 million in cash to Southern Union, net of closing adjustments, and (iv) the payment of $30 million in cash to a subsidiary of ETP. This transaction was between commonly controlled entities; therefore, the amounts recorded in the consolidated balance sheetadministrative services for the investment in Regency and the related deferred tax liabilities were based on the historical book value of SUGS. In addition, PEPL Holdings, a wholly-owned subsidiary of Southern Union, provided a guarantee of collection with respect to the payment of the principal amounts of Regency’s debt related to the SUGS Contribution. The Regency Class F units have the same rights, terms and conditions as the Regency common units, except that Southern Union will not receive distributions on the Regency Class F units for the first eight consecutive quarters following the closing, and the Regency Class F units will thereafter automatically convert into Regency common units on a one-for-one basis.
ETP’s Acquisition of ETE’s Holdco Interest
On April 30, 2013, ETP acquired ETE’s 60% interest in Holdco for approximately 49.5 million of newly issued ETP Common Units and $1.40 billion in cash, less $68 million of closing adjustments (the “Holdco Acquisition”). As a result, ETP now owns 100% of Holdco. ETE, which owns the general partner and IDRs of ETP, agreed to forego incentive distributions on the newly issued ETP units for each of the first eight consecutive quarters beginning with the quarter in which the closing of the transaction occurred and 50% of incentive distributions on the newly issued ETP units for the following eight consecutive quarters. ETP controlled Holdco prior to this acquisition; therefore, the transaction did not constitute a change of control.
2012 Transactions
Southern Union Merger
On March 26, 2012, ETE completed its acquisition of Southern Union. Southern Union was the surviving entity in the merger and operated as a wholly-owned subsidiary of ETE until our contribution to Holdco discussed below.
Under the terms of the merger agreement, Southern Union stockholders received a total of approximately 57 million ETE Common Units and a total of approximately $3.01 billion in cash. Effective with the closing of the transaction, Southern Union’s common stock was no longer publicly traded.
Citrus Acquisition
In connection with the Southern Union Merger on March 26, 2012, ETP completed its acquisition of CrossCountry, a subsidiary of Southern Union which owned an indirect 50% interest in Citrus, the owner of FGT. The total merger consideration was approximately $2.0 billion, consisting of approximately $1.9 billion in cash and approximately 2.2 million ETP Common Units. See Note 4 for more information regarding ETP’s equity method investment in Citrus.
Sunoco Merger
On October 5, 2012, ETP completed its merger with Sunoco. Under the terms of the merger agreement, Sunoco shareholders received a total of approximately 55 million ETP Common Units and a total of approximately $2.6 billion in cash.
Sunoco generates cash flow from a portfolio of retail outlets for the sale of gasoline and middle distillates in the east coast, midwest and southeast areas of the United States. Prior to October 5, 2012, Sunoco also owned a 2% general partner interest, 100% of the IDRs, and 32% of the outstanding common units of Sunoco Logistics. As discussed below, on October 5, 2012, Sunoco’s interests in Sunoco Logistics were transferred to ETP.
Prior to the Sunoco Merger, on September 8, 2012, Sunoco completed the exit from its Northeast refining operations by contributing the refining assets at its Philadelphia refinery and various commercial contracts to PES, a joint venture with The Carlyle Group. Sunoco also permanently idled the main refining processing units at its Marcus Hook refinery in June 2012. The Marcus Hook facility continued to support operations at the Philadelphia refinery prior to commencement of the PES joint venture. Under the terms of the joint venture agreement, The Carlyle Group contributed cash in exchange for a 67% controlling interest in PES. In exchange for contributing its Philadelphia refinery assets and various commercial contracts to the joint venture, Sunoco retained an approximately 33% non-operating noncontrolling interest. The fair value of Sunoco’s retained interest in PES, which was $75 million on the date on which the joint venture was formed, was determined based on the equity contributions of The Carlyle Group. Sunoco has indemnified PES for environmental liabilities related to the

F - 27


Philadelphia refinery that arose from the operation of such assets prior the formation of the joint venture. The Carlyle Group will oversee day-to-day operations of PES and the refinery. JPMorgan Chase will provide working capital financing to PES in the form of an asset-backed loan, supply crude oil and other feedstocks to the refinery at the time of processing and purchase certain blendstocks and all finished refined products as they are processed. Sunoco entered into a supply contract for gasoline and diesel produced at the refinery for its retail marketing business.
ETPexpenses incurred merger related costs related to the Sunoco Merger of $28 million during the year ended December 31, 2012. Sunoco’s revenue included in our consolidated statement of operations was approximately $5.93 billion during October through December 2012. Sunoco’s net loss included in our consolidated statement of operations was approximately $14 million during October through December 2012. Sunoco Logistics’ revenue included in our consolidated statement of operations was approximately $3.11 billion during October through December 2012. Sunoco Logistics’ net income included in our consolidated statement of operations was approximately $145 million during October through December 2012.
Holdco Transaction
Immediately following the closing of the Sunoco Merger, ETE contributed its interest in Southern Union into Holdco, an ETP-controlled entity, in exchange for a 60% equity interest in Holdco. In conjunction with ETE’s contribution, ETP contributed its interest in Sunoco to Holdco and retained a 40% equity interest in Holdco. Prior to the contribution of Sunoco to Holdco, Sunoco contributed $2.0 billion of cash and its interests in Sunoco Logistics to ETP in exchange for 90.7 million Class F Units representing limited partner interests in ETP (“ETP Class F Units”). The Class F Units were exchanged for Class G Units in 2013 as discussed in Note 8. Pursuant to a stockholders agreement between ETE and ETP, ETP controlled Holdco (prior to ETP’s acquisition of ETE’s 60% equity interest in Holdco in 2013) and therefore, ETP consolidated Holdco (including Sunoco and Southern Union) in its financial statements subsequent to consummation of the Holdco Transaction.
Under the terms of the Holdco transaction agreement, ETE agreed to relinquish its right to $210 million of incentive distributions from ETP that ETE would otherwise be entitled to receive over 12 consecutive quarters beginning with the distribution paid on November 14, 2012.
Summary of Assets Acquired and Liabilities Assumed
We accounted for the Southern Union Merger and Sunoco Merger using the acquisition method of accounting, which requires, among other things, that assets acquired and liabilities assumed be recognized on the balance sheet at their fair values as of the acquisition date. Our consolidated balance sheet presented as of December 31, 2012 reflects the purchase price allocations. Certain amounts included in the purchase price allocation as of December 31, 2012 for Southern Union have been changed from amounts reflected as of March 31, 2012 based on management’s review of the valuation.

F - 28


The following table summarizes the assets acquired and liabilities assumed as of the respective acquisition dates:
  
Sunoco (1)
 
Southern Union(2)
Current assets $7,312
 $556
Property, plant and equipment 6,686
 6,242
Goodwill 2,641
 2,497
Intangible assets 1,361
 55
Investments in unconsolidated affiliates 240
 2,023
Note receivable 821
 
Other assets 128
 163
  19,189
 11,536
     
Current liabilities 4,424
 1,348
Long-term debt obligations, less current maturities 2,879
 3,120
Deferred income taxes 1,762
 1,419
Other non-current liabilities 769
 284
Noncontrolling interest 3,580
 
  13,414
 6,171
Total consideration 5,775
 5,365
Cash received 2,714
 37
Total consideration, net of cash received $3,061
 $5,328
(1)
Includes amounts recorded with respect to Sunoco Logistics.
(2)
Includes ETP’s acquisition of Citrus.
As a result of the Southern Union Merger, we recognized $38 million of merger-related costs during the year ended December 31, 2012. Southern Union’s revenue included in our consolidated statement of operations was approximately $1.26 billion since the acquisition date to December 31, 2012. Southern Union’s net income included in our consolidated statement of operations was approximately $39 million since the acquisition date to December 31, 2012.
Propane Operations
On January 12, 2012, ETP contributed its propane operations, consisting of HOLP and Titan to AmeriGas. ETP received approximately $1.46 billion in cash and approximately 30 million AmeriGas common units. AmeriGas assumed approximately $71 million of existing HOLP debt. In connection with the closing of this transaction, ETP entered into a support agreement with AmeriGas pursuant to which ETP is obligated to provide contingent, residual support of $1.50 billion of intercompany indebtedness owed by AmeriGas to a finance subsidiary that in turn supports the repayment of $1.50 billion of senior notes issued by this AmeriGas finance subsidiary to finance the cash portion of the purchase price.
We have not reflected the Propane Business as discontinued operations as ETP has a continuing involvement in this business as a result of the investment in AmeriGas that was transferred to ETP as consideration for the transaction.
In June 2012, ETP sold the remainder of its retail propane operations, consisting of its cylinder exchange business, to a third party. In connection with the contribution agreement with AmeriGas, certain excess sales proceeds from the sale of the cylinder exchange business were remitted to AmeriGas, and ETP received net proceeds of approximately $43 million.
Sale of Canyon
In October 2012, ETP sold Canyon for approximately $207 million.  The results of continuing operations of Canyon have been reclassified to loss from discontinued operations and the prior year amounts have been adjusted to present Canyon’s operations as discontinued operations. A write down of the carrying amounts of the Canyon assets to their fair values was recorded for approximately $132 million during the year ended December 31, 2012.  Canyon was previously included in our Investment in ETP segment.   

F - 29


2011 Transaction
LDH Acquisition
On May 2, 2011, ETP-Regency Midstream Holdings, LLC (“ETP-Regency LLC”), a joint venture owned 70% by ETP and 30% by Regency, acquired allon behalf of the membership interest in LDH, from Louis Dreyfus Highbridge Energy LLC for approximately $1.98 billion in cash (the “LDH Acquisition”), including working capital adjustments. ETP contributed approximately $1.38 billion to ETP-Regency LLC to fund its 70% share of the purchase price, while Regency contributed approximately $593 million to fund its 30% share of the purchase price. Subsequent to closing, ETP-Regency LLC was renamed Lone Star.
Lone Star owns and operates a natural gas liquids storage, fractionation and transportation business. Lone Star’s storage assets are primarily located in Mont Belvieu, Texas and its West Texas Pipeline transports NGLs through an intrastate pipeline system that originates in the Permian Basin in West Texas, passes through the Barnett Shale production area in North Texas and terminates at the Mont Belvieu storage and fractionation complex. Lone Star also owns and operates fractionation and processing assets located in Louisiana. The acquisition of LDH by Lone Star expanded ETP and Regency’s asset portfolios by adding a NGL platform with storage, transportation and fractionation capabilities.
ETP accounted for the LDH Acquisition using the acquisition method of accounting. Lone Star’s results of operations are consolidated into ETP’s NGL transportation and services operations, while Lone Star’s results are recorded as an equity method investment in our Investment in Regency segment. Regency’s equity method investment in Lone Star is reflected by ETP as noncontrolling interest attributable to Lone Star. Thesethose subsidiaries. All such amounts have been eliminated in our consolidated financial statements.
Pro Forma Results of Operations
The following unaudited pro forma consolidated results of operations for the years ended December 31, 2012 and 2011 are presented as if the Sunoco Merger, Holdco Transaction and LDH Acquisition had been completed on January 1, 2011.
 Years Ended December 31,
 2012 2011
Revenues$40,398
 $37,560
Net income868
 865
Net income attributable to partners866
 863
Basic net income per Limited Partner unit$1.55
 $1.54
Diluted net income per Limited Partner unit$1.55
 $1.54
The pro forma consolidated results of operations include adjustments to:
include the results of Lone Star beginning January 1, 2010 and Southern Union and Sunoco beginning January 1, 2011;
include the incremental expenses associatedETP has an operating lease agreement with the fair value adjustments recorded as a resultformer owners of applying the acquisition method of accounting; and
include incremental interest expense related to the financing of ETP’s proportionate share of the purchase price.
The pro forma information is not necessarily indicative of the results of operations that would have occurred had the transactions been made at the beginning of the periods presented or the future results of the combined operations.


F - 30


4.
ADVANCES TO AND INVESTMENTS IN UNCONSOLIDATED AFFILIATES:
AmeriGas Partners, L.P.
As discussed in Note 3, on January 12, 2012,ETG, including Mr. Warren. ETP received approximately 29.6 million AmeriGas common units in connection with the contribution of its propane operations. On July 12, 2013, ETP sold 7.5 million AmeriGas common units for net proceeds of $346 million, and as of December 31, 2013, ETP owned 22.1 million AmeriGas common units representing an approximate 24% limited partner interest.
The carrying amount of ETP’s investment in AmeriGas waspays these former owners $746 million and $1.02 billion as of December 31, 2013 and 2012, respectively, and was reflected in ETP’s all other operations. As of December 31, 2013, ETP’s investment in AmeriGas reflected $4395 million in excess of its proportionate share of AmeriGas’ limited partners’ capital. Of this excess fair value,operating lease payments per year through $184 million2017 is being amortized over a weighted average period of 14 years, and $255 million is being treated as equity method goodwill and non-amortizable intangible assets.
In January 2014, ETP sold 9.2 million AmeriGas common units for net proceeds of $381 million. Net proceeds from this sale were used. With respect to repay borrowings under the ETP Credit Facility and general partnership purposes.
Citrus Corp.
On March 26, 2012, ETE consummatedrelated party transaction with ETG, the acquisition of Southern Union and, concurrently with the closing of the Southern Union acquisition, CrossCountry, a subsidiary of Southern Union that indirectly owned a 50% interest in Citrus, merged with a subsidiaryConflicts Committee of ETP and, in connection therewith, ETP paid approximately $1.9 billion in cash and issued $105 million of ETP Common Units (the “Citrus Acquisition”)met numerous times prior to a subsidiary of ETE. As a result of the consummation of the Citrus Acquisition,transaction to discuss the terms of the transaction. The committee made the determination that the sale of ETG to ETP owns CrossCountry, which in turn owns a 50% interest in Citrus. The other 50% interest in Citrus is owned by a subsidiarywas fair and reasonable to ETP and that the terms of Kinder Morgan, Inc. Citrus owns 100%the operating lease between ETP and the former owners of FGT, a natural gas pipeline system that originates in TexasETG are fair and delivers natural gasreasonable to the Florida peninsula.ETP.
ETP recorded its investment in Citrus at $2.0 billion, which exceeded its proportionate share of Citrus’ equity by $1.03 billion, all of which is treated as equity method goodwill due to the application of regulatory accounting. The carrying amount of ETP’s investment in Citrus was $1.89 billion and $1.98 billion at December 31, 2013 and 2012, respectively, and was reflected in ETP’s interstate transportation and storage operations.
FEP
ETP has a 50% interest in FEP, a 50/50 joint venture with Kinder Morgan Energy Partners LP. FEP owns the Fayetteville Express pipeline, an approximately 185-mile natural gas pipeline that originates in Conway County, Arkansas, continues eastward through White County, Arkansas and terminates at an interconnect with Trunkline Gas Company in Panola County, Mississippi. The carrying amount of ETP’s investment in FEP was $144 million and $159 million as of December 31, 2013 and 2012, respectively, and was reflected in ETP’s interstate transportation and storage operations.
Midcontinent Express Pipeline LLC
Regency owns a 50% interest in MEP, which owns approximately 500 miles of natural gas pipelines that extend from Southeast Oklahoma, across Northeast Texas, Northern Louisiana and Central Mississippi to an interconnect with the Transcontinental natural gas pipeline system in Butler, Alabama. The carrying amount of Regency’s investment in MEP was $548 million and $581 million as of December 31, 2013 and 2012, respectively, and was reflected in Regency’s natural gas transportation operations.
RIGS Haynesville Partnership Co.
Regency owns a 49.99% interest in HPC, which, through its ownership of RIGS, delivers natural gas from Northwest Louisiana to downstream pipelines and markets through a 450-mile intrastate pipeline system. The carrying amount of Regency’s investment in HPC was $442 million and $650 million as of December 31, 2013 and 2012, respectively, and was reflected in Regency’s natural gas transportation operations.

F - 31


Summarized Financial InformationITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES
The following tables present aggregated selected balance sheet and income statement datasets forth fees billed by Grant Thornton LLP for our unconsolidated affiliates, including AmeriGas, Citrus, FEP, HPC and MEP (on a 100% basis for all periods presented).
 December 31,
 2013 2012
Current assets$1,028
 $945
Property, plant and equipment, net10,778
 10,979
Other assets2,664
 2,677
Total assets$14,470
 $14,601
    
Current liabilities$1,039
 $1,662
Non-current liabilities8,139
 7,024
Equity5,292
 5,915
Total liabilities and equity$14,470
 $14,601
 Years Ended December 31,
 2013 2012 2011
Revenue$4,695
 $4,492
 $3,784
Operating income1,197
 863
 928
Net income699
 491
 536
In addition to the equity method investments described above our subsidiaries have other equity method investments which are not significant to our consolidated financial statements.



F - 32


5.
NET INCOME PER LIMITED PARTNER UNIT:
Basic net income per limited partner unit is computed by dividing net income, after considering the General Partner’s interest, by the weighted average number of limited partner interests outstanding. Diluted net income per limited partner unit is computed by dividing net income (as adjusted as discussed herein), after considering the General Partner’s interest, by the weighted average number of limited partner interests outstanding and the assumed conversionaudit of our Preferred Units, see Note 7. For the diluted earnings per share computation, income allocable to the limited partners is reduced, where applicable, for the decreaseannual financial statements and other services rendered (dollars in earnings from ETE’s limited partner unit ownership in ETP or Regency that would have resulted assuming the incremental units related to ETP’s or Regency’s equity incentive plans, as applicable, had been issued during the respective periods. Such units have been determined based on the treasury stock method.millions):
The calculation below for the years ended December 31, 2012 and 2011 for diluted net income per limited partner unit excludes the impact of any ETE Common Units that would be issued upon conversion of the Preferred Units, because inclusion would have been antidilutive. The Preferred Units were redeemed April 1, 2013 as discussed in Note 7.
 Years Ended December 31,
 2016 2015
Audit fees (1)
$9.6
 $9.0
Audit-related fees (2)
0.5
 0.8
Tax fees (3)
0.1
 0.1
Total$10.2
 $9.9
A reconciliation of net income and weighted average units used in computing basic and diluted net income per unit is as follows:
 Years Ended December 31,
 2013 2012 2011
Income from continuing operations$282
 $1,383
 $531
Less: Income from continuing operations attributable to noncontrolling interest99
 1,070
 221
Income from continuing operations, net of noncontrolling interest183
 313
 310
Less: General Partner’s interest in income from continuing operations
 1
 1
Income from continuing operations available to Limited Partners$183
 $312
 $309
Basic Income from Continuing Operations per Limited Partner Unit:     
Weighted average limited partner units560.9
 533.4
 445.9
Basic income from continuing operations per Limited Partner unit$0.33
 $0.59
 $0.69
Basic income (loss) from discontinued operations per Limited Partner unit$0.02
 $(0.02) $
Diluted Income from Continuing Operations per Limited Partner Unit:     
Income from continuing operations available to Limited Partners$183
 $312
 $309
Dilutive effect of equity-based compensation of subsidiaries
 (1) (1)
Diluted income from continuing operations available to Limited Partners183
 311
 308
Weighted average limited partner units560.9
 533.4
 445.9
Dilutive effect of unconverted unit awards
 
 
Weighted average limited partner units, assuming dilutive effect of unvested unit awards560.9
 533.4
 445.9
Diluted income from continuing operations per Limited Partner unit$0.33
 $0.59
 $0.69
Diluted income (loss) from discontinued operations per Limited Partner unit$0.02
 $(0.02) $


F - 33


6.DEBT OBLIGATIONS:
Our debt obligations consist of the following:
 December 31,
 2013 2012
Parent Company Indebtedness:   
7.50% Senior Notes, due October 15, 2020$1,187
 $1,800
5.875% Senior Notes, due January 15, 2024450
 
ETE Senior Secured Term Loan, due March 26, 2017
 2,000
ETE Senior Secured Term Loan, due December 2, 2018171
 
ETE Senior Secured Term Loan, due December 2, 20191,000
 
ETE Senior Secured Revolving Credit Facility
 60
Unamortized premiums, discounts and fair value adjustments, net(7) (34)
 2,801
 3,826
Subsidiary Indebtedness:   
ETP Debt   
6.0% Senior Notes due July 1, 2013
 350
8.5% Senior Notes due April 15, 2014292
 292
5.95% Senior Notes due February 1, 2015750
 750
6.125% Senior Notes due February 15, 2017400
 400
6.7% Senior Notes due July 1, 2018600
 600
9.7% Senior Notes due March 15, 2019400
 400
9.0% Senior Notes due April 15, 2019450
 450
4.15% Senior Notes due October 1, 2020700
 
4.65% Senior Notes due June 1, 2021800
 800
5.20% Senior Notes due February 1, 20221,000
 1,000
3.60% Senior Notes due February 1, 2023800
 
4.9% Senior Notes due February 1, 2024350
 
7.6% Senior Notes due February 1, 2024277
 
8.25% Senior Notes due November 15, 2029267
 
6.625% Senior Notes due October 15, 2036400
 400
7.5% Senior Notes due July 1, 2038550
 550
6.05% Senior Notes due June 1, 2041700
 700
6.5% Senior Notes due February 1, 20421,000
 1,000
5.15% Senior Notes due February 1, 2043450
 
5.95% Senior Notes due October 1, 2043450
 
Floating Rate Junior Subordinated Notes due November 1, 2066546
 
ETP $2.5 billion Revolving Credit Facility due October 27, 201765
 1,395
Unamortized premiums, discounts and fair value adjustments, net(34) (14)
 11,213
 9,073
Panhandle Debt   
6.05% Senior Notes due August 15, 2013
 250
6.20% Senior Notes due November 1, 2017300
 300
7.00% Senior Notes due June 15, 2018400
 400
8.125% Senior Notes due June 1, 2019150
 150
7.00% Senior Notes due July 15, 202966
 66
Term Loan due February 23, 2015
 455
Unamortized premiums, discounts and fair value adjustments, net107
 136
 1,023
 1,757
Regency Debt   
9.375% Senior Notes due June 1, 2016
 162
6.875% Senior Notes due December 1, 2018600
 600
5.75% Senior Notes due September 1, 2020400
 
6.5% Senior Notes due July 15, 2021500
 500
5.5% Senior Notes due April 15, 2023700
 700
4.5% Senior Notes due November 1, 2023600
 
Regency $1.2 billion Revolving Credit Facility due May 21, 2018510
 192
Unamortized premiums, discounts and fair value adjustments, net
 3
 3,310
 2,157
Southern Union Debt(1)
   
7.60% Senior Notes due February 1, 202482
 360
8.25% Senior Notes due November 14, 202933
 300
Floating Rate Junior Subordinated Notes due November 1, 206654
 600

F - 34


Southern Union $700 million Revolving Credit Facility due May 20, 2016
 210
Unamortized premiums, discounts and fair value adjustments, net48
 49
 217
 1,519
Sunoco Debt   
4.875% Senior Notes due October 15, 2014250
 250
9.625% Senior Notes due April 15, 2015250
 250
5.75% Senior Notes due January 15, 2017400
 400
9.00% Debentures due November 1, 202465
 65
Unamortized premiums, discounts and fair value adjustments, net70
 104
 1,035
 1,069
Sunoco Logistics Debt   
8.75% Senior Notes due February 15, 2014(2)
175
 175
6.125% Senior Notes due May 15, 2016175
 175
5.50% Senior Notes due February 15, 2020250
 250
4.65% Senior Notes due February 15, 2022300
 300
3.45% Senior Notes due January 15, 2023350
 
6.85% Senior Notes due February 15, 2040250
 250
6.10% Senior Notes due February 15, 2042300
 300
4.95% Senior Notes due January 15, 2043350
 
Sunoco Logistics $200 million Revolving Credit Facility due August 21, 2014
 26
Sunoco Logistics $35 million Revolving Credit Facility due April 30, 201535
 20
Sunoco Logistics $350 million Revolving Credit Facility due August 22, 2016
 93
Sunoco Logistics $1.50 billion Revolving Credit Facility due November 1, 2018200
 
Unamortized premiums, discounts and fair value adjustments, net118
 143
 2,503
 1,732
Transwestern Debt   
5.39% Senior Notes due November 17, 201488
 88
5.54% Senior Notes due November 17, 2016125
 125
5.64% Senior Notes due May 24, 201782
 82
5.36% Senior Notes due December 9, 2020175
 175
5.89% Senior Notes due May 24, 2022150
 150
5.66% Senior Notes due December 9, 2024175
 175
6.16% Senior Notes due May 24, 203775
 75
Unamortized premiums, discounts and fair value adjustments, net(1) (1)
 869
 869
Other228
 51
 23,199
 22,053
Less: current maturities637
 613
 $22,562
 $21,440
(1)
InIncludes 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 Panhandle Merger, Southern Union’s debt obligations were assumed by Panhandle.SEC and services related to the audit of our internal controls over financial reporting.
(2) 
Sunoco Logistics’ 8.75% Senior Notes due February 15, 2014 were classified as long-term debt as Sunoco Logistics repaid these notesIncludes fees in February 20142016 and 2015 for financial statement audits and interim reviews of subsidiary entities in connection with borrowings under its $1.50 billion credit facility due November 2018.contribution and sale transactions. Includes fees in 2016 and 2015 in connection with the service organization control report on Panhandle’s centralized data center.
(3)
Includes fees related to state and local tax consultation.
Pursuant to the charter of the Audit Committee, the Audit Committee is responsible for the oversight of our accounting, reporting and financial practices. The Audit Committee has the responsibility to select, appoint, engage, oversee, retain, evaluate and terminate our external auditors; pre-approve all audit and non-audit services to be provided, consistent with all applicable laws, to us by our external auditors; and establish the fees and other compensation to be paid to our external auditors. The Audit Committee also oversees and directs our internal auditing program and reviews our internal controls.
The Audit Committee has adopted a policy for the pre-approval of audit and permitted non-audit services provided by our principal independent accountants. The policy requires that all services provided by Grant Thornton LLP including audit services, audit-related services, tax services and other services, must be pre-approved by the Audit Committee.
The Audit Committee reviews the external auditors’ proposed scope and approach as well as the performance of the external auditors. It also has direct responsibility for and sole authority to resolve any disagreements between our management and our external auditors regarding financial reporting, regularly reviews with the external auditors any problems or difficulties the auditors encountered in the course of their audit work, and, at least annually, uses its reasonable efforts to obtain and review a report from the external auditors addressing the following table reflects future maturities(among other items):
the auditors’ internal quality-control procedures;
any material issues raised by the most recent internal quality-control review, or peer review, of long-term debtthe external auditors;
the independence of the external auditors;
the aggregate fees billed by our external auditors for each of the next five yearsprevious two years; and thereafter. These amounts exclude $301 million in unamortized premiums and fair value adjustments, net:
2014$812
20151,047
2016375
20171,220
20181,976
Thereafter17,468
Total$22,898
the rotation of the lead partner.

Long-term debt reflected on our consolidated balance sheets includes fair value adjustments related to interest rate swaps, which represent fair value adjustments that had been recorded in connection with fair value hedge accounting prior to the termination of the interest rate swap.

F - 35


Notes and Debentures
ETE Senior Notes
On December 2, 2013, the Parent Company completed a public offering of $450 million aggregate principal amount of its 5.875% Senior Notes due 2024. The Parent Company used net proceeds from this offering, together with a portion of the net proceeds from the Revolver Credit Agreement and the ETE Term Loan Facility, discussed below, to fund the Parent Company’s tender offer for a portion of its 7.500% Senior Notes due 2020 (together with the 5.875% Senior Notes due 2024, the “ETE Senior Notes”).
The ETE Senior Notes are the Parent Company’s senior obligations, ranking equally in right of payment with our other existing and future unsubordinated debt and senior to any of its future subordinated debt. The Parent Company’s obligations under the ETE Senior Notes are secured on a first-priority basis with its obligations under the Revolver Credit Agreement and the ETE Term Loan Facility, by a lien on substantially all of the Parent Company’s and certain of its subsidiaries’ tangible and intangible assets, subject to certain exceptions and permitted liens. The ETE Senior Notes are not guaranteed by any of the Parent Company’s subsidiaries.
The covenants related to the ETE Senior Notes include a limitation on liens, a limitation on transactions with affiliates, a restriction on sale-leaseback transactions and limitations on mergers and sales of all or substantially all of the Parent Company’s assets.
ETP as Co-Obligor of Sunoco Debt
In connection with the Sunoco Merger and Holdco Transaction, ETP became a co-obligor on approximately of $965 million aggregate principal amount of Sunoco’s existing senior notes and debentures.
Southern Union Junior Subordinated Notes
The interest rate on the remaining portion of Southern Union’s $600 million Junior Subordinated Notes due 2066 is a variable rate based upon the three-month LIBOR rate plus 3.0175%. The balance of the variable rate portion of the Junior Subordinated Notes was $600 million at an effective interest rate of 3.32% at December 31, 2013.
ETP Senior Notes
The ETP Senior Notes are unsecured obligations of ETP and the obligation of ETP to repay the ETP Senior Notes is not guaranteed by us or any of ETP’s subsidiaries. The ETP Senior Notes effectively rank junior to all indebtedness and other liabilities of ETP’s existing and future subsidiaries. The balance is payable upon maturity. Interest on the ETP Senior Notes is paid semi-annually.
In January 2013, ETP completed a public offering of $800 million aggregate principal amount of our 3.6% Senior Notes due February 1, 2023 and $450 million aggregate principal amount of its 5.15% Senior Notes due February 1, 2043. ETP used the net proceeds of $1.24 billion from this offering to repay borrowings outstanding under its revolving credit facility and for general partnership purposes.
In September 2013, ETP issued $700 million aggregate principal amount of 4.15% Senior Notes due October 2020, $350 million aggregate principal amount of 4.90% Senior Notes due February 2024 and $450 million aggregate principal amount of 5.95% Senior Notes due October 2043. ETP used the net proceeds of $1.47 billion from the offering to repay $455 million in borrowings outstanding under the term loan of Panhandle’s wholly-owned subsidiary, Trunkline LNG Holdings, LLC, to repay borrowings outstanding under the ETP Credit Facility and for general partnership purposes.
Note Exchange
On June 24, 2013, ETP completed the exchange of approximately $1.09 billion aggregate principal amount of Southern Union’s outstanding senior notes, comprising 77% of the principal amount of the 7.6% Senior Notes due 2024, 89% of the principal amount of the 8.25% Senior Notes due 2029 and 91% of the principal amount of the Junior Subordinated Notes due 2066.  These notes were exchanged for new notes issued by ETP with the same coupon rates and maturity dates.  In conjunction with this transaction, Southern Union entered into intercompany notes payable to ETP, which provide for the reimbursement by Southern Union of ETP’s payments under the newly issued notes.

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Sunoco Logistics Senior Notes
In January 2013, Sunoco Logistics issued $350 million aggregate principal amount of 3.45% Senior Notes due January 2023 and $350 million aggregate principal amount of 4.95% Senior Notes due January 2043. The net proceeds of $691 million from the offering were used to pay outstanding borrowings under the Sunoco Logistics’ Credit Facilities and for general partnership purposes.
Transwestern Senior Notes
The Transwestern notes are payable at any time in whole or pro rata in part, subject to a premium or upon a change of control event or an event of default, as defined. The balance is payable upon maturity. Interest is payable semi-annually.
Regency Senior Notes
The Regency Senior Notes are unsecured obligations of Regency and the obligation of Regency to repay the Regency Senior Notes is not guaranteed by us or any of Regency’s subsidiaries. The Regency Senior Notes effectively rank junior to all indebtedness and other liabilities of Regency’s existing and future subsidiaries. Interest is payable semi-annually.
Term Loans and Credit Facilities
ETE Term Loan Facility
OnAs of December 31, 2016, the Parent Company had outstanding a Senior Secured Term Loan Agreement, dated as of March 5, 2015, both with scheduled maturities on December 2, 2013,2019. In connection with the Parent Company’s entry into a Senior Secured Term loan Agreement on February 2, 2017, as discussed below, the Parent Company terminated both agreements.
On February 2, 2017, the Partnership entered into a Senior Secured Term Loan Agreement (the “ETE“2024 Term Credit Agreement”), which with Credit Suisse AG, Cayman Islands Branch, as administrative agent, and the other lenders party thereto (the “Term Lenders”). The Term Credit Agreement has a scheduled maturity date of DecemberFebruary 2, 2019,2024, with an option for the Partnership to extend the term subject to the terms and conditions set forth therein. The Term Credit Agreement contains an accordion feature, under which the total commitments may be increased, subject to the terms thereof. In connection with the entry into the 2024 Term Credit Agreement, ETE terminated the 2019 Term Credit Agreements.

Pursuant to the ETE2024 Term Credit Agreement, the lendersTerm Lenders have provided senior secured financing in an aggregate principal amount of $1.0$2.2 billion (the “ETE Term“Term Loan Facility”). The Parent Company shall not be required to make any amortization payments with respect to the term loans under the 2024 Term Credit Agreement. Under certain circumstances, the PartnershipParent Company is required to repayprepay the term loanTerm Loan Facility in connection with dispositions, in the case of (a) incentive distribution rights in ETP or Regency, (b) general partnership interests in Regency or (c) equity interestseach of any Person which owns, directly or indirectly, incentive distribution rights in ETP or Regency or general partnership interests in Regency, in each case,the following, yielding net proceeds in excess of $50$50 million. of (a) IDRs in (i) prior to the consummation of the MLP Merger, ETP, and (ii) upon and after the consummation of the MLP Merger, Sunoco Logistics ; or (b) equity interests of any person which owns, directly or indirectly, IDRs in (i) prior to the consummation of the MLP Merger, ETP, and (ii) upon and after the consummation of the MLP Merger, Sunoco Logistics, in each case, with a percentage ranging from 50% to 75% of such net proceeds in excess of $50 million.
Under the 2024 Term Credit Agreement, the obligations of the Parent Company are secured by a lien on substantially all of the Parent Company’s and certain of its subsidiaries’ tangible and intangible assets subjectincluding (i) approximately 18.4 million common units representing limited partner interests in ETP and approximately 81.0 million Class H units of ETP owned by the Partnership; and (ii) the Partnership’s 100% equity interest in Energy Transfer Partners, L.L.C. and Energy Transfer Partners GP, L.P., through which the Partnership indirectly holds all of the outstanding general partnership interests and IDRs in, immediately prior to certain exceptionsthe consummation of the MLP Merger, ETP and, permitted liens.immediately after the consummation of the MLP Merger, Sunoco Logistics. The ETE2024 Term Loan Facility initially is not guaranteed by any of the Parent Company’sPartnership’s subsidiaries.
Interest accrues on advances at a LIBOR rate or a base rate, plus an applicable margin based on the election of the Parent Company for each interest period.period, plus an applicable margin. The applicable margin for LIBOR rate loans is 2.50%2.75% and the applicable margin for base rate loans is 1.50%1.75%. Proceeds of the borrowings under the 2024 Term Credit Agreement were used to partially fund a tender offer for ETE Senior Notes completed in December 2013, to repayrefinance amounts outstanding under the Parent Company’s existingPartnership’s two senior secured term loan credit facility,facilities and to pay transaction fees and expenses related to the tender offer, the ETE Term Loan Facility and other transactions incidental thereto.
ETE Revolving Credit Facility
On December 2, 2013, theThe Parent Company entered intohas a credit agreement (the “Revolving“Revolver Credit Agreement”), which has a scheduled maturity date of December 2, 2018, with an option for the PartnershipParent Company to extend the term subject to the terms and conditions set forth therein.
Pursuant to the Revolver Credit Agreement, the lenders have committed to provide advances up to an aggregate principal amount of $600 million$1.50 billion at any one time outstanding (the “ETE Revolvingoutstanding. The Revolver Credit Facility”), andAgreement contains an accordion feature, under which the Parent Company hastotal commitment may be increased, subject to the option to request increases in the aggregate commitments provided that the aggregate commitments never exceed $1.0 billion. In February 2014, the Partnership increased the capacity on the ETE Revolving Credit Facility to $800 million and expects to utilize the additional capacity to fund the purchase of $400 million of Regency common units in connection with Regency’s pending Eagle Rock acquisition.terms thereof.
As part of the aggregate commitments under the facility, the Revolver Credit Agreement provides for letters of credit to be issued at the request of the Parent Company in an aggregate amount not to exceed a $150$150 million sublimit.
Under the Revolver Credit Agreement, the obligations of the Parent Company are secured by a lien on substantially all of the Parent Company’s and certain of its subsidiaries’ tangible and intangible assets. Borrowings under the Revolver Credit Agreement are not guaranteed by any of the Parent Company’s subsidiaries.

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Interest accrues on advances at a LIBOR rate or a base rate, plus an applicable margin based on the election of the Parent Company for each interest period.period, plus an applicable margin. The issuing fees for all letters of credit are also based on an applicable margin. The applicable margin used in connection with interest rates and fees is based on the then applicable leverage ratio of the Parent Company. The applicable margin for LIBOR rate loans and letter of credit fees ranges from 1.75% to 2.50% and the applicable margin for base rate loans ranges from 0.75% to 1.50%. The Parent Company will also pay a commitment fee based on its leverage ratio on the actual daily unused amount of the aggregate commitments.
Subsidiary Indebtedness
ETP Senior Notes Offerings
In January 2017, ETP issued $600 million aggregate principal amount of 4.20% senior notes due April 2027 and $900 million aggregate principal amount of 5.30% senior notes due April 2047. ETP used the $1.48 billion net proceeds from the offering to refinance current maturities and to repay borrowings outstanding under the ETP Credit Facility.
Sunoco Logistics Senior Notes Offerings
In July 2016, Sunoco Logistics issued $550 million aggregate principal amount of 3.90% senior notes due in July 2026. The net proceeds from this offering were used to repay outstanding credit facility borrowings and for general partnership purposes.

Sunoco LP Term Loan and Senior Notes
In March 2016, Sunoco LP entered into a term loan agreement which provides secured financing in an aggregate principal amount of up to $2.035 billion due 2019. Amounts borrowed under the term loan bear interest at either LIBOR or base rate, based on Sunoco LP’s election for each interest period, plus an applicable margin. The proceeds were used to fund a portion of the ETP dropdown and to pay fees and expenses incurred in connection with the ETP dropdown and the term loan. In December, 2016, Sunoco LP entered into an amendment to the term loan to, among other matters, increase the maximum applicable margin for LIBOR rate loans, increase the maximum ratio of funded debt, and add new obligations to maintain a maximum ratio of secured funded debt to EBITDA of the Sunoco LP. As of December 31, 2016, the balance on the term loan was $1.24 billion. In January 2017, Sunoco LP entered into a limited waiver to its term loan, under which the agents and lenders party thereto waived and deemed remedied the miscalculations of Sunoco LP’s leverage ratio as set forth in its previously delivered compliance certificates and the resulting failure to pay incremental interest owed under the term loan.
In April 2016, Sunoco LP issued $800 million aggregate principal amount of 6.25% Senior Notes due 2021. The net proceeds of $789 million were used to repay a portion of the borrowings under its term loan facility.
Subsidiary Credit Facilities and Commercial Paper
ETP Credit Facility
The ETP Credit Facility allows for borrowings of up to $2.5$3.75 billion and expires in October 2017.matures on November 18, 2019. The indebtedness under the ETP Credit Facility is unsecured and not guaranteed by any of ETP’s subsidiaries and has equal rights to holders of ourETP’s current and future unsecured debt. The indebtedness under the ETP Credit Facility has the same priority of payment as ETP’sour other current and future unsecured debt.
ETP uses the ETP Credit Facility to provide temporary financing for the Partnership’sits growth projects, as well as for general partnership purposes.
In November 2013, ETP amendedtypically repays amounts outstanding under the ETP Credit Facility with proceeds from common unit offerings or long-term notes offerings. The timing of borrowings depends on ETP’s activities and the cash available to among other things, (i) extendfund those activities. The repayments of amounts outstanding under the maturity date for one additional yearETP Credit Facility depend on multiple factors, including market conditions and expectations of future working capital needs, and ultimately are a financing decision made by management. Therefore, the balance outstanding under the ETP Credit Facility may vary significantly between periods. ETP does not believe that such fluctuations indicate a significant change in its liquidity position, because it expects to October 2017, (ii) removecontinue to be able to repay amounts outstanding under the restriction prohibiting unrestricted subsidiariesETP Credit Facility with proceeds from owning debtcommon unit offerings or equity interests in ETP or any restricted subsidiaries of ETP, (iii) amend the covenant limiting fundamental changes to remove the restrictions on mergers or other consolidations of restricted subsidiaries of ETP and to permit ETP to merge with another person and not be the surviving entity provided certain requirements are met, and (iv) amend certain other provisions more specifically set forth in the amendment.long-term note offerings.
As of December 31, 2013,2016, the ETP Credit Facility had $65 million$2.78 billion outstanding, and the amount available for future borrowings was $2.34 billion after$813 million taking into account letters of credit of $93$160 million and commercial paper of $777 million. The weighted average interest rate on the total amount outstanding as of December 31, 20132016 was 1.67%2.20%.
Regency Credit Facility
In May 2013, Regency entered into an amendment to the Regency Credit Facility to increase the borrowing capacity of the Regency Credit Facility to $1.20 billion with a $300 million uncommitted incremental facility and extended the maturity date to May 21, 2018. Indebtedness under the Regency Credit Facility is secured by all of Regency’s and certain of its subsidiaries’ tangible and intangible assets and guaranteed by certain of Regency’s subsidiaries.
In February 2014, Regency entered into the First Amendment to Sixth Amended and Restated Credit Agreement to, among other things, expressly permit the pending PVR and Eagle Rock acquisitions, and to increase the commitment to $1.5 billion and increase the uncommitted incremental facility to $500 million.
As of December 31, 2013, Regency had a balance of $510 million outstanding under the Regency Credit Facility in revolving credit loans and approximately $14 million in letters of credit. The total amount available under the Regency Credit Facility, as of December 31, 2013, which is reduced by any letters of credit, was approximately $676 million. The weighted average interest rate on the total amount outstanding as of December 31, 2013 was 2.17%.
The outstanding balance of revolving loans under the Regency Credit Facility bears interest at LIBOR plus a margin or an alternate base rate. The alternate base rate used to calculate interest on base rate loans will be calculated using the greater of a base rate, a federal funds effective rate plus 0.50% and an adjusted one-month LIBOR rate plus 1.0%. The applicable margin ranges from 0.63% to 1.5% for base rate loans and 1.63% to 2.5% for Eurodollar loans.
Regency pays (i) a commitment fee ranging between 0.3% and 0.45% per annum for the unused portion of the revolving loan commitments; (ii) a participation fee for each revolving lender participating in letters of credit ranging between 1.63% and 2.5% per annum of the average daily amount of such lender’s letter of credit exposure and; (iii) a fronting fee to the issuing bank of letters of credit equal to 0.2% per annum of the average daily amount of its letter of credit exposure. In December 2011, Regency amended its credit facility to allow for additional investments in its joint ventures.
Panhandle Term Loans
A portion of the proceeds from ETP’s September 2013 Senior Notes offering, as discussed below, were used to repay $455 million of borrowings under the LNG Holdings’ term loan due February 2015.

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Bridge Term Loan Facility
Upon obtaining permanent financing for the Southern Union Merger in March 2012, we terminated a 364-day Bridge Term Loan Facility. For the year ended December 31, 2012, bridge loan related fees reflects the recognition of $62 million of commitment fees upon termination of the facility.
Southern Union Credit Facility
Proceeds from the SUGS Contribution were used to repay borrowings under the Southern Union Credit Facility and the facility was terminated.
Sunoco Logistics Credit Facilities
In November 2013, Sunoco Logistics replaced its existing $350 million and $200 million unsecured credit facilities withmaintains a new $1.50$2.50 billion unsecured revolving credit facilityagreement (the “$1.50 billion“Sunoco Logistics Credit Facility”)., which matures in March 2020. The $1.50 billionSunoco Logistics Credit Facility contains an accordion feature, under which the total aggregate commitment may be extendedincreased to $2.25$3.25 billion under certain conditions. Outstanding borrowings under the $350 million and $200 million credit facilities of $119 million at December 31, 2012 were repaid during the first quarter of 2013.
The $1.50 billionSunoco Logistics Credit Facility which matures in November 2018, is available to fund Sunoco Logistics’ working capital requirements, to finance acquisitions and capital projects, to pay distributions and for general partnership purposes. The $1.50 billionSunoco Logistics Credit Facility bears interest at LIBOR or the Base Rate, based on Sunoco Logistics’ election for each interest period, plus an applicable margin. The credit facility may be prepaid at any time. OutstandingAs of December 31, 2016, the Sunoco Logistics Credit Facility had $1.29 billion of outstanding borrowings, under thiswhich included commercial paper of $50 million. The weighted average interest rate on the total amount outstanding as of December 31, 2016 was 1.76%.
In December 2016, Sunoco Logistics entered into an agreement for a 364-day maturity credit facility were $200("364-Day Credit Facility"), due to mature in December 2017, with a total lending capacity of $1.00 billion, including a $630 million at term loan. The terms of the 364-Day Credit Facility are similar to those of the $2.50 billion Sunoco Logistics Credit Facility, including limitations on the creation of indebtedness, liens and financial covenants. The 364-Day Credit Facility is expected to be terminated and repaid in connection with the completion of the ETP and Sunoco Logistics merger.
Bakken Credit Facility
In August 2016, ETP, Sunoco Logistics and Phillips 66 announced the completion of the project-level financing of the Dakota Access Pipeline and Energy Transfer Crude Oil Pipeline projects (collectively, the “Bakken Pipeline”). The $2.50 billion credit facility is anticipated to provide substantially all of the remaining capital necessary to complete the projects and matures in August

2019 (the “Bakken Credit Facility”). As of December 31, 20132016, $1.10 billion of outstanding borrowings. The weighted average interest rate on the total amount outstanding as of December 31, 2016 was 2.13%.
West Texas Gulf Pipe Line Company,Sunoco LP Credit Facility
Sunoco LP maintains a subsidiary$1.50 billion revolving credit agreement (the “Sunoco LP Credit Facility”), which was amended in April 2015 from the initially committed amount of $1.25 billion and matures in September 2019. As of December 31, 2016, the Sunoco Logistics, hasLP Credit Facility had $1.00 billion of outstanding borrowings. In January 2017, Sunoco LP entered into a $35 millionlimited waiver to its revolving credit facility, under which expiresthe agents and lenders party thereto waived and deemed remedied the miscalculations of Sunoco LP’s leverage ratio as set forth in its previously delivered compliance certificates and the resulting failure to pay incremental interest owed under the revolving credit facility.
PennTex Revolving Credit Facility
April 2015On December 19, 2014, PennTex entered into a senior secured revolving credit facility with Royal Bank of Canada, as administrative agent, and a syndicate of lenders that became effective upon the closing of PennTex’s initial public offering and matures in December 2019 (the “PennTex Revolving Credit Facility”). The facilityagreement provides for a $275 million commitment that is availableexpandable up to fund West Texas Gulf’s$400 million under certain conditions. The funds have been used for general corporate purposes, including working capital andthe funding of capital expenditures. Outstanding borrowings underPennTex’s assets have been pledged as collateral for this credit facility were $35 million at facility.
As of December 31, 20132016, PennTex had $106 million of available borrowing capacity under the PennTex Revolving Credit Facility. As of December 31, 2016, the weighted average interest rate on outstanding borrowings was 2.90%.
Covenants Related to Our Credit Agreements
Covenants Related to the Parent Company
The ETE Term Loan Facility and ETE Revolving Credit Facility contain customary representations, warranties, covenants, and events of default, including a change of control event of default and limitations on incurrence of liens, new lines of business, merger, transactions with affiliates and restrictive agreements.
The ETE Term Loan Facility and ETE Revolving Credit Facility contain financial covenants as follows:
Maximum Leverage Ratio – Consolidated Funded Debt (as defined therein) of the Parent Company (as defined) to EBITDA (as defined in the agreements)therein) of the Parent Company of not more than 6.0 to 1, with a permitted increase to 77.0 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.
Covenants Related to ETP

The agreements relating to the ETP Senior Notessenior notes contain restrictive covenants customary for an issuer with an investment-grade rating from the rating agencies, which covenants include limitations on liens and a restriction on sale-leaseback transactions.transactions
The credit agreement relating to the ETP Credit Facility contains covenants that limit (subject to certain exceptions) the ETP’s and certain of the ETP’s subsidiaries’ ability to, among other things:
incur indebtedness;
grant liens;
enter into mergers;
dispose of assets;
make certain investments;
make Distributions (as defined in such credit agreement)the ETP Credit Facility) during certain Defaults (as defined in such credit agreement)the ETP Credit Facility) and during any Event of Default (as defined in such credit agreement);

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engage in business substantially different in nature than the business currently conducted by ETP and its subsidiaries;
engage in transactions with affiliates; and
enter into restrictive agreements.

The credit agreement relating to the ETP Credit Facility also contains a financial covenant that provides that the Leverage Ratio, as defined in the ETP Credit Facility, shall not exceed 55.0 to 1 as of the end of each quarter, with a permitted increase to 5.5 to 1 during a Specified Acquisition Period, as defined in the ETP Credit Facility.
The agreements relating to the Transwestern senior notes contain certain restrictions that, among other things, limit the incurrence of additional debt, the sale of all or substantially all assets and the payment of dividends and specify a maximum debt to capitalization ratio.
Covenants RelatedFailure to Regency
The Regency Senior Notes containcomply with the various restrictive and affirmative covenants that limit, among other things, Regency’sof our revolving credit facilities could require us to pay debt balances prior to scheduled maturity and could negatively impact the Operating Companies’ ability and the ability of certain of its subsidiaries, to:
to incur additional indebtedness;
debt and/or our ability to pay distributions on, or repurchase or redeem equity interests;distributions.
make certain investments;
incur liens;
enter into certain types of transactions with affiliates; and
sell assets, consolidate or merge with or into other companies.
If the Regency Senior Notes achieve investment grade ratings by both Moody’s and S&P and no default or event of default has occurred and is continuing, Regency will no longer be subject to many of the foregoing covenants. The Regency Credit Facility contains the following financial covenants:
Regency’s consolidated EBITDA ratio for any preceding four fiscal quarter period, as defined in the credit agreement governing the Regency Credit Facility, must not exceed 5.00 to 1.
Regency’s consolidated EBITDA to consolidated interest expense, as defined in the credit agreement governing the Regency Credit Facility, must be greater than 2.50 to 1.
Regency’s consolidated senior secured leverage ratio for any preceding four fiscal quarter period, as defined in the credit agreement governing the Regency Credit Facility, must not exceed 3.25 to 1.
The Regency Credit Facility also contains various covenants that limit, among other things, the ability of Regency and RGS to:
incur indebtedness;
grant liens;
enter into sale and leaseback transactions;
make certain investments, loans and advances;
dissolve or enter into a merger or consolidation;
enter into asset sales or make acquisitions;
enter into transactions with affiliates;
prepay other indebtedness or amend organizational documents or transaction documents (as defined in the credit agreement governing the Regency Credit Facility);
issue capital stock or create subsidiaries; or
engage in any business other than those businesses in which it was engaged at the time of the effectiveness of the Regency Credit Facility or reasonable extensions thereof.

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Covenants Related to Southern UnionPanhandle
Southern UnionPanhandle is not party to any lending agreement that would accelerate the maturity date of any obligation due to a failure to maintain any specific credit rating, nor would a reduction in any credit rating, by itself, cause an event of default under any of Southern Union’sPanhandle’s lending agreements. Financial covenants exist in certain of the Southern Union’sPanhandle’s debt agreements.agreements that require Panhandle to maintain a certain level of net worth, to meet certain debt to total capitalization ratios and to meet certain ratios of earnings before depreciation, interest and taxes to cash interest expense. A failure by Southern UnionPanhandle to satisfy any such covenant would give rise to an event of default under the associated debt, which could become immediately due and payable if Southern UnionPanhandle did not cure such default within any permitted cure period or if Southern UnionPanhandle did not obtain amendments, consents or waivers from its lenders with respect to such covenants.
Southern Union’sPanhandle’s restrictive covenants include restrictions on debt levels, restrictions on liens securing debt and guarantees, restrictions on mergers and on the sales of assets, capitalization requirements, dividend restrictions, cross default and cross-acceleration and prepayment of debt provisions. A breach of any of these covenants could result in acceleration of Southern Union’sPanhandle’s debt and other financial obligations and that of its subsidiaries.
In addition, to the above financial covenants, Southern UnionPanhandle and/or its subsidiaries are subject to certain additional restrictions and covenants. These restrictions and covenants include limitations on additional debt at some of its subsidiaries; limitations on the use of proceeds from borrowing at some of its subsidiaries; limitations, in some cases, on transactions with its affiliates; limitations on the incurrence of liens; potential limitations on the abilities of some of its subsidiaries to declare and pay dividends and potential limitations on some of its subsidiaries to participate in Southern Union’sPanhandle’s cash management program; and limitations on Southern Union’sPanhandle’s ability to prepay debt.
Covenants Related to Sunoco Logistics
The Sunoco Logistics’ $1.50Logistics $2.50 billion credit facilityCredit Facility contains various covenants, including limitations on the creation of indebtedness and liens, and other covenants related to the operation and conduct of the business of Sunoco Logistics and its subsidiaries. The credit facilitySunoco Logistics Credit Facility also limits Sunoco Logistics, on a rolling four-quarter basis, to a maximum total consolidated debtConsolidated Funded Indebtedness to consolidated AdjustedConsolidated EBITDA ratio, each as defined in the underlying credit agreement,Sunoco Logistics Credit Facility, of 5.0 to 1,, which can generally be increased to 5.5 to 1 during an acquisition period. Sunoco Logistics’ ratio of total consolidated debt,Consolidated Funded Indebtedness, excluding net unamortized fair value adjustments, to consolidated AdjustedConsolidated EBITDA was 2.84.4 to 1 at December 31, 2013,2016, as calculated in accordance with the credit agreements.
Covenants Related to Bakken Credit Facility
The Bakken Credit Facility contains standard and customary covenants for a financing of this type, subject to materiality, knowledge and other qualifications, thresholds, reasonableness and other exceptions. These standard and customary covenants include, but are not limited to:
$35 millionprohibition of certain incremental secured indebtedness;
credit facility limits West Texas Gulf,prohibition of certain liens / negative pledge;
limitations on a rolling four-quarter basis, touses 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.
A restricted payment covenant is also included in the Bakken Credit Facility which requires a minimum fixed chargehistoric debt service coverage ratio as defined in the underlying credit agreement. The ratio for the fiscal quarter ending December 31, 2013 shall(“DSCR”) of not be less than 1.00 to 1. The minimum ratio fluctuates between 0.801.20 to 1 and 1.00 to 1 throughout(the “Minimum Historic DSCR”) with respect each 12-month period following the termcommercial in-service date of the revolverDakota Access and ETCO Project in order to make certain restricted payments thereunder.
Covenants Related to PennTex
The PennTex Revolving Credit Facility contains various covenants and restrictive provisions that, among other things, limit or restrict PennTex’s ability to incur or guarantee additional debt, incur certain liens on assets, dispose of assets, make certain distributions (including distributions from available cash, if a default or event of default under the credit agreement then exists or would result from making such a distribution), change the nature of PennTex’s business, engage in certain mergers or make certain investments and acquisitions, enter into non-arm’s-length transactions with affiliates and designate certain subsidiaries of PennTex as specified in“Unrestricted Subsidiaries” for purposes of the credit agreement. In addition,Currently, no subsidiaries have been designated as Unrestricted Subsidiaries. PennTex is required to comply with a minimum consolidated interest coverage ratio of 2.50x and a maximum consolidated leverage ratio of 4.75x under the PennTex Revolving Credit Facility.
The borrowed amounts accrue interest at a LIBOR rate or a base rate, based on PennTex’s election for each interest period, plus an applicable margin. The applicable margin used in connection with the interest rates and fees is based on the then applicable Consolidated Total Leverage Ratio (as defined therein). The applicable margin for LIBOR rate loans and letter of credit fees range from 2.00% and 3.25% based on the Consolidated Total Leverage Ratio and the applicable margin for ABR loans ranges from 1.00% to 2.25% based on the Consolidated Total Leverage Ratio. The unused portion of the credit facility limits West Texas Gulfis subject to a maximumcommitment fee, which is based on the Consolidated Total Leverage Ratio and ranges from 0.35% to 0.50% multiplied by the amount of the unused commitment.
Covenants Related to Sunoco LP
The Sunoco LP Credit Facilities contain various customary representations, warranties, covenants and events of default, including a change of control event of default, as defined therein. The Sunoco LP Credit Facilities  require Sunoco LP to maintain a leverage ratio (as defined therein) of 2.00 to 1. West Texas Gulf’s fixed charge coverage ratio and leverage ratio were 1.12 to 1 and 0.88 to 1, respectively, at not more than (a) as of the last day of each fiscal quarter through December 31, 2013.2017, 6.75 to 1.0, (b) as of March 31, 2018, 6.5 to 1.0, (c) as of June 30, 2018, 6.25 to 1.0, (d) as of September 30, 2018, 6.0 to 1.0, (e) as of December 31, 2018, 5.75 to 1.0 and (f) thereafter, 5.5 to 1.0 (in the case of the quarter ending March 31, 2019 and thereafter, subject to increases to 6.0 to 1.0 in connection with certain specified acquisitions in excess of $50 million, as permitted under the Credit Facilities.  Indebtedness under the Credit Facilities is secured by a security interest in, among other things, all of Sunoco LP’s present and future personal property and all of the present and future personal property of its guarantors, the capital stock of its material subsidiaries (or 66% of the capital stock of material foreign subsidiaries), and any intercompany debt. Upon the first achievement by Sunoco LP of an investment grade credit rating, all security interests securing borrowings under the Credit Facilities will be released.
Compliance With Ourwith our Covenants
Failure to comply with the various restrictive and affirmative covenants of our revolving credit facilities and note agreements could require us or our subsidiaries to pay debt balances prior to scheduled maturity and could negatively impact the subsidiaries ability to incur additional debt and/or our ability to pay distributions.
We and our subsidiaries are required to assess compliance quarterly and were in compliance with all requirements, tests, limitations, and covenants relatedrelating to ourETE’s and its subsidiaries’ debt agreements as of December 31, 2013.
7.REDEEMABLE PREFERRED UNITS:
ETE Preferred Units2016.
In connection with ETE’s acquisition of Regency’s general partner in 2010, ETE issued 3,000,000 Preferred Units having an aggregate liquidation preference of $300 million, which were reflected as long-term liabilities in our consolidated balance sheet as of December 31, 2012. The Preferred Units were issued in a private placement at a stated price of $100 per unit and were entitled to a preferential quarterly cash distribution of $2.00 per Preferred Unit.
On April 1, 2013, ETE paid $300 million to redeem (the “Redemption”) all of its 3,000,000 outstanding Preferred Units. Prior to the Redemption, on March 28, 2013, ETE paid the holderEach of the Preferred Units $40 million in cash in exchange for the holder relinquishing its rightagreements referred to receive any premium in connection with a future redemption or conversion of the Preferred Units.

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Priorabove are incorporated herein by reference to the April 1, 2013 Redemption, we recorded non-cash charges of approximately $9 million to increase the carrying value of the Preferred Units to the estimated fair value. During 2012, we recorded non-cash charges of approximately $8 million to increase the carrying value of the Preferred Units to the estimated fair value of $331 million as of December 31, 2012.
Preferred Units of Subsidiary
Holders may elect to convert Regency Preferred Units to Regency Common Units at any time. In July 2013, certain holders of the Regency Preferred Units exercised their right to convert an aggregate 2,459,017 Series A Preferred Units into Regency Common Units. Concurrent with this transaction, a gain of $26 million was recognized in other income, net, related to the embedded derivativeour, ETP’s, Sunoco Logistics’ and reclassified $41 million from the Regency Preferred Units into Regency Common Units. As of December 31, 2013, the remaining Regency Preferred Units were convertible into 2,050,854 Regency Common Units, and if outstanding, are mandatorily redeemable on September 2, 2029 for $35 million plus all accrued but unpaid distributions and interest thereon. The Regency Preferred Units received fixed quarterly cash distributions of $0.445 per unit if outstanding on the record dates of Regency’s common unit distributions. Holders can elect to convert Regency Preferred Units into Regency Common Units into common units at any time in accordance with the partnership agreement.
The following table provides a reconciliation of the beginning and ending balances of the Regency Preferred Units:
 
Regency
Preferred
Units
 Amount 
Balance at January 1, 20124.4
 $71
 
Accretion to redemption valueN/A
 2
 
Balance, December 31, 20124.4
 $73
 
Regency Preferred Units converted into Regency Common Units(2.5) (41) 
Balance, December 31, 20131.9
 $32
(1 
) 
(1)
This amount will be accreted to $35 million plus any accrued but unpaid distributions and interest by deducting amounts from partners’ capital over the remaining periods until the mandatory redemption date of September 2, 2029. Accretion during 2013 was immaterial.
8.EQUITY:
Limited Partner Units
Limited partner interests in the Partnership are represented by Common Units that entitle the holders thereof to the rights and privileges specified in the Partnership Agreement. The Partnership’s Common Units are registered under the Securities Exchange Act of 1934 (as amended) and are listed for trading on the NYSE. Each holder of a Common Unit is entitled to one vote per unit on all matters presented to the Limited Partners for a vote. In addition, if at any time any person or group (other than the Partnership’s General Partner and its affiliates) owns beneficially 20% or more of all Common Units, any Common Units owned by that person or group may not be voted on any matter and are not considered to be outstanding when sending notices of a meeting of Unitholders (unless otherwise required by law), calculating required votes, determining the presence of a quorum or for other similar purposes under the Partnership Agreement. The Common Units are entitled to distributions of Available Cash as described below under “Parent Company Quarterly Distributions of Available Cash.”
As of December 31, 2013, there were issued and outstanding 559.9 million Common Units representing an aggregate 99.48% limited partner interest in the Partnership.
Our Partnership Agreement contains specific provisions for the allocation of net earnings and losses to the partners for purposes of maintaining the partner capital accounts. For any fiscal year that the Partnership has net profits, such net profits are first allocated to the General Partner until the aggregate amount of net profits for the current and all prior fiscal years equals the aggregate amount of net losses allocated to the General Partner for the current and all prior fiscal years. Second, such net profits shall be allocated to the Limited Partners pro rata in accordance with their respective sharing ratios. For any fiscal year in which the Partnership has net losses, such net losses shall be first allocated to the Limited Partners in proportion to their respective adjusted capital account balances, as defined by the Partnership Agreement, (before taking into account such net losses) until their adjusted capital account balances have been reduced to zero. Second, all remaining net losses shall be allocated to the General Partner. The General Partner may distribute to the Limited Partners funds of the Partnership that the

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General Partner reasonably determines are not needed for the payment of existing or foreseeable Partnership obligations and expenditures.
Common Units
The change in ETE Common Units during the years ended December 31, 2013, 2012 and 2011was as follows:
 Years Ended December 31,
 2013 2012 2011
Number of Common Units, beginning of period559.9
 445.9
 445.9
Issuance of restricted Common Units under long-term incentive plan
 
 
Issuance of common units in connection with Southern Union Merger (See Note 3)
 114.0
 
Number of Common Units, end of period559.9
 559.9
 445.9
Common Unit Split and Repurchase Program
On December 23, 2013, ETE announced that the board of directors of its general partner approved a two-for-one split of the Partnership’s outstanding common units (the “Unit Split”). The Unit Split was completed on January 27, 2014. The Unit Split was effected by a distribution of one ETE Common Unit for each common unit outstanding and held by unitholders of record at the close of business on January 13, 2014.
In December 2013, the Partnership announced a common unit repurchase program, whereby the Partnership may repurchase up to $1 billion of ETE Common Units in the open market at the Partnership’s discretion, subject to market conditions and other factors, and in accordance with applicable regulatory requirements. The Partnership repurchased 1,695,200 ETE Common Units under this program through February 10, 2014.
Class D Units
On May 1, 2013, Jamie Welch was appointed Group Chief Financial Officer and Head of Corporate Development of LE GP, LLC, the general partner of ETE, effective June 24, 2013. Pursuant to an equity award agreement between Mr. Welch and the Partnership dated April 23, 2013, Mr. Welch received 1,500,000 restricted ETE common units representing limited partner interest. The restricted ETE common units were subject to vesting, based on continued employment with ETE. On December 23, 2013, ETE and Mr. Welch entered into (i) a rescission agreement in order to rescind the original offer letter to the extent it relates to the award of 1,500,000 common units of ETE to Mr. Welch, the original award agreements, and the receipt of cash amounts by Mr. Welch with respect to such awarded units and (ii) a new Class D Unit Agreement between ETE and Mr. Welch providing for the issuance to Mr. Welch of an aggregate of 1,540,000 Class D Units of ETE, which number of Class D Units includes an additional 40,000 Class D Units that were issued to Mr. Welch in connection with other changes to his original offer letter.
Under the terms of the Class D Unit Agreement, 30% of the Class D Units will convert to ETE common units on a one-for-one basis on March 31, 2015, and the remaining 70% will convert to ETE common units on a one-for-one basis on March 31, 2018, subject in each case to (i) Mr. Welch being in Good Standing with ETE (as defined in the Class D Unit Agreement) and (ii) there being a sufficient amount of gain available (based on the ETE partnership agreement) to be allocated to the Class D Units being converted so as to cause the capital account of each such unit to equal the capital account of an ETE Common Unit on the conversion date.
Sale of Common Units by Subsidiaries
The Parent Company accounts for the difference between the carrying amount of its investment in ETP and Regency and the underlying book value arising from issuance of units by ETP or Regency (excluding unit issuances to the Parent Company) as a capital transaction. If ETP or Regency issues units at a price less than the Parent Company’s carrying value per unit, the Parent Company assesses whether the investment has been impaired, in which case a provision would be reflected in our statement of operations. The Parent Company did not recognize any impairment related to the issuance of ETP or Regency Common Units during the periods presented.

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Sale of Common Units by ETP
The following table summarizes ETP’s public offerings of ETP Common Units, all of which have been registered under the Securities Act of 1933 (as amended):
Date 
Number of
ETP Common
Units
 
Price per ETP
Unit
 Net Proceeds
April 2011 14.2
 $50.52
 $695
November 2011 15.2
 44.67
 660
July 2012 15.5
 44.57
 671
April 2013 13.8
 48.05
 657
Proceeds from the offerings listed above were used to repay amounts outstanding under the ETP Credit Facility and/or to fund capital expenditures and capital contributions to joint ventures, and for general partnership purposes.
ETP’s Equity Distribution Program
From time to time, ETP has sold ETP Common Units through an equity distribution agreement. Such sales of ETP Common Units are made by means of ordinary brokers’ transactions on the NYSE at market prices, in block transactions or as otherwise agreed between us and the sales agent which is the counterparty to the equity distribution agreement.
In January 2013 and May 2013, ETP entered into equity distribution agreements pursuant to which ETP may sell from time to time ETP Common Units having aggregate offering prices of up to $200 million and $800 million, respectively. During the year ended December 31, 2013, ETP issued approximately 16.9 million ETP Common Units for $846 million, net of commissions of $9 million. Approximately $145 million of ETP Common Units remained available to be issued under the currently effective equity distribution agreement as of December 31, 2013.
ETP’s Equity Incentive Plan Activity
As discussed in Note 9, ETP issues ETP Common Units to employees and directors upon vesting of awards granted under ETP’s equity incentive plans. Upon vesting, participants in the equity incentive plans may elect to have a portion of the ETP Common Units to which they are entitled withheld by ETP to satisfy tax-withholding obligations.
ETP’s Distribution Reinvestment Program
In April 2011, ETPSunoco LP’s reports previously filed a registration statement with the SEC covering its Distribution Reinvestment Plan (the “DRIP”). The DRIP provides ETP’s Unitholders of record and beneficial owners of ETP Common Units a voluntary means by which they can increase the number of ETP Common Units they own by reinvesting the quarterly cash distributions they would otherwise receive in the purchase of additional ETP Common Units. The registration statement covers the issuance of up to 5.8 million ETP Common Units under the DRIP.Exchange Act. See “Item 1. Business – SEC Reporting.”
During the years ended December 31, 2013, 2012 and 2011, aggregate distributions of approximately $109 million, $43 million and $15 million were reinvested under the DRIP resulting in the issuance in aggregate of approximately 3.7 million ETP Common Units. As of December 31, 2013, a total of 2.1 million ETP Common Units remain available to be issued under the existing registration statement.
ETP Class E Units
There are 8.9 million ETP Class E Units outstanding that are reported by ETP as treasury units. These ETP Class E Units are entitled to aggregate cash distributions equal to 11.1% of the total amount of cash distributed to all ETP Unitholders, including the ETP Class E Unitholders, up to $1.41 per unit per year, with any excess thereof available for distribution to ETP Unitholders other than the holders of ETP Class E Units in proportion to their respective interests. The ETP Class E Units are treated by ETP as treasury units for accounting purposes because they are owned by a subsidiary of Holdco, Heritage Holdings, Inc. Although no plans are currently in place, management may evaluate whether to retire some or all of the ETP Class E Units at a future date.
ETP Class G Units
In conjunction with the Sunoco Merger, ETP amended its partnership agreement to create the ETP Class F Units. The number of ETP Class F Units issued was determined at the closing of the Sunoco Merger and equaled 90.7 million, which included

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40 million ETP Class F Units issued in exchange for cash contributed by Sunoco to ETP immediately prior to or concurrent with the closing of the Sunoco Merger. The ETP Class F Units generally did not have any voting rights. The ETP Class F Units were entitled to aggregate cash distributions equal to 35% of the total amount of cash generated by ETP and its subsidiaries (other than Holdco) and available for distribution, up to a maximum of $3.75 per ETP Class F Unit per year. In April 2013, all of the outstanding ETP Class F Units were exchanged for ETP Class G Units on a one-for-one basis. The ETP Class G Units have terms that are substantially the same as the ETP Class F Units, with the principal difference between the ETP Class G Units and the ETP Class F Units being that allocations of depreciation and amortization to the ETP Class G Units for tax purposes are based on a predetermined percentage and are not contingent on whether ETP has net income or loss. The ETP Class G Units are held by a subsidiary of ETP and therefore are reflected by ETP as treasury units in its consolidated financial statements.
ETP Class H Units
Pursuant to an Exchange and Redemption Agreement previously entered into between ETP, ETE and ETE Holdings, ETP redeemed and cancelled 50.2 million of its Common Units representing limited partner interests (the “Redeemed Units”) owned by ETE Holdings on October 31, 2013 in exchange for the issuance by ETP to ETE Holdings of a new class of limited partner interest in ETP (the “Class H Units”), which are generally entitled to (i) allocations of profits, losses and other items from ETP corresponding to 50.05% of the profits, losses, and other items allocated to ETP by Sunoco Partners, with respect to the IDRs and general partner interest in Sunoco Logistics held by Sunoco Partners, (ii) distributions from available cash at ETP for each quarter equal to 50.05% of the cash distributed to ETP by Sunoco Partners with respect to the IDRs and general partner interest in Sunoco Logistics held by Sunoco Partners for such quarter and, to the extent not previously distributed to holders of the Class H Units, for any previous quarters and (iii) incremental additional cash distributions in the aggregate amount of $329 million, to be payable by ETP to ETE Holdings over 15 quarters, commencing with the quarter ended September 30, 2013 and ending with the quarter ending March 31, 2017. The incremental cash distributions referred to in clause (iii) of the previous sentence are intended to offset a portion of the IDR subsidies previously granted by ETE to ETP in connection with the Citrus Merger, the Holdco Transaction and the Holdco Acquisition. In connection with the issuance of the Class H Units, ETE and ETP also agreed to certain adjustments to the prior IDR subsidies in order to ensure that the IDR subsidies are fixed amounts for each quarter to which the IDR subsidies are in effect. For a summary of the net IDR subsidy amounts resulting from this transaction, see “Quarterly Distributions of Available Cash” below.
The ETP Class H Units are held by a subsidiary of ETE and therefore are reflected by ETP as treasury units in its consolidated financial statements.
Sale of Common Units by Regency
The following table summarizes Regency’s public offerings of Regency Common Units during the periods presented:
Date 
Number of
Regency Common
Units (1)
 
Price per 
Regency Unit
 Net Proceeds
May 2011 8.5
 
(1 
) 
 $204
October 2011 11.5
 $20.92
 232
March 2012 12.7
 24.47
 297
(1)
Regency Units were issued in a private placement.
Proceeds were used to repay amounts outstanding under the Regency Credit Facility and/or fund capital expenditures and capital contributions to joint ventures, as well as for general partnership purposes.
In June 2012, Regency entered into an Equity Distribution Agreement with Citi under which Regency may offer and sell Regency Common Units, representing limited partner interests, having an aggregate offering price of up to $200 million from time to time through Citi, as sales agent for Regency. Sales of these units, if any, made under the Regency Equity Distribution Agreement will be made by means of ordinary brokers’ transactions on the New York Stock Exchange at market prices, in block transactions, or as otherwise agreed upon by Regency and Citi. Under the terms of this agreement, Regency may also sell Regency Common Units to Citi as principal for its own account at a price agreed upon at the time of sale. Any sale of Regency Common Units to Citi as principal would be pursuant to the terms of a separate agreement between Regency and Citi. Regency intends to use the net proceeds from the sale of these units for general partnership purposes. As of December 31, 2013, Regency received net proceeds of $149 million from Regency Common Units issued pursuant to this Equity Distribution Agreement.

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Contributions to Subsidiaries
The Parent Company indirectly owns the entire general partner interest in ETP through its ownership of ETP GP, the general partner of ETP. ETP GP has the right, but not the obligation, to contribute a proportionate amount of capital to ETP to maintain its current general partner interest. ETP GP’s interest in ETP’s distributions is reduced if ETP issues additional units and ETP GP does not contribute a proportionate amount of capital to ETP to maintain its General Partner interest.
The Parent Company owns the entire general partner interest in Regency through its ownership of Regency GP. Regency GP has the right, but not the obligation, to contribute a proportionate amount of capital to Regency to maintain its current general partner interest. Regency GP’s interest in Regency’s distributions is reduced if Regency issues additional units and Regency GP does not contribute a proportionate amount of capital to Regency to maintain its General Partner interest.
Parent Company Quarterly Distributions of Available Cash
Our distribution policy is consistent with the terms of our Partnership Agreement, which requires that we distribute all of our available cash quarterly. The Parent Company’s only cash-generating assets currently consist of distributions from ETP and Regency related to limited and general partner interests, including IDRs. As of December 31, 2013, we had no independent operations outside of our direct and indirect interests in ETP and Regency.
Our distributions declared during the years ended December 31, 2013, 2012 and 2011 are summarized as follows:
Quarter Ended          Record Date Payment Date  Rate
December 31, 2010  February 7, 2011 February 18, 2011  $0.27000
March 31, 2011 May 6, 2011 May 19, 2011  0.28000
June 30, 2011 August 5, 2011 August 19, 2011  0.31250
September 30, 2011 November 4, 2011 November 18, 2011  0.31250
December 31, 2011 February 7, 2012 February 17, 2012  0.31250
March 31, 2012 May 4, 2012 May 18, 2012  0.31250
June 30, 2012 August 6, 2012 August 17, 2012  0.31250
September 30, 2012 November 6, 2012 November 16, 2012  0.31250
December 31, 2012 February 7, 2013 February 19, 2013  0.31750
March 31, 2013 May 6, 2013 May 17, 2013  0.32250
June 30, 2013 August 5, 2013 August 19, 2013  0.32750
September 30, 2013 November 4, 2013 November 19, 2013  0.33625
December 31, 2013 February 7, 2014 February 19, 2014 0.34625
ETP’s Quarterly Distribution of Available Cash
ETP’s Partnership Agreement requires that ETP distribute all of its Available Cash to its Unitholders and its General Partner within 45 days following the end of each fiscal quarter, subject to the payment of incentive distributions to the holders of IDRs to the extent that certain target levels of cash distributions are achieved. The term Available Cash generally means, with respect to any fiscal quarter of ETP, all cash on hand at the end of such quarter, plus working capital borrowings after the end of the quarter, less reserves established by its General Partner in its sole discretion to provide for the proper conduct of ETP’s business, to comply with applicable laws or any debt instrument or other agreement, or to provide funds for future distributions to partners with respect to any one or more of the next four quarters. Available Cash is more fully defined in ETP’s Partnership Agreement.

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ETP’s distributions declared during the periods presented below are summarized as follows:
Quarter Ended  Record Date Payment Date  
Distribution per
ETP Common Unit
December 31, 2010  February 7, 2011 February 14, 2011 $0.89375
March 31, 2011 May 6, 2011 May 16, 2011 0.89375
June 30, 2011 August 5, 2011 August 15, 2011 0.89375
September 30, 2011 November 4, 2011 November 14, 2011 0.89375
December 31, 2011 February 7, 2012 February 14, 2012 0.89375
March 31, 2012 May 4, 2012 May 15, 2012 0.89375
June 30, 2012 August 6, 2012 August 14, 2012 0.89375
September 30, 2012 November 6, 2012 November 14, 2012 0.89375
December 31, 2012 February 7, 2013 February 14, 2013 0.89375
March 31, 2013 May 6, 2013 May 15, 2013 0.89375
June 30, 2013 August 5, 2013 August 14, 2013 0.89375
September 30, 2013 November 4, 2013 November 14, 2013 0.90500
December 31, 2013 February 7, 2014 February 14, 2014 0.92000
Following are ETP incentive distributions ETE has agreed to relinquish:
In conjunction with ETP’s Citrus Merger, ETE agreed to relinquish its rights to $220 million of incentive distributions from ETP that ETE would otherwise be entitled to receive over 16 consecutive quarters beginning with the distribution paid on May 15, 2012.
In conjunction with the Holdco Transaction in October 2012, ETE agreed to relinquish its right to $210 million of incentive distributions from ETP that ETE would otherwise be entitled to receive over 12 consecutive quarters beginning with the distribution paid on November 14, 2012.
As discussed in Note 3, in connection with the Holdco Acquisition on April 30, 2013, ETE also agreed to relinquish incentive distributions on the newly issued Common Units for the first eight consecutive quarters beginning with the distribution paid on August 14, 2013, and 50% of the incentive distributions for the following eight consecutive quarters.
In addition, the incremental distributions on the Class H Units, which are referred to in “ETP Class H Units” above, were intended to offset a portion of the incentive distribution relinquishments previously granted by ETE to ETP. In connection with the issuance of the ETP Class H Units, ETE and ETP also agreed to certain adjustments to the incremental distributions on the ETP Class H Units in order to ensure that the net impact of the incentive distribution relinquishments (a portion of which is variable) and the incremental distributions on the ETP Class H Units are fixed amounts for each quarter for which the incentive distribution relinquishments and incremental distributions on the ETP Class H Units are in effect.
In addition to the amounts above, in connection with the transfer of Trunkline LNG in February 2014, ETE agreed to relinquish incentive distributions of $50 million, $50 million, $45 million, and $35 million during the years ended December 31, 2016, 2017, 2018 and 2019, respectively.
Following is a summary of the net amounts by which these incentive distribution relinquishments and incremental distributions on ETP Class H Units would reduce the total distributions that would potentially be made to ETE in future quarters:
  Quarters Ending  
  March 31 June 30 September 30 December 31 Total Year
2014 $26.50
 $26.50
 $26.50
 $26.50
 $106.00
2015 12.50
 12.50
 13.00
 13.00
 51.00
2016 18.00
 18.00
 18.00
 18.00
 72.00
2017 12.50
 12.50
 12.50
 12.50
 50.00
2018 11.25
 11.25
 11.25
 11.25
 45.00
2019 8.75
 8.75
 8.75
 8.75
 35.00

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Regency’s Quarterly Distribution of Available Cash
Regency’s Partnership Agreement requires that Regency distribute all of its Available Cash to its Unitholders and its General Partner within 45 days after the end of each quarter to unitholders of record on the applicable record date, as determined by the general partner. The term Available Cash generally consists of all cash and cash equivalents on hand at the end of that quarter less the amount of cash reserves established by the general partner to: (i) provide for the proper conduct of the Partnership’s business; (ii) comply with applicable law, any debt instruments or other agreements; or (iii) provide funds for distributions to the unitholders and to the General Partner for any one or more of the next four quarters and plus, all cash on hand on that date of determination of available cash for the quarter resulting from working capital borrowings made after the end of the quarter for which the determination is being made.
Distributions paid by Regency since the date of acquisition are summarized as follows:
Quarter Ended  Record Date  Payment Date  
Distribution per
Regency Common
Unit
December 31, 2010 February 7, 2011 February 14, 2011 $0.445
March 31, 2011 May 6, 2011  May 13, 2011 0.445
June 30, 2011 August 5, 2011 August 12, 2011 0.450
September 30, 2011 November 7, 2011 November 14, 2011 0.455
December 31, 2011 February 6, 2012 February 13, 2012 0.460
March 31, 2012 May 7, 2012 May 14, 2012 0.460
June 30, 2012 August 6, 2012 August 14, 2012 0.460
September 30, 2012 November 6, 2012 November 14, 2012 0.460
December 31, 2012 February 7, 2013 February 14, 2013 0.460
March 31, 2013 May 6, 2013 May 13, 2013 0.460
June 30, 2013 August 5, 2013 August 14, 2013 0.465
September 30, 2013 November 4, 2013 November 14, 2013 0.470
December 31, 2013 February 7, 2014 February 14, 2014 0.475
In conjunction with Southern Union’s contributions of SUGS to Regency, ETE agreed to relinquish incentive distributions on the 31.4 million Regency Common Units issued for twenty-four months subsequent to the transaction closing.
Sunoco Logistics Quarterly Distributions of Available Cash
Distributions paid by Sunoco Logistics since the date of acquisition are summarized as follows:
Quarter Ended  Record Date  Payment Date  
Distribution per
Sunoco Logistics
Common Unit
December 31, 2012 February 8, 2013 February 14, 2013 $0.5450
March 31, 2013 May 9, 2013 May 15, 2013 0.5725
June 30, 2013 August 8, 2013 August 14, 2013 0.6000
September 30, 2013 November 8, 2013 November 14, 2013 0.6300
December 31, 2013 February 10, 2014 February 14, 2014 0.6625

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Accumulated Other Comprehensive Income (Loss)
The following table presents the components of AOCI, net of tax:
 December 31,
 2013 2012
Net losses on commodity related hedges$(4) $(3)
Available-for-sale securities2
 
Foreign currency translation adjustment(1) 
Actuarial gain (loss) related to pensions and other postretirement benefits56
 (10)
Equity investments, net8
 (9)
Subtotal61
 (22)
Amounts attributable to noncontrolling interest(52) 10
Total AOCI included in partners’ capital, net of tax$9
 $(12)

The table below sets forth the tax amounts included in the respective components of other comprehensive income (loss):
 December 31,
 2013 2012
Net gains on commodity related hedges$
 $2
Actuarial (gain) loss relating to pension and other postretirement benefits(39) 5
Total$(39) $7
9.UNIT-BASED COMPENSATION PLANS:
We, ETP, Sunoco Logistics and Regency have issued equity incentive plans for employees, officers and directors, which provide for various types of awards, including options to purchase Common Units, restricted units, phantom units, distribution equivalent rights (“DERs”), common unit appreciation rights, and other unit-based awards.
ETE Long-Term Incentive Plan
The Board of Directors or the Compensation Committee of the board of directors of the our General Partner (the “Compensation Committee”) may from time to time grant additional awards to employees, directors and consultants of ETE’s general partner and its affiliates who perform services for ETE. The plan provides for the following types of awards: restricted units, phantom units, unit options, unit appreciation rights and distribution equivalent rights. The number of additional units that may be delivered pursuant to these awards is limited to 6,000,000 units. As of December 31, 2013, 5,693,789 units remain available to be awarded under the plan.
In December 2013, 1,540,000 Class D Units were granted to an ETE employee, Jaime Welch. Under the terms of the Class D Unit Agreement, 30% of the Class D Units granted to Welch will convert to ETE common units on a one-for-one basis on March 31, 2015, and the remaining 70% will convert to ETE common units on a one-for-one basis on March 31, 2018, subject in each case to (i) Mr. Welch being in Good Standing with ETE (as defined in the Class D Unit Agreement) and (ii) there being a sufficient amount of gain available (based on the ETE partnership agreement) to be allocated to the Class D Units being converted so as to cause the capital account of each such unit to equal the capital account of an ETE Common Unit on the conversion date. See further discussion at Note 8 to our consolidated financial statements.
During 2013, no awards were granted to ETE employees except the 1,540,000 Class D Units discussed above and 12,084 ETE units were granted to non-employee directors. Under our equity incentive plans, our non-employee directors each receive grants that vest ratably over three years and do not entitle the holders to receive distributions during the vesting period.
During 2013, a total of 56,048 ETE Common Units vested, with a total fair value of $2.1 million as of the vesting date. As of December 31, 2013, excluding Class D units, a total of 65,980 restricted units granted to ETE employees and directors remain outstanding, for which we expect to recognize a total of less than $1 million in compensation over a weighted average period of 1.7 years. As of December 31, 2013, a total of 1,540,000 Class D Units granted to Mr. Welch remain outstanding, for which we expect to recognize a total of $37 million in compensation over a weighted average period of 3.5 years.

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ETP Unit-Based Compensation Plans
Unit Grants
ETP has granted restricted unit awards to employees that vest over a specified time period, typically a five-year service vesting requirement, with vesting based on continued employment as of each applicable vesting date. Upon vesting, ETP Common Units are issued. These unit awards entitle the recipients of the unit awards to receive, with respect to each ETP Common Unit subject to such award that has not either vested or been forfeited, a cash payment equal to each cash distribution per ETP Common Unit made by ETP on its Common Units promptly following each such distribution by ETP to its Unitholders. We refer to these rights as “distribution equivalent rights.” Under ETP’s equity incentive plans, ETP’s non-employee directors each receive grants with a five-year service vesting requirement.
Award Activity
The following table shows the activity of the ETP awards granted to employees and non-employee directors:
 
Number of
ETP Units
 
Weighted Average
Grant-Date Fair Value
Per ETP Unit
Unvested awards as of December 31, 20121.9
 $46.95
Awards granted2.1
 50.54
Awards vested(0.6) 45.62
Awards forfeited(0.2) 45.72
Unvested awards as of December 31, 20133.2
 49.65
During the years ended December 31, 2013, 2012 and 2011, the weighted average grant-date fair value per unit award granted was $50.54, $43.93 and $48.35, respectively. The total fair value of awards vested was $26 million, $29 million and $27 million, respectively, based on the market price of ETP Common Units as of the vesting date. As of December 31, 2013, a total of 3.2 million unit awards remain unvested, for which ETP expects to recognize a total of $116 million in compensation expense over a weighted average period of 2.1 years.
Sunoco Logistics Unit-Based Compensation Plan
Sunoco Logistics’ general partner has a long-term incentive plan for employees and directors, which permits the grant of restricted units and unit options of Sunoco Logistics covering an additional 0.6 million Sunoco common units. As of December 31, 2013, a total of 0.6 million Sunoco Logistics restricted units were outstanding for which Sunoco Logistics expects to recognize $21 million of expense over a weighted-average period of 2.8 years.
Related Party Awards
McReynolds Energy Partners, L.P., the general partner of which is owned and controlled by an ETE officer, awarded to certain officers of ETP certain rights related to units of ETE previously issued by ETE to such ETE officer. These rights include the economic benefits of ownership of these ETE units based on a five-year vesting schedule whereby the ETP officers vested in the ETE units at a rate of 20% per year. As these ETE units conveyed to the recipients of these awards upon vesting from a partnership that is not owned or managed by ETE or ETP, none of the costs related to such awards were paid by ETP or ETE. As these units were outstanding prior to these awards, these awards did not represent an increase in the number of outstanding units of either ETP or ETE and were not dilutive to cash distributions per unit with respect to either ETP or ETE.
ETP recognized non-cash compensation expense over the vesting period based on the grant-date fair value of the ETE units awarded to the ETP employees assuming no forfeitures. For the years ended December 31, 2013, 2012 and 2011, ETP recognized non-cash compensation expense, net of forfeitures, of less than $1 million, $1 million and $2 million, respectively, as a result of these awards. As of December 31, 2013, no rights related to ETE common units remain outstanding.
Regency Unit-Based Compensation Plans
Regency has the following awards outstanding as of December 31, 2013:
142,550 Regency Common Unit options, all of which are exercisable, with a weighted average exercise price of $22.04 per unit option; and
982,242 Regency Phantom Units, with a weighted average grant date fair value of $23.16 per Phantom Unit.

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Regency expects to recognize $19 million of compensation expense related to the Regency Phantom Units over a period of 3.3 years.
10.INCOME TAXES:
As a partnership, we are not subject to U.S. federal income tax and most state income taxes. However, the partnership conducts certain activities through corporate subsidiaries which are subject to federal and state income taxes. The components of the federal and state income tax expense (benefit) of our taxable subsidiaries were summarized as follows:
 Years Ended December 31,
 2013 2012 2011
Current expense (benefit):     
Federal$51
 $(3) $(1)
State(1) 6
 17
Total50
 3
 16
Deferred expense:     
Federal(14) 41
 
State57
 10
 1
Total43
 51
 1
Total income tax expense from continuing operations$93
 $54
 $17
Historically, our effective tax rate differed from the statutory rate primarily due to partnership earnings that are not subject to U.S. federal and most state income taxes at the partnership level. The completion of the Southern Union, Sunoco and Holdco transactions (see Note 3) significantly increased the activities conducted through corporate subsidiaries. A reconciliation of income tax expense (benefit) at the U.S. statutory rate to the income tax expense (benefit) attributable to continuing operations for the years ended December 31, 2013 and 2012 is as follows:
 December 31, 2013 December 31, 2012
 
Corporate Subsidiaries(1)
 
Partnership(2)
 Consolidated 
Corporate Subsidiaries(1)
 
Partnership(2)
 Consolidated
Income tax expense (benefit) at U.S. statutory rate of 35 percent$(172) $
 $(172) $(4) $
 $(4)
Increase (reduction) in income taxes resulting from:    
      
Nondeductible goodwill241
 
 241
 
 
 
Nondeductible executive compensation
 
 
 28
 
 28
State income taxes (net of federal income tax effects)31
 10
 41
 9
 2
 11
Other(16) (1) (17) 19
 
 19
Income tax from continuing operations$84
 $9
 $93
 $52
 $2
 $54
(1)
Includes Holdco, Oasis Pipeline Company, Pueblo, Inland Corporation, Mid-Valley Pipeline Company and West Texas Gulf Pipeline Company. The latter three entities were acquired in the Sunoco Merger. Holdco, which was formed via the Sunoco Merger and the Holdco Transaction (see Note 3), includes Sunoco and Southern Union and their subsidiaries. ETE held a 60% interest in Holdco until April 30, 2013. Subsequent to the Holdco Acquisition (see Note 3) on April 30, 2013, ETP owns 100% of Holdco.
(2)
Includes ETE and its respective subsidiaries that are classified as pass-through entities for federal income tax purposes.

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Deferred taxes result from the temporary differences between financial reporting carrying amounts and the tax basis of existing assets and liabilities. The table below summarizes the principal components of the deferred tax assets (liabilities) as follows:
 December 31,
 2013 2012
Deferred income tax assets:   
Net operating losses and alternative minimum tax credit$217
 $270
Pension and other postretirement benefits57
 127
Long term debt108
 117
Other104
 290
Total deferred income tax assets486
 804
Valuation allowance(74) (94)
Net deferred income tax assets412
 710
    
Deferred income tax liabilities:   
Properties, plants and equipment(1,624) (2,026)
Inventory(302) (516)
Investments in unconsolidated affiliates(2,245) (1,543)
Trademarks(180) (192)
Other(45) (129)
Total deferred income tax liabilities(4,396) (4,406)
Net deferred income tax liability(3,984) (3,696)
Less: current portion of deferred income tax assets (liabilities)(119) (130)
Accumulated deferred income taxes$(3,865) $(3,566)
The completion of the Southern Union Merger, Sunoco Merger and Holdco Transaction (see Note 3) significantly increased the deferred tax assets (liabilities). The table below provides a rollforward of the net deferred income tax liability as follows:
 December 31,
 2013 2012
Net deferred income tax liability, beginning of year$(3,696) $(214)
Southern Union acquisition
 (1,428)
Sunoco acquisition
 (1,989)
SUGS Contribution to Regency(115) 
Tax provision (including discontinued operations)(124) (62)
Other(49) (3)
Net deferred income tax liability$(3,984) $(3,696)
Holdco and other corporate subsidiaries have gross federal net operating loss carryforwards of $216 million, all of which will expire in 2032. Holdco has $40 million of federal alternative minimum tax credits which do not expire. Holdco and other corporate subsidiaries have state net operating loss carryforward benefits of $101 million, net of federal tax, which expire between 2013 and 2032. The valuation allowance of $74 million is applicable to the state net operating loss carryforward benefits applicable to Sunoco pre-acquisition periods.

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The following table sets forth the changes in unrecognized tax benefits:
 Years Ended December 31,
 2013 2012 2011
Balance at beginning of year$27
 $2
 $2
Additions attributable to acquisitions
 28
 
Additions attributable to tax positions taken in the current year
 
 1
Additions attributable to tax positions taken in prior years406
 
 
Settlements
 
 
Lapse of statute(4) (3) (1)
Balance at end of year$429
 $27
 $2
As of December 31, 2013, we have $425 million ($418 million after federal income tax benefits) related to tax positions which, if recognized, would impact our effective tax rate. We believe it is reasonably possible that its unrecognized tax benefits may be reduced by $6 million ($5 million, net of federal tax) within the next twelve months due to settlement of certain positions.
Sunoco has historically included certain government incentive payments as taxable income on its federal and state income tax returns. In connection with Sunoco’s 2004 through 2011 open statute years, Sunoco has proposed to the IRS that these government incentive payments be excluded from federal taxable income. If Sunoco is fully successful with its claims, it will receive tax refunds of approximately $372 million. However, due to the uncertainty surrounding the claims, a reserve of $372 million was established for the full amount of the claims. Due to the timing of the expected settlement of the claims and the related reserve, the receivable and the reserve for this issue have been netted in the consolidated balance sheet as of December 31, 2013.
Our policy is to accrue interest expense and penalties on income tax underpayments (overpayments) as a component of income tax expense. During 2013, we recognized interest and penalties of less than $1 million. At December 31, 2013, we have interest and penalties accrued of $6 million, net of tax.
In general, ETE and its subsidiaries are no longer subject to examination by the IRS for tax years prior to 2009, except Sunoco, Regency and Pueblo which are no longer subject to examination by the IRS for tax years prior to 2007 and Southern Union which is no longer subject to examination by the IRS for tax years prior to and 2004.
Sunoco has been examined by the IRS for the 2007 and 2008 tax years, however, the statutes remain open for both of these tax years due to carryback of net operating losses. Sunoco is currently under examination for the years 2009 through 2011, but due to the aforementioned carryback, such years also impact Sunoco’s tax liability for the years 2004 through 2008. With the exception of the claims regarding government incentive payments discussed above, all issues are resolved. Southern Union is under examination for the tax years 2004 through 2009. As of December 31, 2013, the IRS has proposed only one adjustment for the years under examination. For the 2006 tax year, the IRS is challenging $545 million of the $690 million of deferred gain associated with a like kind exchange involving certain assets of its distribution operations and its gathering and processing operations. We will vigorously defend and believe Southern Union’s tax position will prevail against this challenge by the IRS. Accordingly, no unrecognized tax benefit has been recorded with respect to this tax position. Regency is also under examination by the IRS for the 2007 and 2008 tax years. The IRS has proposed adjustments in both of these examinations which are under review at the Appeals level. We believe Regency will prevail against this challenge by the IRS. Accordingly, no unrecognized tax benefit has been recorded with respect to these tax positions. The proposed adjustments with respect to Regency would not have a material impact upon our financial statements.
ETE and its subsidiaries also have various state and local income tax returns in the process of examination or administrative appeal in various jurisdictions. We believe the appropriate accruals or unrecognized tax benefits have been recorded for any potential assessment with respect to these examinations.
11.REGULATORY MATTERS, COMMITMENTS, CONTINGENCIES AND ENVIRONMENTAL LIABILITIES:
FERC Audit
The FERC recently completed an audit of PEPL, a subsidiary of Southern Union, for the period from January 1, 2010 through December 31, 2011, to evaluate its compliance with the Uniform System of Accounts as prescribed by the FERC, annual and quarterly financial reporting to the FERC, reservation charge crediting policy and record retention. An audit report was

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received in August 2013 noting no issues that would have a material impact on the Partnership’s historical financial position or results of operations.
Florida Gas Pipeline Relocation Costs
The Florida Department of Transportation, Florida’s Turnpike Enterprise (“FDOT/FTE”) has various turnpike/State Road 91 widening projects that have impacted or may, over time, impact one or more of FGTs’ mainline pipelines located in FDOT/FTE rights-of-way. Certain FDOT/FTE projects have been or are the subject of litigation in Broward County, Florida. On November 16, 2012, FDOT paid to FGT the sum of approximately $100 million, representing the amount of the judgment, plus interest, in a case tried in 2011.
On April 14, 2011, FGT filed suit against the FDOT/FTE and other defendants in Broward County, Florida seeking an injunction and damages as the result of the construction of a mechanically stabilized earth wall and other encroachments in FGT easements as part of FDOT/FTE’s I-595 project. On August 21, 2013, FGT and FDOT/FTE entered into a settlement agreement pursuant to which, among other things, FDOT/FTE paid FGT approximately $19 million in September, 2013 in settlement of FGT’s claims with respect to the I-595 project. The settlement agreement also provided for agreed easement widths for FDOT/FTE right-of-way and for cost sharing between FGT and FDOT/FTE for any future relocations. Also in September 2013, FDOT/FTE paid FGT an additional approximate $1 million for costs related to the aforementioned turnpike/State Road 91 case tried in 2011.
FGT will continue to seek rate recovery in the future for these types of costs to the extent not reimbursed by the FDOT/FTE. There can be no assurance that FGT will be successful in obtaining complete reimbursement for any such relocation costs from the FDOT/FTE or from its customers or that the timing of such reimbursement will fully compensate FGT for its costs.Off-Balance Sheet Arrangements
Contingent Residual Support Agreement AmeriGas
In connection with the closing of the contribution of ETP’sits propane operations in January 2012, ETP agreed to provide contingent residual support of $1.55$1.55 billion of intercompany borrowings made by AmeriGas and certain of its affiliates with maturities through 2022 from a finance subsidiary of AmeriGas that have maturity dates and repayment terms that mirror those of an equal principal amount of senior notes issued by this finance company subsidiary to third partythird-party purchases. In 2016, AmeriGas repurchased certain of its senior notes, which caused a reduction in the amount supported by ETP under the contingent residual support agreement. In February 2017, AmeriGas repurchased $378 million of its 7.00% senior notes, which reduced the remaining amount supported by ETP to $122 million.
PEPL Holdings
Guarantee of CollectionSunoco LP Notes
Retail Holdings provided a limited contingent guarantee of collection, but not of payment, to Sunoco LP with respect to (i) $800 million principal amount of 6.375% senior notes due 2023 issued by Sunoco LP, (ii) $800 million principal amount of 6.25% senior notes due 2021 issued by Sunoco LP and (iii) $2.035 billion aggregate principal for Sunoco LP’s term loan due 2019. In December 2016, Retail Holdings contributed its interests in Sunoco LP, along with the assignment of the guarantee of Sunoco LP’s senior notes, to its subsidiary, ETC M-A Acquisition LLC.
Contractual Obligations
The following table summarizes our long-term debt and other contractual obligations as of December 31, 2016:
  Payments Due by Period
Contractual Obligations Total Less Than 1 Year 1-3 Years 3-5 Years More Than 5 Years
Long-term debt $43,958
 $1,817
 $12,013
 $7,666
 $22,462
Interest on long-term debt(1)
 22,063
 2,086
 3,805
 2,879
 13,293
Payments on derivatives 194
 120
 74
 
 
Purchase commitments(2)
 6,799
 4,444
 929
 621
 805
Transportation, natural gas storage and fractionation contracts 44
 24
 20
 
 
Operating lease obligations 1,162
 148
 246
 220
 548
Other(4)
 46
 8
 15
 15
 8
Total(5)
 $74,266
 $8,647
 $17,102
 $11,401
 $37,116
(1)
Interest payments on long-term debt are based on the principal amount of debt obligations as of December 31, 2016. With respect to variable rate debt, the interest payments were estimated using the interest rate as of December 31, 2016. 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, 2016 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)
The ETP Preferred Units were redeemed in January 2017.
(4)
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” our consolidated balance sheets were excluded from the table above as such amounts do not represent contractual obligations or, in some cases, the amount and/or timing of the cash payments is uncertain.
(5)
Excludes net non-current deferred tax liabilities of $5.11 billion due to uncertainty of the timing of future cash flows for such liabilities.
Cash Distributions
Cash Distributions Paid by the Parent Company
Under the Parent Company Partnership Agreement, the Parent Company will distribute all of its Available Cash, as defined, within 50 days following the end of each fiscal quarter. Available cash generally means, with respect to any quarter, all cash on hand at the end of such quarter less the amount of cash reserves that are necessary or appropriate in the reasonable discretion of the General Partner that is necessary or appropriate to provide for future cash requirements.

Distributions declared during the periods presented are as follows:
Quarter Ended            Record Date  Payment Date  Rate
December 31, 2013 February 7, 2014 February 19, 2014 $0.1731
March 31, 2014 May 5, 2014 May 19, 2014 0.1794
June 30, 2014 August 4, 2014 August 19, 2014 0.1900
September 30, 2014 November 3, 2014 November 19, 2014 0.2075
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
(1)
Certain common unitholders elected to participate in a plan pursuant to which those unitholders elected to forego their cash distributions on all or a portion of their common units for a period of up to nine quarters commencing with the distribution for the quarter ended March 31, 2016 and, in lieu of receiving cash distributions on these common units for each such quarter, each said unitholder received Convertible Units (on a one-for-one basis for each common unit as to which the participating unitholder elected be subject to this plan) that entitled them to receive a cash distribution of up to $0.11 per Convertible Unit. See Note 8, ETE Series A Preferred Units.
Our distributions declared with respect to our Convertible Unit during the year ended December 31, 2016 were as follows:
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
The total amounts of distributions declared during the periods presented (all from Available Cash from the Parent Company’s operating surplus and are shown in the period to which they relate) are as follows:
 Years Ended December 31,
 2016 2015 2014
Limited Partners$971
 $1,139
 $866
General Partner interest3
 2
 2
Class D units
 3
 2
Total Parent Company distributions$974
 $1,144
 $870
Cash Distributions Received by the Parent Company
The Parent Company’s cash available for distributions is primarily generated from its direct and indirect interests in ETP and Sunoco LP. Lake Charles LNG’s wholly-owned subsidiaries also contribute to the Parent Company’s cash available for distributions. At December 31, 2016, our interests in ETP and Sunoco LP consisted of 100% of the respective general partner interests and IDRs, as well as 2.6 million ETP common units, 81.0 million ETP Class H units, and 2.3 million Sunoco LP common units held by us or our wholly-owned subsidiaries.
We also own 0.1% of the general partner interests and IDRs of Sunoco Logistics, while ETP owns the remaining general partner interests and IDRs. Additionally, ETE owns 100 ETP Class I Units, the distributions from which offset a portion of IDR subsidies ETE has previously provided to ETP.

As the holder of ETP’s and Sunoco LP’s IDRs, the Parent Company is entitled to an increasing share of ETP’s total distributions above certain target levels. The following table summarizes the target levels (as a percentage of total distributions on common units, IDRs and the general partner interest). The percentage reflected in the table includes only the percentage related to the IDRs and excludes distributions to which the Parent Company would also be entitled through its direct or indirect ownership of ETP’s general partner interest, Class H units, Class I units and a portion of the outstanding ETP common units.
Percentage of Total Distributions to IDRsQuarterly Distribution Rate Target Amounts
ETP
Minimum quarterly distribution—%$0.25
First target distribution—%$0.25 to $0.275
Second target distribution13%$0.275 to $0.3175
Third target distribution23%$0.3175 to $0.4125
Fourth target distribution48%Above $0.4125
The total amount of distributions to the Parent Company from its limited partner interests, general partner interest and incentive distributions (shown in the period to which they relate) for the periods ended as noted below is as follows:
 Years Ended December 31,
 2016 2015 2014
Distributions from ETP:     
Limited Partners$28
 $54
 $119
Class H Units357
 263
 219
General Partner interest32
 31
 21
IDRs1,363
 1,261
 754
IDR relinquishments net of Class I Unit distributions(409) (111) (250)
Total distributions from ETP1,371
 1,498
 863
Distributions from Regency (1)

 
 135
Distributions from Sunoco LP (2)
     
Limited Partner interests7
 
 
IDRs81
 25
 
Total distributions received from subsidiaries$1,459
 $1,523
 $998
(1)
ETP’s acquisition of Regency closed on April 30, 2015; therefore, no distributions in relation to the quarter ended March 31, 2015 or subsequent quarters were paid by Regency. Instead, distributions from ETP include distributions on the limited partner interests received by ETE as consideration in ETP’s acquisition of Regency.
(2)
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.
In July 2016, ETE agreed to relinquish an aggregate amount of $720 million in incentive distributions commencing with the quarter ended June 30, 2016 and ending with the quarter ending December 31, 2017, including a relinquishment of $255 million for the year ended December 31, 2016. In connection with the PennTex acquisition in November 2016, discussed in Note 2, ETE has agreed to a perpetual waiver of incentive distributions in the amount of $33 million annually.
ETE has also previously agreed to relinquish additional incentive distributions. In the aggregate, including relinquishments agreed to in July and November 2016, ETE has agreed to relinquish its right to the following amounts of incentive distributions in future periods, including distributions on Class I Units:
  Total Year
2017 $626
2018 138
2019 128
Each year beyond 2019 33

Cash Distributions Paid by ETP
ETP expects to use substantially all of its cash provided by operating and financing activities from its operating companies to provide distributions to its Unitholders. Under ETP’s partnership agreement, ETP will distribute to its partners within 45 days after the end of each calendar quarter, an amount equal to all of its Available Cash (as defined in ETP’s partnership agreement) for such quarter. Available Cash generally means, with respect to any quarter of ETP, all cash on hand at the end of such quarter less the amount of cash reserves established by ETP’s General Partner in its reasonable discretion that is necessary or appropriate to provide for future cash requirements. ETP’s commitment to its Unitholders is to distribute the increase in its cash flow while maintaining prudent reserves for its operations.
Distributions declared by ETP during the periods presented are as follows:
  Record Date  Payment Date  Rate
December 31, 2013 February 7, 2014 February 14, 2014 $0.9200
March 31, 2014 May 5, 2014 May 15, 2014 0.9350
June 30, 2014 August 4, 2014 August 14, 2014 0.9550
September 30, 2014 November 3, 2014 November 14, 2014 0.9750
December 31, 2014 February 6, 2015 February 13, 2015 0.9950
March 31, 2015 May 8, 2015 May 15, 2015 1.0150
June 30, 2015 August 6, 2015 August 14, 2015 1.0350
September 30, 2015 November 5, 2015 November 16, 2015 1.0550
December 31, 2015 February 8, 2016 February 16, 2016 1.0550
March 31, 2016 May 6, 2016 May 16, 2016 1.0550
June 30, 2016 August 8, 2016 August 15, 2016 1.0550
September 30, 2016 November 7, 2016 November 14, 2016 1.0550
December 31, 2016 February 7, 2017 February 14, 2017 1.0550
The total amounts of distributions declared during the periods presented (all from Available Cash from ETP’s operating surplus and are shown in the period to which they relate) are as follows (in millions):
 Years Ended December 31,
 2016 2015 2014
Limited Partners:     
  Common Units$2,196
 $2,024
 $1,298
  Class H Units357
 263
 219
General Partner interest32
 31
 21
Incentive distributions (1)
1,363
 1,261
 754
IDR relinquishments net of Class I Unit distributions(409) (111) (250)
Total ETP distributions$3,539
 $3,468
 $2,042
(1)
The increases for the year ended December 31, 2015 include the impacts from Common Units issued in the Regency Merger, as well as increases in distributions per unit.


Cash Distributions Paid by Sunoco Logistics
Sunoco Logistics is required by its partnership agreement to distribute all cash on hand at the end of each quarter, less appropriate reserves determined by its general partner.
Distributions declared during the periods presented were as follows:
Quarter Ended Record Date Payment Date Rate
December 31, 2013 February 10, 2014 February 14, 2014 $0.3312
March 31, 2014 May 9, 2014 May 15, 2014 0.3475
June 30, 2014 August 8, 2014 August 14, 2014 0.3650
September 30, 2014 November 7, 2014 November 14, 2014 0.3825
December 31, 2014 February 9, 2015 February 13, 2015 0.4000
March 31, 2015 May 11, 2015 May 15, 2015 0.4190
June 30, 2015 August 10, 2015 August 14, 2015 0.4380
September 30, 2015 November 9, 2015 November 13, 2015 0.4580
December 31, 2015 February 8, 2016 February 12, 2016 0.4790
March 31, 2016 May 9, 2016 May 13, 2016 0.4890
June 30, 2016 August 8, 2016 August 12, 2016 0.5000
September 30, 2016 November 9, 2016 November 14, 2016 0.5100
December 31, 2016 February 7, 2017 February 14, 2017 0.5200
In connection with the SUGS Contribution, Regencyacquisition from Vitol, Sunoco Logistics’ general partner executed an amendment to its partnership agreement in September 2016 which provides for a reduction to the incentive distributions paid by Sunoco Logistics. The reductions will total $60 million over a two-year period, recognized ratably over eight quarters, beginning with the third quarter 2016 cash distribution. The incentive distribution reduction will reduce the incentive distributions that ETP receives from Sunoco Logistics, as well as the amount of distributions that ETP pays on its Class H units.
The total amounts of Sunoco Logistics distributions declared during the periods presented were as follows (all from Available Cash from Sunoco Logistics’ operating surplus and are shown in the period with respect to which they relate):
 Years Ended December 31,
 2016 2015 2014
Limited Partners     
Common units held by public$485
 $344
 $225
Common units held by ETP135
 120
 100
General Partner interest held by ETP15
 12
 10
Incentive distributions held by ETP397
 281
 175
IDR reduction(15) 
 
Total distributions declared$1,017
 $757
 $510
PennTex Quarterly Distributions of Available Cash
PennTex is required by its partnership agreement to distribute a minimum quarterly distribution of $0.2750 per unit at the end of each quarter. Distributions declared during the periods presented were as follows:
Quarter Ended Record Date Payment Date Rate
September 30, 2016 November 7, 2016 November 14, 2016 $0.2950
December 31, 2016 February 7, 2017 February 14, 2017 0.2950

Cash Distributions Paid by Sunoco LP
Sunoco LP is required by its partnership agreement to distribute all cash on hand at the end of each quarter, less appropriate reserves determined by its general partner.
Distributions declared by Sunoco LP during the periods presented were as follows:
Quarter Ended Record Date Payment Date Rate
September 30, 2014 November 18, 2014 November 28, 2014 $0.5457
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
The total amounts of Sunoco LP distributions declared during the periods presented were as follows (all from Available Cash from Sunoco LP’s operating surplus and are shown in the period with respect to which they relate):
 Years Ended December 31,
 2016 2015 2014
Limited Partners:     
Common units held by public$166
 $90
 $22
Common and subordinated units held by ETP(1)
143
 89
 17
Common and subordinated units held by ETE8
 
 
General Partner interest and Incentive distributions(2)
81
 30
 1
Total distributions declared$398
 $209
 $40
(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.
New Accounting Standards
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-09, $600 million of 4.50% Senior Notes due 2023Revenue from Contracts with Customers (Topic 606) (the “Regency Debt”“ASU 2014-09”), which clarifies the proceedsprinciples for recognizing revenue based on the core principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which were usedthe entity expects to be entitled in exchange for those goods or services.
In August 2015, the FASB deferred the effective date of ASU 2014-09, which is now effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catchup transition method). The Partnership expects to adopt ASU 2014-09 in the first quarter of 2018 and will apply the cumulative catchup transition method.
We are in the process of evaluating our revenue contracts by Regencysegment and fee type to funddetermine the cash portionpotential impact of adopting the new standards. At this point in our evaluation process, we have determined that the timing and/or amount of revenue that we recognize on certain contracts may be impacted by the adoption of the consideration, as adjusted,new standard; however, we are still in the process of quantifying these impacts and pay certain other expensescannot say whether or disbursements directlynot they would be material to our financial statements. In addition, we are in the process of implementing appropriate changes to our business processes, systems and controls to support recognition and

disclosure under the new standard. We continue to monitor additional authoritative or interpretive guidance related to the closingnew standard as it becomes available, as well as comparing our conclusions on specific interpretative issues to other peers in our industry, to the extent that such information is available to us.
In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), which establishes the principles that lessees and lessors shall apply to report useful information to users of financial statements about the amount, timing, and uncertainty of cash flows arising from a lease. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The Partnership is currently evaluating the impact that adopting this new standard will have on the consolidated financial statements and related disclosures.
In October 2016, the FASB issued Accounting Standards Update No. 2016-16, Income Taxes (Topic 740): Intra-entity Transfers of Assets Other Than Inventory (“ASU 2016-16”), which requires that entities recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The amendments in this update do not change GAAP for the pre-tax effects of an intra-entity asset transfer under Topic 810, Consolidation, or for an intra-entity transfer of inventory. ASU 2016-16 is effective for fiscal years beginning after December 15, 2017, and interim periods within those annual periods. Early adoption is permitted. The Partnership is currently evaluating the impact that adoption of this standard will have on the consolidated financial statements and related disclosures.
On January 1, 2017, the Partnership adopted Accounting Standards Update No. 2016-09, Stock Compensation (Topic 718) (“ASU 2016-09”). The objective of the SUGS Contribution. In connection with the closingupdate is to reduce complexity in accounting standards. The areas for simplification in this update involve several aspects of the SUGS Contributionaccounting for employee share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on April 30, 2013, Regency entered into an agreement with PEPL Holdings, a subsidiarythe statement of Southern Union, pursuant to which PEPL Holdings provided a guaranteecash flows. The adoption of collection (on a nonrecourse basis to Southern Union) to Regency and Regency Energy Finance Corp. with respect to the payment of the principal amount of the Regency Debt through maturity in 2023. In connection with the completion of the Panhandle Merger, in which PEPL Holdings was merged with and into Panhandle, the guarantee of collection for the Regency Debt was assumed by Panhandle.
NGL Pipeline Regulation
Lone Star has interests in NGL pipelines located in Texas and New Mexico. Lone Star commenced the interstate transportation of NGLs in 2013, which is subject to the jurisdiction of the FERC under the ICA and the Energy Policy Act of 1992. Under the ICA, tariffs must be just and reasonable and not unduly discriminatory or confer any undue preference. The tariff rates established for interstate services were based on a negotiated agreement; however, the FERC’s rate-making methodologies may limit our ability to set rates based on our actual costs, may delay or limit the use of rates that reflect increased costs and may subject us to potentially burdensome and expensive operational, reporting and other requirements. Any of the foregoing could adversely affect our business, revenues and cash flow.
Commitments
In the normal course of business, ETP and Regency purchase, process and sell natural gas pursuant to long-term contracts and enter into long-term transportation and storage agreements. Such contracts contain terms that are customary in the industry. We believe that the terms of these agreements are commercially reasonable and willthis standard did not have a material adverse effect on its financial position or results of operations.
We have certain non-cancelable leases for property and equipment, which require fixed monthly rental payments and expire at various dates through 2056. Rental expense under these operating leases has been included in operating expenses in the accompanying statements of operations and totaled approximately $151 million, $60 million and $29 million for the years

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ended December 31, 2013, 2012 and 2011, respectively, which include contingent rentals totaling $22 million and $6 million in 2013 and 2012, respectively. During the years ended December 31, 2013, and 2012, approximately $24 million and $4 million, respectively, of rental expense was recovered through related sublease rental income.
Future minimum lease commitments for such leases are:
Years Ending December 31: 
2014$83
201581
201672
201768
201855
Thereafter454
Future minimum lease commitments813
Less: Sublease rental income(57)
Net future minimum lease commitments$756
ETP and Regency’s joint venture agreements require that they fund their proportionate share of capital contributions to their unconsolidated affiliates. Such contributions will depend upon their unconsolidated affiliates’ capital requirements, such as for funding capital projects or repayment of long-term obligations.
Litigation and Contingencies
We may, from time to time, be involved in litigation and claims arising out of our operations in the normal course of business. Natural gas and crude are flammable and combustible. Serious personal injury and significant property damage can arise in connection with their transportation, storage or use. In the ordinary course of business, we are sometimes threatened with or named as a defendant in various lawsuits seeking actual and punitive damages for product liability, personal injury and property damage. We maintain liability insurance with insurers in amounts and with coverage and deductibles management believes are reasonable and prudent, and which are generally accepted in the industry. However, there can be no assurance that the levels of insurance protection currently in effect will continue to be available at reasonable prices or that such levels will remain adequate to protect us from material expenses related to product liability, personal injury or property damage in the future.
Sunoco Litigation
Following the announcement of the Sunoco Merger on April 30, 2012, eight putative class action and derivative complaints were filed in connection with the Sunoco Merger in the Court of Common Pleas of Philadelphia County, Pennsylvania.  Each complaint names as defendants the members of Sunoco’s board of directors and alleges that they breached their fiduciary duties by negotiating and executing, through an unfair and conflicted process, a merger agreement that provides inadequate consideration and that contains impermissible terms designed to deter alternative bids. Each complaint also names as defendants Sunoco, ETP, ETP GP, ETP LLC, and Sam Acquisition Corporation, alleging that they aided and abetted the breach of fiduciary duties by Sunoco’s directors; some of the complaints also name ETE as a defendant on those aiding and abetting claims. In September 2012, all of these lawsuits were settled with no payment obligation on the part of any of the defendants following the filing of Current Reports on Form 8-K that included additional disclosures that were incorporated by reference into the proxy statement related to the Sunoco Merger. Subsequent to the settlement of these cases, the plaintiffs’ attorneys sought compensation from Sunoco for attorneys’ fees related to their efforts in obtaining these additional disclosures. In January 2013, Sunoco entered into agreements to compensate the plaintiffs’ attorneys in the state court actions in the aggregate amount of not more than $950,000 and to compensate the plaintiffs’ attorneys in the federal court action in the amount of not more than $250,000. The payment of $950,000 was made in July 2013.
Litigation Relating to the Southern Union Merger
In June 2011, several putative class action lawsuits were filed in the Judicial District Court of Harris County, Texas naming as defendants the members of the Southern Union Board, as well as Southern Union and ETE. The lawsuits were styled Jaroslawicz v. Southern Union Company, et al., Cause No. 2011-37091, in the 333rd Judicial District Court of Harris County, Texas and Magda v. Southern Union Company, et al., Cause No. 2011-37134, in the 11th Judicial District Court of Harris County, Texas. The lawsuits were consolidated into an action styled In re: Southern Union Company; Cause No. 2011-37091, in the 333rd Judicial District Court of Harris County, Texas. Plaintiffs allege that the Southern Union directors breached their

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fiduciary duties to Southern Union’s stockholders in connection with the Merger and that Southern Union and ETE aided and abetted the alleged breaches of fiduciary duty. The amended petitions allege that the Merger involves an unfair price and an inadequate sales process, that Southern Union’s directors entered into the Merger to benefit themselves personally, including through consulting and noncompete agreements, and that defendants have failed to disclose all material information related to the Merger to Southern Union stockholders. The amended petitions seek injunctive relief, including an injunction of the Merger, and an award of attorneys’ and other fees and costs, in addition to other relief. On October 21, 2011, the court denied ETE’s October 13, 2011, motion to stay the Texas proceeding in favor of cases pending in the Delaware Court of Chancery.
Also in June 2011, several putative class action lawsuits were filed in the Delaware Court of Chancery naming as defendants the members of the Southern Union Board, as well as Southern Union and ETE. Three of the lawsuits also named Merger Sub as a defendant. These lawsuits are styled: Southeastern Pennsylvania Transportation Authority, et al. v. Southern Union Company, et al., C.A. No. 6615-CS; KBC Asset Management NV v. Southern Union Company, et al., C.A. No. 6622-CS; LBBW Asset Management Investment GmbH v. Southern Union Company, et al., C.A. No. 6627-CS; and Memo v. Southern Union Company, et al., C.A. No. 6639-CS. These cases were consolidated with the following style: In re Southern Union Co. Shareholder Litigation, C.A. No. 6615-CS, in the Delaware Court of Chancery. The consolidated complaint asserts similar claims and allegations as the Texas state-court consolidated action. On July 25, 2012, the Delaware plaintiffs filed a notice of voluntary dismissal of all claims without prejudice. In the notice, plaintiffs stated their claims were being dismissed to avoid duplicative litigation and indicated their intent to join the Texas case.
On September 18, 2013, the plaintiff dismissed without prejudice its lawsuit against all defendants.
MTBE Litigation
Sunoco, along with other refiners, manufacturers and sellers of gasoline, is a defendant in lawsuits alleging MTBE contamination of groundwater. The plaintiffs typically include water purveyors and municipalities responsible for supplying drinking water and governmental authorities. The plaintiffs are asserting primarily product liability claims and additional claims including nuisance, trespass, negligence, violation of environmental laws and deceptive business practices. The plaintiffs in all of the cases are seeking to recover compensatory damages, and in some cases also seek natural resource damages, injunctive relief, punitive damages and attorneys’ fees.
As of December 31, 2013, Sunoco is a defendant in seven cases, one of which was initiated by the State of New Jersey and two others by the Commonwealth of Puerto Rico with the more recent Puerto Rico action being a companion case alleging damages for additional sites beyond those at issue in the initial Puerto Rico action. Six of these cases are venued in a multidistrict litigation (“MDL”) proceeding in a New York federal court. The most recently filed Puerto Rico action is expected to be transferred to the MDL. The New Jersey and Puerto Rico cases assert natural resource damage claims. In addition, Sunoco has received notice from another state that it intends to file an MTBE lawsuit in the near future asserting natural resource damage claims.
Fact discovery has concluded with respect to an initial set of fewer than 20 sites each that will be the subject of the first trial phase in the New Jersey case and the initial Puerto Rico case. Insufficient information has been developed about the plaintiffs’ legal theories or the facts with respect to statewide natural resource damage claims to provide an analysis of the ultimate potential liability of Sunoco in these matters; however, it is reasonably possible that a loss may be realized. Management believes that an adverse determination with respect to one or more of the MTBE cases could have a significant impact on results of operations during the period in which any said adverse determination occurs, but does not believe that any such adverse determination would have a material adverse effect on the Partnership’s consolidated financial position.statements and related disclosures.
Litigation RelatingOn January 1, 2017, the Partnership adopted Accounting Standards Update No. 2016-17, Consolidation (Topic 810): Interests Held Through Related Parties That Are Under Common Control (“ASU 2016-17”), which amends the consolidation guidance on how a reporting entity that is the single decision maker of a variable interest entity (VIE) should treat indirect interests in the entity held through related parties that are under common control with the reporting entity when determining whether it is the primary beneficiary of that VIE. Under the amendments, a single decision maker is required to include indirect interests on a proportionate basis consistent with indirect interests held through other related parties. The adoption of this standard did not have an impact on the Partnership’s consolidated financial statements and related disclosures.
In January 2017, the FASB issued ASU No. 2017-04 “Intangibles-Goodwill and other (Topic 350): Simplifying the test for goodwill impairment”. The amendments in this update remove the second step of the two-step test currently required by Topic 350. An entity will apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit's carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the PVR Mergerreporting unit. The new guidance does not amend the optional qualitative assessment of goodwill impairment. This ASU is effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. We expect that our adoption of this standard will change our approach for testing goodwill for impairment; however, this standard requires prospective application and therefore will only impact periods subsequent to adoption.
Estimates and Critical Accounting Policies
The selection and application of accounting policies is an important process that has developed as our business activities have evolved and as the accounting rules have developed. Accounting rules generally do not involve a selection among alternatives, but involve an implementation and interpretation of existing rules, and the use of judgment applied to the specific set of circumstances existing in our business. We make every effort to properly comply with all applicable rules, and we believe the proper implementation and consistent application of the accounting rules are critical. Our critical accounting policies are discussed below. For further details on our accounting policies, see Note 2 to our consolidated financial statements.
Use of Estimates.  The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the accrual for and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The natural gas industry conducts its business by processing actual transactions at the end of the month following the month of delivery. Consequently, the most current month’s financial results for the midstream, NGL and intrastate transportation and storage operations are estimated using volume estimates and market prices. Any differences between estimated results and actual results are recognized in the following month’s financial statements. Management believes that the operating results estimated for the year ended December 31, 2016 represent the actual results in all material respects.
Some of the other significant estimates made by management include, but are not limited to, the timing of certain forecasted transactions that are hedged, the fair value of derivative instruments, useful lives for depreciation, depletion and amortization,

Five putative class action lawsuits challengingpurchase accounting allocations and subsequent realizability of intangible assets, fair value measurements used in the PVR Acquisitiongoodwill impairment test, market value of inventory, assets and liabilities resulting from the regulated ratemaking process, contingency reserves and environmental reserves. Actual results could differ from those estimates.
Revenue Recognition.  Revenues for sales of natural gas and NGLs are currently pending. Allrecognized at the later of these cases name PVR, PVR GPthe time of delivery of the product to the customer or the time of sale. Revenues from service labor, transportation, treating, compression and gas processing, are recognized upon completion of the current directorsservice. Transportation capacity payments are recognized when earned in the period the capacity is made available.
The results of PVR GP,ETP’s intrastate transportation and storage and interstate transportation operations are determined primarily by the amount of capacity ETP’s customers reserve as well as the Partnershipactual volume of natural gas that flows through the transportation pipelines. Under transportation contracts, ETP customers are charged (i) a demand fee, which is a fixed fee for the reservation of an agreed amount of capacity on the transportation pipeline for a specified period of time and which obligates the customer to pay even if the customer does not transport natural gas on the respective pipeline, (ii) a transportation fee, which is based on the actual throughput of natural gas by the customer, (iii) fuel retention based on a percentage of gas transported on the pipeline, or (iv) a combination of the three, generally payable monthly. Excess fuel retained after consumption is typically valued at market prices.
ETP’s intrastate transportation and storage operations also generate revenues and margin from the sale of natural gas to electric utilities, independent power plants, local distribution companies, industrial end-users and other marketing companies on the HPL System. Generally, ETP purchases natural gas from the market, including purchases from the midstream marketing operations, and from producers at the wellhead.
In addition, ETP’s intrastate transportation and storage operations generate revenues and margin from fees charged for storing customers’ working natural gas in our storage facilities. ETP also engages in natural gas storage transactions in which ETP seeks to find and profit from pricing differences that occur over time utilizing the Bammel storage reservoir. ETP purchases physical natural gas and then sells financial contracts at a price sufficient to cover ETP’s carrying costs and provide for a gross profit margin. ETP expects margins from natural gas storage transactions to be higher during the periods from November to March of each year and lower during the period from April through October of each year due to the increased demand for natural gas during colder weather. However, ETP cannot assure that management’s expectations will be fully realized in the future and in what time period, due to various factors including weather, availability of natural gas in regions in which we operate, competitive factors in the energy industry, and other issues.
Results from ETP’s midstream operations are determined primarily by the volumes of natural gas gathered, compressed, treated, processed, purchased and sold through ETP’s pipeline and gathering systems and the General Partner (collectively,level of natural gas and NGL prices. ETP generates midstream revenues and gross margins principally under fee-based or other arrangements in which ETP receives a fee for natural gas gathering, compressing, treating or processing services. The revenue earned from these arrangements is directly related to the “Regency Defendants”), as defendants. Eachvolume of the lawsuits has been brought bynatural gas that flows through ETP’s systems and is not directly dependent on commodity prices.
ETP also utilizes other types of arrangements in ETP’s midstream operations, including (i) discount-to-index price arrangements, which involve purchases of natural gas at either (1) a purported unitholder of PVR, both individuallypercentage discount to a specified index price, (2) a specified index price less a fixed amount or (3) a percentage discount to a specified index price less an additional fixed amount, (ii) percentage-of-proceeds arrangements under which we gather and process natural gas on behalf of a putative class consisting of public unitholders of PVR. The lawsuits generally allege, among other things, thatproducers, sell the directors of PVR GP breached their fiduciary dutiesresulting residue gas and NGL volumes at market prices and remit to unitholders of PVR, that PVR GP, PVR and the Regency Defendants aided and abetted the directors of PVR GP in the alleged breach of these fiduciary duties, and, as to the actions in federal court, that some or all of PVR, PVR GP, and the directors of PVR GP violated Section 14(a)producers an agreed upon percentage of the Exchange Act and Rule 14a-9 promulgated thereunder and Section 20(a) of the Exchange Act. The lawsuits purport to seek, in general, (i) injunctive relief, (ii) disclosure of certain additional information concerning the transaction, (iii) in the event the merger is consummated, rescission or an award of rescissory damages, (iv) an award of plaintiffs’ costs and (v) the accounting for damages allegedly causes by the defendants to these actions, and, (iv) such further relief as the court deems just and proper. The styles of the pending cases are as follows: David Naiditch v. PVR Partners, L.P., et al. (Case No. 9015-VCL) in the Court of Chancery of

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the State of Delaware); Charles Monatt v. PVR Partners, LP, et al. (Case No. 2013-10606) and Saul Srour v. PVR Partners, L.P., et al. (Case No. 2013-011015), each pending in the Court of Common Pleas for Delaware County, Pennsylvania; Stephen Bushansky v. PVR Partners, L.P., et al. (C.A. No. 2:13-cv-06829-HB); and Mark Hinnau v. PVR Partners, L.P., et al. (C.A. No. 2:13-cv-07496-HB), pending in the United States District Court for the Eastern District of Pennsylvania.

On January 28, 2014, the defendants entered into a Memorandum of Understanding (“MOU”) with Monatt, Srour, Bushansky, Naiditch and Hinnau pursuant to which defendants and the referenced plaintiffs agreed in principle to a settlement of their lawsuits (“Settled Lawsuits”), which will be memorialized in a separate settlement agreement, subject to customary conditions, including consummation of the PVR Acquisition, completion of certain confirmatory discovery, class certification and final approval by the Court of Common Pleas for Delaware County, Pennsylvania. If the Court approves the settlement, the Settled Lawsuits will be dismissed with prejudice and all defendants will be released from any and all claims relating to the Settled Lawsuits.
The settlement will not affect any provisions of the merger agreement or the form or amount of consideration to be received by PVR unitholders in the PVR Acquisition. The defendants have denied and continue to deny any wrongdoing or liability with respect to the plaintiffs’ claims in the aforementioned litigation and have entered into the settlement to eliminate the uncertainty, burden, risk, expense, and distraction of further litigation.
Other Litigation and Contingencies
In November 2011, a derivative lawsuit was filed in the Judicial District Court of Harris County, Texas naming as defendants ETP, ETP GP, ETP LLC, the boards of directors of ETP LLC (collectively with ETP GP and ETP LLC, the “ETP Defendants”), certain members of management for ETP and ETE, ETE, and Southern Union.  The lawsuit is styled W. J. Garrett Trust v. Bill W. Byrne, et al., Cause No. 2011-71702, in the 157th Judicial District Court of Harris County, Texas.  Plaintiffs assert claims for breaches of fiduciary duty, breaches of contractual duties, and acts of bad faith against each of the ETP Defendants and the individual defendants.  Plaintiffs also assert claims for aiding and abetting and tortious interference with contract against Southern Union.  On October 5, 2012, certain defendants filed a motion for summary judgment with respect to the primary allegations in this action.  On December 13, 2012, Plaintiffs filed their opposition to the motion for summary judgment.  Defendants filed a reply on December 19, 2012.  On December 20, 2012, the court conducted an oral hearing on the motion.  Plaintiffs filed a post-hearing sur-reply on January 7, 2013.  On January 16, 2013, the Court granted defendants’ motion for summary judgment.  The parties agreed to settle the matter and executed a memorandum of understanding. On October 4, 2013, the Court approved the settlement and ordered the case dismissed with prejudice.
We or our subsidiaries are a party to various legal proceedings and/or regulatory proceedings incidental to our businesses. For each of these matters, we evaluate the merits of the case, our exposure to the matter, possible legal or settlement strategies, the likelihood of an unfavorable outcome and the availability of insurance coverage. If we determine that an unfavorable outcome of a particular matter is probable and can be estimated, we accrue the contingent obligation, as well as any expected insurance recoverable amounts related to the contingency. As of December 31, 2013 and 2012, accruals of approximately $46 million and $42 million, respectively, were reflected on our balance sheets related to these contingent obligations. As new information becomes available, our estimates may change. The impact of these changes may have a significant effect on our results of operations in a single period.
The outcome of these matters cannot be predicted with certainty, and there can be no assurance that the outcome of a particular matter will not result in the payment of amounts that have not been accrued for the matter. Furthermore, we may revise accrual amounts prior to the resolution of a particular contingency based on changes in facts and circumstances or in the expected outcome.
No amounts have been recorded in our December 31, 2013 or 2012 consolidated balance sheets for contingencies and current litigation, other than amounts disclosed herein.
Litigation Related to Incident at JJ’s Restaurant.  On February 19, 2013, there was a natural gas explosion at JJ’s Restaurant located at 910 W. 48th Street in Kansas City, Missouri.  Effective September 1, 2013, Laclede Gas Company, a subsidiary of The Laclede Group, Inc. (“Laclede”), assumed any and all liability arising from this incident in ETP’s sale of the assets of MGE to Laclede.
Attorney General of the Commonwealth of Massachusetts v New England Gas Company.On July 7, 2011, the Massachusetts Attorney General filed a regulatory complaint with the MDPU against New England Gas Company with respect to certain environmental cost recoveries. The Attorney General is seeking a refund to New England Gas Company customers for alleged “excessive and imprudently incurred costs” related to legal fees associated with Southern Union’s environmental response activities. In the complaint, the Attorney General requests that the MDPU initiate an investigation into the New England Gas

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Company’s collection and reconciliation of recoverable environmental costs including: (i) the prudence of any and all legal fees, totaling approximately $19 million, that were charged by the Kasowitz, Benson, Torres & Friedman firm and passed through the recovery mechanism since 2005, the year when a partner in the firm, Southern Union’s Vice Chairman, President and COO, joined Southern Union’s management team; (ii) the prudence of any and all legal fees that were charged by the Bishop, London & Dodds firm and passed through the recovery mechanism since 2005, the period during which a member of the firm served as Southern Union’s Chief Ethics Officer; and (iii) the propriety and allocation of certain legal fees charged that were passed through the recovery mechanism that the Attorney General contends only would qualify for a lesser, 50%, level of recovery. Southern Union has filed its answer denying the allegations and moved to dismiss the complaint, in part on a theory of collateral estoppel.  The hearing officer has deferred consideration of Southern Union’s motion to dismiss.  The AG’s motion to be reimbursed expert and consultant costs by Southern Union of up to $150,000 was granted.  By tariff, these costs are recoverable through rates charged to New England Gas Company customers. The hearing officer previously stayed discovery pending resolution of a dispute concerning the applicability of attorney-client privilege to legal billing invoices.  The MDPU issued an interlocutory order on June 24, 2013 that lifted the stay, and discovery has resumed. Southern Union believes it has complied with all applicable requirements regarding its filings for cost recovery and has not recorded any accrued liability; however, Southern Union will continue to assess its potential exposure for such cost recoveries as the matter progresses.
Air Quality Control. SUGS is currently negotiating settlements to certain enforcement actions by the NMED and the TCEQ. The TCEQ recently initiated a state-wide emissions inventory for the sulfur dioxide emissions from sites with reported emissions of 10 tons per year or more. If this data demonstrates that any source or group of sources may cause or contribute to a violation of the National Ambient Air Quality Standards, they must be sufficiently controlled to ensure timely attainment of the standard. This may potentially affect three SUGS recovery units in Texas. It is unclear at this time how the NMED will address the sulfur dioxide standard.
Compliance Orders from the New Mexico Environmental Department. SUGS has been in discussions with the NMED concerning allegations of violations of New Mexico air regulations related to the Jal #3 and Jal #4 facilities. Hearings on the compliance orders were delayed until March 2014 to allow the parties to pursue substantive settlement discussions. SUGS has meritorious defenses to the NMED claims and can offer significant mitigating factors to the claimed violations. SUGS has recorded a liability of less than $1 million related to the claims and will continue to assess its potential exposure to the allegations as the matter progresses.
Environmental Matters
Our operations are subject to extensive federal, state and local environmental and safety laws and regulations that require expenditures to ensure compliance, including related to air emissions and wastewater discharges, at operating facilities and for remediation at current and former facilities as well as waste disposal sites. Although we believe our operations are in substantial compliance with applicable environmental laws and regulations, risks of additional costs and liabilities are inherent in the business of transporting, storing, gathering, treating, compressing, blending and processing natural gas, natural gas liquids and other products. As a result, there can be no assurance that significant costs and liabilities will not be incurred. Costs of planning, designing, constructing and operating pipelines, plants and other facilities must incorporate compliance with environmental laws and regulations and safety standards. Failure to comply with these laws and regulations may result in the assessment of administrative, civil and criminal penalties, the imposition of remedial obligations, the issuance of injunctions and the filing of federally authorized citizen suits. Contingent losses related to all significant known environmental matters have been accrued and/or separately disclosed. However, we may revise accrual amounts prior to resolution of a particular contingency based on changes in facts and circumstances or changes in the expected outcome.
Environmental exposures and liabilities are difficult to assess and estimate due to unknown factors such as the magnitude of possible contamination, the timing and extent of remediation, the determination of our liability in proportion to other parties, improvements in cleanup technologies and the extent to which environmental laws and regulations may change in the future. Although environmental costs may have a significant impact on the results of operations for any single period, we believe that such costs will not have a material adverse effect on our financial position.
Based on information available at this time and reviews undertaken to identify potential exposure, we believe the amount reserved for environmental matters is adequate to cover the potential exposure for cleanup costs.

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Environmental Remediation
Our subsidiaries are responsible for environmental remediation at certain sites, including the following:
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.
Southern Union’s distribution operations are responsible for soil and groundwater remediation at certain sites related to manufactured gas plants (“MGPs”) and may also be responsible for the removal of old MGP structures.
Currently operating Sunoco retail sites.
Legacy sites related to Sunoco, that are subject to environmental assessments include formerly owned terminals and other logistics assets, retail sites that Sunoco no longer operates, closed and/or sold refineries and other formerly owned sites.
Sunoco 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, 2013, Sunoco had been named as a PRP at 40 identified or potentially identifiable as “Superfund” sites under federal and/or comparable state law. Sunoco is usually one of a number of companies identified as a PRP at a site. Sunoco has reviewed the nature and extent of its involvement at each site and other relevant circumstances and, based upon Sunoco’s purported nexus to the sites, believes that its potential liability associated with such sites will not be significant.
To the extent estimable, expected remediation costs are included in the amounts recorded for environmental matters in our consolidated balance sheets. In some circumstances, future costs cannot be reasonably estimated because remediation activities are undertaken as claims are made by customers and former customers. To the extent that an environmental remediation obligation is recorded by a subsidiary that applies regulatory accounting policies, amounts that are expected to be recoverable through tariffs or rates are recorded as regulatory assets on our consolidated balance sheets.
The table below reflects the amounts of accrued liabilities recorded in our consolidated balance sheets related to environmental matters that are considered to be probable and reasonably estimable. Except for matters discussed above, we do not have any material environmental matters assessed as reasonably possible that would require disclosure in our consolidated financial statements.
 December 31,
 2013 2012
Current$47
 $46
Non-current356
 166
Total environmental liabilities$403
 $212
In 2013, we have established a wholly-owned captive insurance company to bear certain risks associated with environmental obligations related to certain sites that are no longer operating. The premiums paid to the captive insurance company include estimates for environmental claims that have been incurred but not reported,proceeds based on an actuarially determined fully developed claims expense estimate.index price, and (iii) keep-whole arrangements where ETP gathers natural gas from the producer, processes the natural gas and sells the resulting NGLs to third parties at market prices. In suchmany cases, we accrue losses attributable to unasserted claimsETP provides services under contracts that contain a combination of more than one of the arrangements described above. The terms of ETP’s contracts vary based on gas quality conditions, the discounted estimates thatcompetitive environment at the time the contracts are used to develop the premiums paid to the captive insurance company.
During the years ended December 31, 2013signed and 2012, the Partnership recorded $41 million and $12 million, respectively, of expenditures related to environmental cleanup programs.
The EPA’s Spill Prevention, Control and Countermeasures program regulations were recently modified and impose additional requirements on many of our facilities. We expect to expend resources on tank integrity testing and any associated corrective actions as well as potential upgrades to containment structures to comply with the new rules. Costs associated with tank integrity testing and resulting corrective actions cannot be reasonably estimated at this time, but we believe such costs will not have a material adverse effect on our financial position, results of operations or cash flows.
On August 20, 2010, the EPA published new regulations under the federal Clean Air Act (“CAA”) to control emissions of hazardous air pollutants from existing stationary reciprocal internal combustion engines. The rule will require us to undertake certain expenditures and activities, likely including purchasing and installing emissions control equipment. In response to

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an industry group legal challenge to portions of the rule in the U.S. Court of Appeals for the D.C. Circuit and a Petition for Administrative Reconsideration to the EPA, on March 9, 2011, the EPA issued a new proposed rule and direct final rule effective on May 9, 2011 to clarify compliance requirements related to operation and maintenance procedures for continuous parametric monitoring systems. If no further changes to the standard are madecustomer requirements. ETP’s contract mix may change as a result of commentschanges in producer preferences, expansion in regions where some types of contracts are more common and other market factors.
ETP conducts marketing activities in which ETP markets the natural gas that flows through ETP’s assets, referred to as on-system gas. ETP also attracts other customers by marketing volumes of natural gas that do not move through ETP’s 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 supply points and sells that natural gas to utilities, industrial consumers, other marketers and pipeline companies, thereby generating gross margins based upon the proposed rule, we woulddifference between the purchase and resale prices.
ETP has a risk management policy that provides for oversight over ETP’s marketing activities. These activities are monitored independently by ETP’s risk management function and must take place within predefined limits and authorizations. As a result of ETP’s use of derivative financial instruments that may not expectqualify for hedge accounting, the degree of earnings volatility that the costcan occur may be significant, favorably or unfavorably, from period to comply with the rule’s requirements will have a material adverse effect on our financial condition or results of operations. Compliance with the final rule was required by October 2013, and the Partnership believes it is in compliance.
On June 29, 2011, the EPA finalized a rule under the CAA that revised the new source performance standards for manufacturers, owners and operators of new, modified and reconstructed stationary internal combustion engines. The rule became effective on August 29, 2011. The rule modifications may require usperiod. ETP attempts to undertake significant expenditures, including expenditures for purchasing, installing, monitoring and maintaining emissions control equipment, if we replace equipment or expand existing facilities in the future. Atmanage this point, we are not able to predict the cost to comply with the rule’s requirements, because the rule applies only to changes we might make in the future.
Our pipeline operations are subject to regulation by the DOT under the PHMSA, pursuant to which the PHMSA has established requirements relating to the design, installation, testing, construction, operation, replacement and management of pipeline facilities. Moreover, the PHMSA,volatility through the Officeuse of Pipeline Safety, has promulgated a rule requiring pipeline operators to develop integrity management programs to comprehensively evaluate their pipelines,daily position and take measures to protect pipeline operations located in what the rule refers to as “high consequence areas.” Activities under these integrity management programs involve the performance of internal pipeline inspections, pressure testing or other effective means to assess the integrity of these regulated pipeline segments,profit and the regulations require prompt action to address integrity issues raised by the assessment and analysis. Integrity testing and assessment of all of these assets will continue, and the potential exists that results of such testing and assessment could cause us to incur future capital and operating expenditures for repairs or upgrades deemed necessary to ensure the continued safe and reliable operation of our pipelines; however, no estimate can be made at this time of the likely range of such expenditures.
Our operations are also subject to the requirements of the OSHA, and comparable state laws that regulate the protection of the health and safety of employees. In addition, OSHA’s hazardous communication standard requires that information be maintained about hazardous materials used or produced in our operations and that this information beloss reports provided to employees, statesenior management and local government authoritiespredefined limits and citizens. We believe that our operations areauthorizations set forth in substantial compliance with the OSHA requirements, including general industry standards, record keeping requirements, and monitoring of occupational exposure to regulated substances.
12.PRICE RISK MANAGEMENT ASSETS AND LIABILITIES:
Commodity Price Risk
We are exposed to market risks related to the volatility of commodity prices. To manage the impact of volatility from these prices, our subsidiaries utilize various exchange-traded and OTC commodity financial instrument contracts. These contracts consist primarily of futures, swaps and options and are recorded at fair value in our consolidated balance sheets. Following is a description of priceETP’s risk management activities by segment.policy.
ETP
ETP injects and holds natural gas in itsour Bammel storage facility to take advantage of contango markets, (i.e., when the price of natural gas is higher in the future than the current spot price).price. ETP uses financial derivatives to hedge the natural gas held in connection with these arbitrage opportunities. At the inception of the hedge, ETP locks in a margin by purchasing gas in the spot market or off peak season and entering into a financial contract to lock in the sale price. If ETP designates the related financial contract as a fair value hedge for accounting purposes, ETP values the hedged natural gas inventory at current spot market prices along with the financial derivative ETP uses to hedge it. Changes in the spread between the forward natural gas prices designated as fair value hedges and the physical inventory spot priceprices result in unrealized gains or losses until the underlying physical gas is withdrawn and the related designated derivatives are settled. Once the gas is withdrawn and the designated derivatives are settled, the previously unrealized gains or losses associated with these positions are realized. Unrealized margins represent the unrealized gains or losses from our derivative instruments using mark-to-market accounting, with changes in the fair value of our derivatives being recorded directly in earnings. These margins fluctuate based upon changes in the spreads between the physical spot priceprices and forward natural gas prices. If the spread narrows between the physical and financial prices, ETP will record unrealized gains or lower unrealized losses. If the spread widens, ETP will record unrealized losses or lower unrealized gains. Typically, as ETP enters the winter months, the spread converges so that we recognizeETP recognizes in earnings the original locked-inlocked in spread, either through either mark-to-market adjustments or the physical withdrawwithdrawal of natural gas.

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ETP is also exposedloss pass to market risk onthe customer.
In ETP’s natural gas it retainscompression business, revenue is recognized for fees in its intrastate transportationcompressor packages and technical service jobs using the completed contract method which recognizes revenue upon completion of the job. Costs incurred on a job are deducted at the time revenue is recognized.
Terminalling and storage revenues are recognized at the time the services are provided. Pipeline revenues are recognized upon delivery of the barrels to the location designated by the shipper. Crude oil acquisition and marketing revenues, as well as refined product marketing revenues, are recognized when title to the product is transferred to the customer. Revenues are not recognized for crude oil exchange transactions, which are entered into primarily to acquire crude oil of a desired quality or to reduce transportation costs by taking delivery closer to end markets. Any net differential for exchange transactions is recorded as an adjustment of inventory costs in the purchases component of cost of products sold and operating expenses in the statements of operations.
Retail marketing operations sell gasoline and operationaldiesel in addition to a broad mix of merchandise such as groceries, fast foods and beverages at its convenience stores. A portion of our gasoline and diesel sales are to wholesale customers on a consignment basis, in which we retain title to inventory, control access to and sale of fuel inventory, and recognize revenue at the time the fuel is sold to the ultimate customer. We typically own the fuel dispensing equipment and underground storage tanks at consignment sites, and in some cases we own the entire site and have entered into an operating lease whit the wholesale customer operating the site. In addition, our retail outlets derive other income from lottery ticket sales, money orders, prepaid phone cards and wireless services, ATM transactions, car washes, movie rental and other ancillary product and service offerings. Some of Sunoco, Inc.’s retail outlets provide a variety of car care services. Revenues related to the sale of products are recognized when title passes, while service revenues are recorded on a net commission basis and are recognized when services are provided. Title passage generally occurs when products are shipped or delivered in accordance with the terms of the respective sales agreements. In addition, revenues are not recognized until sales prices are fixed or determinable and collectability is reasonably assured.
Regulatory Assets and Liabilities.  Certain of our subsidiaries are subject to regulation by certain state and federal authorities and have accounting policies that conform to FASB Accounting Standards Codification (“ASC”) Topic 980, Regulated Operations, which is in accordance with the accounting requirements and ratemaking practices of the regulatory authorities. The application of these accounting policies allows certain of our regulated entities to defer expenses and revenues on the balance sheet as regulatory assets and liabilities when it is probable that those expenses and revenues will be allowed in the ratemaking process in a period different from the period in which they would have been reflected in the consolidated statement of operations by an unregulated company. These deferred assets and liabilities will be reported in results of operations in the period in which the same amounts are included in rates and recovered from or refunded to customers. Management’s assessment of the probability of recovery or pass through of regulatory assets and liabilities will require judgment and interpretation of laws and regulatory commission orders. If, for any reason, we cease to meet the criteria for application of regulatory accounting treatment for all or part of our operations, the regulatory assets and liabilities related to those portions ceasing to meet such criteria would be eliminated from the consolidated balance sheet for the period in which the discontinuance of regulatory accounting treatment occurs.
Accounting for Derivative Instruments and Hedging Activities.  ETP utilizes various exchange-traded and over-the-counter commodity financial instrument contracts to limit their exposure to margin fluctuations in natural gas, sales onNGL and refined products.

These contracts consist primarily of commodity futures and swaps. In addition, prior to ETP’s contribution of its interstate transportation and storage operations.retail propane activities to AmeriGas, ETP uses financialused derivatives to limit its exposure to propane market prices.
If ETP designates a derivative financial instrument as a cash flow hedge and it qualifies for hedge accounting, the sales pricechange in the fair value is deferred in AOCI until the underlying hedged transaction occurs. Any ineffective portion of this gas, including futures, swapsa cash flow hedge’s change in fair value is recognized each period in earnings. Gains and options. Certain contractslosses deferred in AOCI related to cash flow hedges remain in AOCI until the underlying physical transaction occurs, unless it is probable that the forecasted transaction will not occur by the end of the originally specified time period or within an additional two-month period of time thereafter. For financial derivative instruments that do not qualify for hedge accounting, are designatedthe change in fair value is recorded in cost of products sold in the consolidated statements of operations.
If ETP designates a hedging relationship as cash flow hedgesa fair value hedge, they record the changes in fair value of the forecasted salehedged asset or liability in cost of natural gas. The changeproducts sold in the consolidated statement of operations. This amount is offset by the changes in fair value toof the extentrelated hedging instrument. Any ineffective portion or amount excluded from the contracts are effective, remainsassessment of hedge ineffectiveness is also included in AOCI until the forecasted transaction occurs. When the forecasted transaction occurs, any gain or loss associated with the derivative is recorded in cost of products sold in the consolidated statement of operations.
ETP utilizes published settlement prices for exchange-traded contracts, quotes provided by brokers, and estimates of market prices based on daily contract activity to estimate the fair value of these contracts. Changes in the methods used to determine the fair value of these contracts could have a material effect on our results of operations. We do not anticipate future changes in the methods used to determine the fair value of these derivative contracts. See “Item 7A. Quantitative and Qualitative Disclosures about Market Risk,” for further discussion regarding our derivative activities.
Fair Value of Financial Instruments.  We have commodity derivatives, interest rate derivatives and embedded derivatives in the ETP Preferred Units that are accounted for as assets and liabilities at fair value in our consolidated balance sheets. We determine the fair value of our assets and liabilities subject to fair value measurement by using the highest possible “level” of inputs. Level 1 inputs are observable quotes in an active market for identical assets and liabilities. We consider the valuation of marketable securities and commodity derivatives transacted through a clearing broker with a published price from the appropriate exchange as a Level 1 valuation. Level 2 inputs are inputs observable for similar assets and liabilities. We consider OTC commodity derivatives entered into directly with third parties as a Level 2 valuation since the values of these derivatives are quoted on an exchange for similar transactions. Additionally, we consider our options transacted through our clearing broker as having Level 2 inputs due to the level of activity of these contracts on the exchange in which they trade. We consider the valuation of our interest rate derivatives as Level 2 as the primary input, the LIBOR curve, is alsobased on quotes from an active exchange of Eurodollar futures for the same period as the future interest swap settlements. Level 3 inputs are unobservable. Derivatives related to the embedded derivatives in our preferred units are valued using a binomial lattice model. The market inputs utilized in the model include credit spread, probabilities of the occurrence of certain events, common unit price, dividend yield, and expected value, and are considered level 3. See further information on our fair value assets and liabilities in Note 2 of our consolidated financial statements.
Impairment of Long-Lived Assets and Goodwill.  Long-lived assets are required to be tested for recoverability whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Goodwill and intangibles with indefinite lives must be tested for impairment annually or more frequently if events or changes in circumstances indicate that the related asset might be impaired. An impairment loss should be recognized only if the carrying amount of the asset/goodwill is not recoverable and exceeds its fair value.
In order to test for recoverability when performing a quantitative impairment test, we must make estimates of projected cash flows related to the asset, which include, but are not limited to, assumptions about the use or disposition of the asset, estimated remaining life of the asset, and future expenditures necessary to maintain the asset’s existing service potential. In order to determine fair value, we make certain estimates and assumptions, including, among other things, changes in general economic conditions in regions in which our markets are located, the availability and prices of natural gas, our ability to negotiate favorable sales agreements, the risks that natural gas exploration and production activities will not occur or be successful, our dependence on certain significant customers and producers of natural gas, and competition from other companies, including major energy producers. While we believe we have made reasonable assumptions to calculate the fair value, if future results are not consistent with our estimates, we could be exposed to future impairment losses that could be material to our results of operations.
Property, Plant and Equipment.  Expenditures for maintenance and repairs that do not add capacity or extend the useful life are expensed as incurred. Expenditures to refurbish assets that either extend the useful lives of the asset or prevent environmental contamination are capitalized and depreciated over the remaining useful life of the asset. Additionally, ETP capitalizes certain costs directly related to the construction of assets including internal labor costs, interest and engineering costs. Upon disposition or retirement of pipeline components or natural gas plant components, any gain or loss is recorded to accumulated depreciation. When entire pipeline systems, gas plants or other property and equipment are retired or sold, any gain or loss is included in the

consolidated statement of operations. Depreciation of property, plant and equipment is provided using the straight-line method based on their estimated useful lives ranging from 1 to 99 years. Changes in the estimated useful lives of the assets could have a material effect on our results of operation. We do not anticipate future changes in the estimated useful lives of our property, plant and equipment.
Asset Retirement Obligations.   We have determined that we are obligated by contractual or regulatory requirements to remove facilities or perform other remediation upon retirement of certain assets. The fair value of any ARO is determined based on estimates and assumptions related to retirement costs, which the Partnership bases on historical retirement costs, future inflation rates and credit-adjusted risk-free interest rates. These fair value assessments are considered to be Level 3 measurements, as they are based on both observable and unobservable inputs. Changes in the liability are recorded for the passage of time (accretion) or for revisions to cash flows originally estimated to settle the ARO.
An ARO is required to be recorded when a legal obligation to retire an asset exists and such obligation can be reasonably estimated. We will record an asset retirement obligation in the periods in which management can reasonably estimate the settlement dates.
Except for certain amounts recorded by Panhandle and Sunoco Logistics discussed below, management was not able to reasonably measure the fair value of asset retirement obligations as of December 31, 2016 and 2015, in most cases because the settlement dates were indeterminable. Although a number of other onshore assets in Panhandle’s system are subject to agreements or regulations that give rise to an ARO upon Panhandle’s discontinued use of these assets, AROs were not recorded because these assets have an indeterminate removal or abandonment date given the expected continued use of the assets with proper maintenance or replacement. Sunoco, Inc. has legal asset retirement obligations for several other assets at its previously owned refineries, pipelines and terminals, for which it is not possible to estimate when the obligations will be settled. Consequently, the retirement obligations for these assets cannot be measured at this time. At the end of the useful life of these underlying assets, Sunoco, Inc. is legally or contractually required to abandon in place or remove the asset. Sunoco Logistics believes it may have additional asset retirement obligations related to its pipeline assets and storage tanks, for which it is not possible to estimate whether or when the retirement obligations will be settled. Consequently, these retirement obligations cannot be measured at this time.
Individual component assets have been and will continue to be replaced, but the pipeline and the natural gas gathering and processing systems will continue in operation as long as supply and demand for natural gas exists. Based on the widespread use of natural gas in industrial and power generation activities, management expects supply and demand to exist for the foreseeable future.  We have in place a rigorous repair and maintenance program that keeps the pipelines and the natural gas gathering and processing systems in good working order. Therefore, although some of the individual assets may be replaced, the pipelines and the natural gas gathering and processing systems themselves will remain intact indefinitely.
Long-lived assets related to AROs aggregated $14 million and $18 million, and were reflected as property, plant and equipment on our balance sheet as of December 31, 2016 and 2015, respectively. In addition, the Partnership had $13 million and $6 million legally restricted funds for the purpose of settling AROs that was reflected as other non-current assets as of December 31, 2016 and 2015, respectively.
Pensions and Other Postretirement Benefit Plans. We are required to measure plan assets and benefit obligations as of its fiscal year-end balance sheet date. We recognize the changes in the funded status of our defined benefit postretirement plans through AOCI or are reflected as a regulatory asset or regulatory liability for regulated subsidiaries.
The calculation of the net periodic benefit cost and benefit obligation requires the use of a number of assumptions. Changes in these assumptions can have a significant effect on the amounts reported in the financial statements. The Partnership believes that the two most critical assumptions are the assumed discount rate and the expected rate of return on plan assets.
The discount rate is established by using a hypothetical portfolio of high-quality debt instruments that would provide the necessary cash flows to pay the benefits when due. Net periodic benefit cost and benefit obligation increases and equity correspondingly decreases as the discount rate is reduced.
The expected rate of return on plan assets is based on long-term expectations given current investment objectives and historical results. Net periodic benefit cost increases as the expected rate of return on plan assets is correspondingly reduced.
Legal Matters.We are subject to litigation and regulatory proceedings as a result of our business operations and transactions. We utilize both internal and external counsel in evaluating our potential exposure to adverse outcomes from claims, orders, judgments or settlements. To the extent that actual outcomes differ from our estimates, or additional facts and circumstances cause us to revise our estimates, our earnings will be affected. We expense legal costs as incurred, and all recorded legal liabilities are revised as required as better information becomes available to us. The factors we consider when recording an accrual for contingencies include, among others: (i) the opinions and views of our legal counsel; (ii) our previous experience; and (iii) the decision of our management as to how we intend to respond to the complaints.

For more information on our litigation and contingencies, see Note 11 to our consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data” in this report.
Environmental Remediation Activities. The Partnership’s accrual for environmental remediation activities reflects anticipated work at identified sites where an assessment has indicated that cleanup costs are probable and reasonably estimable. The accrual for known claims is undiscounted and is based on currently available information, estimated timing of remedial actions and related inflation assumptions, existing technology and presently enacted laws and regulations. It is often extremely difficult to develop reasonable estimates of future site remediation costs due to changing regulations, changing technologies and their associated costs, and changes in the economic environment. Engineering studies, historical experience and other factors are used to identify and evaluate remediation alternatives and their related costs in determining the estimated accruals for environmental remediation activities.
Losses attributable to unasserted claims are generally reflected in the accruals on an undiscounted basis, to the extent they are probable of occurrence and reasonably estimable. ETP has established a wholly-owned captive insurance company to bear certain risks associated with environmental obligations related to certain sites that are no longer operating. The premiums paid to the captive insurance company include estimates for environmental claims that have been incurred but not reported, based on an actuarially determined fully developed claims expense estimate. In such cases, ETP accrues losses attributable to unasserted claims based on the discounted estimates that are used to develop the premiums paid to the captive insurance company.
In general, each remediation site/issue is evaluated individually based upon information available for the site/issue and no pooling or statistical analysis is used to evaluate an aggregate risk for a group of similar items (e.g., service station sites) in determining the amount of probable loss accrual to be recorded. ETP’s estimates of environmental remediation costs also frequently involve evaluation of a range of estimates. In many cases, it is difficult to determine that one point in the range of loss estimates is more likely than any other. In these situations, existing accounting guidance requires that the minimum of the range be accrued. Accordingly, the low end of the range often represents the amount of loss which has been recorded.
In addition to the probable and estimable losses which have been recorded, management believes it is reasonably possible (i.e., less than probable but greater than remote) that additional environmental remediation losses will be incurred. At December 31, 2016, the aggregate of the estimated maximum additional reasonably possible losses, which relate to numerous individual sites, totaled approximately $5 million. This estimate of reasonably possible losses comprises estimates for remediation activities at current logistics and retail assets and, in many cases, reflects the upper end of the loss ranges which are described above. Such estimates include potentially higher contractor costs for expected remediation activities, the potential need to use more costly or comprehensive remediation methods and longer operating and monitoring periods, among other things.
Total future costs for environmental remediation activities will depend upon, among other things, the identification of any additional sites, the determination of the extent of the contamination at each site, the timing and nature of required remedial actions, the nature of operations at each site, the technology available and needed to meet the various existing legal requirements, the nature and terms of cost-sharing arrangements with other potentially responsible parties, the availability of insurance coverage, the nature and extent of future environmental laws and regulations, inflation rates, terms of consent agreements or remediation permits with regulatory agencies and the determination of the Partnership’s liability at the sites, if any, in light of the number, participation level and financial viability of the other parties. The recognition of additional losses, if and when they were to occur, would likely extend over many years. Management believes that the Partnership’s exposure to adverse developments with respect to any individual site is not expected to be material. However, if changes in environmental laws or regulations occur or the assumptions used to estimate losses at multiple sites are adjusted, such changes could impact multiple facilities, formerly owned facilities and third-party sites at the same time. As a result, from time to time, significant charges against income for environmental remediation may occur; however, management does not believe that any such charges would have a material adverse impact on the Partnership’s consolidated financial position.
Deferred Income Taxes. ETE recognizes benefits in earnings and related deferred tax assets for net operating loss carryforwards (“NOLs”) and tax credit carryforwards. If necessary, a charge to earnings and a related valuation allowance are recorded to reduce deferred tax assets to an amount that is more likely than not to be realized by the Partnership in the future. Deferred income tax assets attributable to state and federal NOLs and federal tax alternative minimum tax credit carryforwards totaling $472 million have been included in ETE’s consolidated balance sheet as of December 31, 2016. All of the deferred income tax assets attributable to state and federal NOL benefits expire before 2036 as more fully described below. The state NOL carryforward benefits of $127 million (net of federal benefit) begin to expire in 2017 with a substantial portion expiring between 2029 and 2036. The federal NOLs of $835 million ($292 million in benefits) will expire in 2032 and 2035. Federal tax alternative minimum tax credit carryforwards of $52 million remained at December 31, 2016. We have determined that a valuation allowance totaling $118 million (net of federal income tax effects) is required for the state NOLs at December 31, 2016 primarily due to significant restrictions on their use in the Commonwealth of Pennsylvania. In making the assessment of the future realization of the deferred tax assets, we rely on future reversals of existing taxable temporary differences, tax planning strategies and forecasted taxable

income based on historical and projected future operating results. The potential need for valuation allowances is regularly reviewed by management. If it is more likely than not that the recorded asset will not be realized, additional valuation allowances which increase income tax expense may be recognized in the period such determination is made. Likewise, if it is more likely than not that additional deferred tax assets will be realized, an adjustment to the deferred tax asset will increase income in the period such determination is made.
Forward-Looking Statements
This annual report contains various forward-looking statements and information that are based on our beliefs and those of our General Partner, as well as assumptions made by and information currently available to us. These forward-looking statements are identified as any statement that does not relate strictly to historical or current facts. When used in this annual report, words such as “anticipate,” “project,” “expect,” “plan,” “goal,” “forecast,” “estimate,” “intend,” “could,” “believe,” “may,” “will” and similar expressions and statements regarding our plans and objectives for future operations, are intended to identify forward-looking statements. Although we and our General Partner believe that the expectations on which such forward-looking statements are reasonable, neither we nor our General Partner can give assurances that such expectations will prove to be correct. Forward-looking statements are subject to a variety of risks, uncertainties and assumptions. If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, our actual results may vary materially from those anticipated, estimated, projected or expected. Among the key risk factors that may have a direct bearing on our results of operations and financial condition are:
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 our significant level of stand-alone and consolidated debt and the incurrence or assumption of additional debt in connection with our proposed acquisition of WMB;
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.
You should not put undue reliance on any forward-looking statements. When considering forward-looking statements, please review the risks described under “Item 1A. Risk Factors” in this annual report. Any forward-looking statement made by us in this Annual Report on Form 10-K is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
Inflation
Interest rates on existing and future credit facilities and future debt offerings could be significantly higher than current levels, causing our financing costs to increase accordingly. Although increased financing costs could limit our ability to raise funds in the capital markets, we expect to remain competitive with respect to acquisitions and capital projects since our competitors would face similar circumstances.
Inflation in the United States has been relatively low in recent years and has not had a material effect on our results of operations. It may in the future, however, increase the cost to acquire or replace property, plant and equipment and may increase the costs of labor and supplies. Our operating revenues and costs are influenced to a greater extent by commodity price changes. To the extent permitted by competition, regulation and our existing agreements, we have and will continue to pass along a portion of increased costs to our customers in the form of higher fees.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
(Tabular dollar amounts are in millions)
Market risk on NGLsincludes the risk of loss arising from adverse changes in market rates and residueprices. We face market risk from commodity variations, risk and interest rate variations, and to a lesser extent, credit risks. From time to time, we may utilize derivative financial instruments as described below to manage our exposure to such risks.
Commodity Price Risk
We are exposed to market risks related to the volatility of commodity prices. To manage the impact of volatility from these prices, we utilize various exchange-traded and OTC commodity financial instrument contracts. These contracts consist primarily of futures, swaps and options and are recorded at fair value in our consolidated balance sheets.
We use futures and basis swaps, designated as fair value hedges, to hedge our natural gas it retainsinventory stored in our Bammel storage facility. At hedge inception, we lock in a margin by purchasing gas in the spot market or off peak season and entering into a

financial contract. Changes in the spreads between the forward natural gas prices and the physical inventory spot price result in unrealized gains or losses until the underlying physical gas is withdrawn and the related designated derivatives are settled. Once the gas is withdrawn and the designated derivatives are settled, the previously unrealized gains or losses associated with these positions are realized.
We use futures, swaps and options to hedge the sales price of natural gas we retain for fees in itsour intrastate transportation and storage operations and operational gas sales on our interstate transportation and storage operations. These contracts are not designated as hedges for accounting purposes.
We use NGL and crude derivative swap contracts to hedge forecasted sales of NGL and condensate equity volumes we retain for fees in our midstream operations whereby itsour subsidiaries generally gather and process natural gas on behalf of producers, sell the resulting residue gas and NGL volumes at market prices and remit to producers an agreed upon percentage of the proceeds based on an index price for the residue gas and NGLs. ETP uses NGL and crude derivative swap contracts to hedge forecasted sales of NGL and condensate equity volumes. Certain contracts that qualify for hedge accounting are accounted for as cash flow hedges. The change in value, to the extent theNGL. These contracts are effective, remains in AOCI until the forecasted transaction occurs. When the forecasted transaction occurs, any gain or loss associated with the derivative is recorded in cost of products sold in the consolidated statement of operations.not designated as hedges for accounting purposes.
ETP mayWe use derivatives in ETP’s NGLour liquids transportation and services operations to manage ETP’sour storage facilities and the purchase and sale of purity NGLs.NGL. These contracts are not designated as hedges for accounting purposes.
Sunoco Logistics utilizes derivatives such as swaps, futures and other derivative instruments to mitigate the risk associated with market movements in the price of refined products and NGLs. These derivative contracts act as a hedging mechanism against the volatility of prices by allowing Sunoco Logistics to transfer this price risk to counterparties who are able and willing to bear it. Since the first quarter 2013, Sunoco Logistics has not designated any of its derivative contracts as hedges for accounting purposes. Therefore, all realized and unrealized gains and losses from these derivative contracts are recognized in the consolidated statements of operations during the current period.
ETP’s trading activities include theWe use of financial commodity derivatives to take advantage of market opportunities. Theseopportunities in our trading activities are awhich complement to itsour transportation and storage operations and are netted in cost of products sold in theour consolidated statements of operations. Additionally, ETPWe also hashave trading and marketing activities related to power and natural gas in itsour all other operations which are also netted in cost of products sold. As a result of itsour trading activities and the use of derivative financial instruments in itsour transportation and storage operations, the degree of earnings volatility that can occur may be significant, favorably or unfavorably, from period to period. ETP attemptsWe attempt to manage this volatility through the use of daily position and profit and loss reports provided to our risk oversight committee, which includes members of senior management, and the limits and authorizations set forth in ETP’sour commodity risk management policy.
Derivatives are utilized in ETP’s other operations in order to mitigate price volatilityThe tables below summarize commodity-related financial derivative instruments, fair values and manage fixed price exposure incurred from contractual obligations. ETP attempts to maintain balanced positions in its marketing activities to protect against volatilitythe effect of an assumed hypothetical 10% change in the energy commodities markets; however, net unbalanced positions can exist.

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Tableunderlying price of Contentsthe commodity as of December 31, 2016 and 2015 for ETP and Sunoco LP, including derivatives related to their respective subsidiaries.

The following table details ETP’s outstanding commodity-related derivatives:
December 31, 2013 December 31, 2012December 31, 2016 December 31, 2015
Notional
Volume
 Maturity 
Notional
Volume
 MaturityNotional Volume Fair Value Asset (Liability) Effect of Hypothetical 10% Change Notional Volume Fair Value Asset (Liability) Effect of Hypothetical 10% Change
Mark-to-Market Derivatives               
(Trading)               
Natural Gas (MMBtu):               
Fixed Swaps/Futures9,457,500
 2014-2019 
 (682,500) $
 $
 (602,500) $(1) $
Basis Swaps IFERC/NYMEX (1)
(487,500) 2014-2017 (30,980,000) 2013-20142,242,500
 (1) 
 (31,240,000) (1) 
Swing Swaps1,937,500
 2014-2016 
 
Power (Megawatt):               
Forwards351,050
 2014 19,650
 2013391,880
 (1) 1
 357,092
 
 2
Futures(772,476) 2014 (1,509,300) 2013109,564
 
 
 (109,791) 2
 
Options — Puts(52,800) 2014 
 (50,400) 
 
 260,534
 
 
Options — Calls103,200
 2014 1,656,400
 2013186,400
 1
 
 1,300,647
 
 3
Crude (Bbls) – Futures103,000
 2014 
 
Crude (Bbls) — Futures(617,000) (4) 6
 (591,000) 4
 3
(Non-Trading)               
Natural Gas (MMBtu):               
Basis Swaps IFERC/NYMEX570,000
 2014 150,000
 201310,750,000
 2
 
 (6,522,500) 
 
Swing Swaps IFERC(9,690,000) 2014-2016 (83,292,500) 2013(5,662,500) (1) 1
 71,340,000
 (1) 
Fixed Swaps/Futures(8,195,000) 2014-2015 27,077,500
 2013(52,652,500) (27) 19
 (14,380,000) (1) 5
Forward Physical Contracts5,668,559
 2014-2015 11,689,855
 2013-2014(22,492,489) 1
 
 21,922,484
 4
 5
Natural Gas Liquid (Bbls) – Forwards/Swaps(280,000) 2014 (30,000) 2013
Refined Products (Bbls) – Futures(1,133,600) 2014 (666,000) 2013
Natural Gas Liquid (Bbls) — Forwards/Swaps      (8,146,800) 10
 13
Forwards/swaps(5,786,627) (40) 35
      
Refined Products (Bbls) — Futures(3,144,000) (21) 18
 (1,289,000) 8
 11
Corn (Bushels) – Futures1,580,000
 
 1
 1,185,000
 
 1
Fair Value Hedging Derivatives               
(Non-Trading)               
Natural Gas (MMBtu):               
Basis Swaps IFERC/NYMEX(7,352,500) 2014 (18,655,000) 2013(36,370,000) 2
 1
 (37,555,000) 
 
Fixed Swaps/Futures(50,530,000) 2014 (44,272,500) 2013(36,370,000) (26) 14
 (37,555,000) 73
 9
Hedged Item — Inventory50,530,000
 2014 44,272,500
 2013
Cash Flow Hedging Derivatives    
(Non-Trading)    
Natural Gas (MMBtu):    
Basis Swaps IFERC/NYMEX(1,825,000) 2014 
 
Fixed Swaps/Futures(12,775,000) 2014 (8,212,500) 2013
Natural Gas Liquid (Bbls) – Forwards/Swaps(780,000) 2014 (930,000) 2013
Refined Products (Bbls) – Futures
  (98,000) 2013
Crude (Bbls) – Futures(30,000) 2014 
 
(1) (1)
Includes aggregate amounts for open positions related to Houston Ship Channel, Waha Hub, NGPL TexOk, West Louisiana Zone and Henry Hub locations.

We expect gains of $4 million related to ETP’s commodity derivativesHouston Ship Channel, Waha Hub, NGPL TexOk, West Louisiana Zone and Henry Hub locations.
The fair values of the commodity-related financial positions have been determined using independent third-party prices, readily available market information and appropriate valuation techniques. Non-trading positions offset physical exposures to be reclassified into earnings over the next 12 months related to amounts currently reportedcash market; none of these offsetting physical exposures are included in AOCI. The amount ultimately realized, however, will differ as commodity pricesthe below tables. Price-risk sensitivities were calculated by assuming a theoretical 10% change (increase or decrease) in price regardless of term or historical relationships between the contractual price of the instruments and the underlying physical transaction occurs.


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Regency
Regency is a net seller of NGLs, condensate andan actual 10% change in prompt month natural gas prices, the fair value of our total derivative portfolios may not change by 10% due to factors such as a result of its gathering and processing operations. The prices of these commodities are impacted by changes inwhen the supply and demand as well as market forces. Regency’s profitability and cash flow are affected by the inherent volatility of these commodities, which could adversely affect its ability to make distributions to its unitholders. Regency manages this commodity price exposure through an integrated strategy that includes management of its contract portfolio, matching sales prices of commodities with purchases, optimization of its portfolio by monitoring basis and other price differentials in operating areas,financial instrument settles and the use of derivative contracts. In some cases, Regency may not be ablelocation to match pricing terms or to cover its risk to price exposure withwhich the financial hedges, and it may be exposed to commodity price risk. Speculative positions are prohibited under Regency’s policy.
Regencyinstrument is exposed to market risks associated with commodity prices, counterparty credit, and interest rates. Regency’s managementtied (i.e., basis swaps) and the board of directors of Regency GP have established comprehensive risk management policiesrelationship between prompt month and procedures to monitor and manage these market risks. Regency GP is responsible for delegation of transaction authority levels, and theforward months.
Interest Rate Risk Management Committee of Regency GP is responsible for the overall management of credit risk and commodity price risk, including monitoring exposure limits. Regency GP’s Risk Management Committee receives regular briefings on positions and exposures, credit exposures, and overall risk management in the context of market activities.
Regency’s Preferred Units (see Note 7) contain embedded derivatives which are required to be bifurcated and accounted for separately, such as the holders’ conversion option and Regency’s call option. These embedded derivatives are accounted for using mark-to-market accounting. Regency does not expect the embedded derivatives to affect its cash flows.
The following table details Regency’s outstanding commodity-related derivatives:
 December 31, 2013 December 31, 2012
 
Notional
Volume
 Maturity 
Notional
Volume
 Maturity
Mark-to-Market Derivatives       
(Non-Trading)       
Natural Gas (MMBtu) — Fixed Swaps/Futures24,455,000
 2014-2015 8,395,000
 2013-2014
Propane (Gallons) — Forwards/Swaps52,122,000
 2014-2015 3,318,000
 2013
NGLs (Barrels) — Forwards/Swaps438,000
 2014 243,000
 2013-2014
WTI Crude Oil (Barrels) — Forwards/Swaps521,000
 2014 356,000
 2014
As of December 31, 2013, Regency has less than $12016, we had $11.60 billion of floating rate debt outstanding. A hypothetical change of 100 basis points would result in a maximum potential change to interest expense of $109 million in net hedging gains in AOCI, all of which will be amortized to earnings over the next 3 months.

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Interest Rate Risk
We are exposed to market risk for changes annually; however, our actual change in interest rates. In orderexpense may be less in a given period due to maintain a cost effective capital structure, we borrow funds using a mix of fixedinterest rate floors included in our variable rate debt and variable rate debt.instruments. We manage a portion of our current interest rate exposuresexposure by utilizing interest rate swaps, to achieve a desired mix of fixed and variable rate debt. We also utilize forward startingincluding forward-starting interest rate swaps to lock inlock-in the rate on a portion of anticipated debt issuances.

The following is a summary oftable summarizes our interest rate swaps outstanding as of December 31, 2013(dollars in millions), none of which are designated as hedges for accounting purposes:
     
Notional Amount
Outstanding
     Notional Amount Outstanding
Entity Term 
Type(1)
 December 31,
2013
 December 31,
2012
 Term 
Type(1)
 December 31, 2016 December 31, 2015
ETE March 2017 Pay a fixed rate of 1.25% and receive a floating rate $
 $500
ETP 
July 2013(2)
 Forward starting to pay a fixed rate of 4.03% and receive a floating rate 
 400
 
July 2016(2)
 Forward-starting to pay a fixed rate of 3.80% and receive a floating rate $
 $200
ETP 
July 2014(2)
 Forward starting to pay a fixed rate of 4.25% and receive a floating rate 400
 400
 
July 2017(3)
 Forward-starting to pay a fixed rate of 3.90% and receive a floating rate 500
 300
ETP July 2018 Pay a floating rate plus a spread of 4.17% and receive a fixed rate of 6.70% 600
 600
 
July 2018(3)
 Forward-starting to pay a fixed rate of 4.00% and receive a floating rate 200
 200
ETP June 2021 Pay a floating rate plus a spread of 2.17% and receive a fixed rate of 4.65% 400
 
 
July 2019(3)
 Forward-starting to pay a fixed rate of 3.25% and receive a floating rate 200
 200
ETP February 2023 Pay a floating rate plus a spread of 1.32% and receive a fixed rate of 3.60% 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
Southern Union(3)
 November 2016 Pay a fixed rate of 2.97% and receive a floating rate 
 75
Southern Union(3)
 November 2021 Pay a fixed rate of 3.801% and receive a floating rate 275
 450
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 startingforward-starting swaps have a termterms of 10 and 30 years with a mandatory terminatetermination date the same as the effective date. During the year ended December 31, 2013, ETP settled $400 million of ETP’s forward-starting interest rate swaps that had an effective date of July 2013.
(3) 
In connectionRepresents the effective date. These forward-starting swaps have a term of 30 years with a mandatory termination date the Panhandle Merger, Southern Union’s interest rate swaps outstanding were assumed by Panhandle.same as the effective date.
A hypothetical change of 100 basis points in interest rates for these interest rate swaps would result in a change in the fair value of the interest rate derivatives and earnings (recognized in gains (losses) on interest rate derivatives) of approximately $202 million as of December 31, 2016. For ETP’s $1.50 billion of interest rate swaps whereby it pays a floating rate and receives a fixed rate, a hypothetical change of 100 basis points in interest rates would result in a net change in annual cash flow of $32 million. For the forward-starting interest rate swaps, a hypothetical change of 100 basis points in interest rates would not affect cash flows until the swaps are settled.
Credit Risk
Credit Riskrisk refers to the risk that a counterparty may default on its contractual obligations resulting in a loss to the Partnership. Credit policies have been approved and implemented to govern the Partnership’s portfolio of counterparties with the objective of mitigating credit losses. These policies establish guidelines, controls and limits to manage credit risk within approved tolerances by mandating an appropriate evaluation of the financial condition of existing and potential counterparties, monitoring agency credit ratings, and by implementing credit practices that limit exposure according to the risk profiles of the counterparties. Furthermore, the Partnership may, at times, require collateral under certain circumstances to mitigate credit risk as necessary. WeThe Partnership also implement the use ofuses industry standard commercial agreements which allow for the netting of positive and negative exposures associated with transactions executed under a single commercial agreement. Additionally, we utilize master netting agreements to offset credit exposure across multiple commercial agreements with a single counterparty or affiliated group of counterparties.
OurThe Partnership’s counterparties consist of a diverse portfolio of customers across the energy industry, including petrochemical companies, commercial and industrials, oil and gas producers, municipalities, gas and electric utilities, midstream companies, independent power generators and midstream companies.fuel distributors. Our overall exposure may be affected positively or negatively by macroeconomic or regulatory changes that could impact our counterparties to one extent or another. Currently, management does not anticipate a material adverse effect in our financial position or results of operations as a consequence of counterparty non-performance.
ETP has maintenance margin deposits with certain counterparties in the OTC market, primarily independent system operators, and with clearing brokers. Payments on margin deposits are required when the value of a derivative exceeds its pre-established credit limit with the counterparty. Margin deposits are returned to ETP on the settlement date for non-exchange traded

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derivatives. ETP exchanges margin calls on a daily basis for exchange traded transactions. Since the margin calls are made daily with the exchange brokers, the fair value of the financial derivative instruments are deemed current and netted in deposits paid to vendors within other current assets in the consolidated balance sheets.
Regency is exposed to credit risk from its derivative counterparties. Regency does not require collateral from these counterparties as it deals primarily with financial institutions when entering into financial derivatives, and enters into master netting agreements that allow for netting of swap contract receivables and payables in the event of default by either party. If Regency’s counterparties failed to perform under existing swap contracts, Regency’s maximum loss as of December 31, 2013 would be $4 million, which would be reduced by less than $1 million, due to the netting feature.
For financial instruments, failure of a counterparty to perform on a contract could result in our inability to realize amounts that have been recorded on our consolidated balance sheets and recognized in net income or other comprehensive income.
Derivative Summary
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following table provides a balance sheet overviewfinancial statements starting on page F-1 of this report are incorporated by reference.
ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING

AND FINANCIAL DISCLOSURE
None.
ITEM 9A.  CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
An evaluation was performed under the supervision and with the participation of our management, including the President and Group Chief Financial Officer of our General Partner, of the Partnership’s derivative assetseffectiveness of the design and liabilitiesoperation of our disclosure controls and procedures (as such terms are defined in Rule 13a–15(e) and 15d–15(e) of the Exchange Act) as of December 31, 2013the end of the period covered by this report. Based upon that evaluation, management, including the President and 2012:
 Fair Value of Derivative Instruments
 Asset Derivatives Liability Derivatives
 December 31, 2013 December 31, 2012 December 31, 2013 December 31, 2012
Derivatives designated as hedging instruments:       
Commodity derivatives (margin deposits)$3
 $8
 $(18) $(10)
 3
 8
 (18) (10)
Derivatives not designated as hedging instruments:       
Commodity derivatives (margin deposits)$227
 $110
 $(209) $(116)
Commodity derivatives43
 40
 (48) (44)
Current assets held for sale
 1
 
 
Non-current assets held for sale
 1
 
 
Current liabilities held for sale
 
 
 (9)
Interest rate derivatives47
 55
 (95) (235)
Embedded derivatives in Regency Preferred Units
 
 (19) (25)
 317
 207
 (371) (429)
Total derivatives$320
 $215
 $(389) $(439)
In addition to the above derivatives, $7 millionGroup Chief Financial Officer of option premiumsour General Partner, concluded that our disclosure controls and procedures were included in price risk management liabilitiesadequate and effective as of December 31, 2012.2016.

Management’s Report on Internal Control over Financial Reporting
F - 65


The following table presentsEnergy Transfer Equity, L.P. and subsidiaries is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the fair valuesupervision and with the participation of our recognized derivative assetsmanagement, including the President and liabilities on a gross basis and amounts offsetGroup Chief Financial Officer of our General Partner, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the consolidated balance sheetsframework in the 2013 Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO Framework”).
Based on our evaluation under the COSO framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2016.
Grant Thornton LLP, an independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 31, 2016, as stated in their report, which is included herein.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Partners
Energy Transfer Equity, L.P.
We have audited the internal control over financial reporting of Energy Transfer Equity, L.P. (a Delaware limited partnership) and subsidiaries (the “Partnership”) as of December 31, 2016, based on criteria established in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Partnership’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Partnership’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to enforceable master netting arrangementsthe risk that controls may become inadequate because of changes in conditions, or similar arrangements:that the degree of compliance with the policies or procedures may deteriorate
    Asset Derivatives Liability Derivatives
  Balance Sheet Location December 31, 2013 December 31, 2012 December 31, 2013 December 31, 2012
Derivatives in offsetting agreements:        
OTC contracts Price risk management assets (liabilities) $42
 $28
 $(38) $(27)
Broker cleared derivative contracts Other current assets (liabilities) 264
 149
 (318) (228)
  306
 177
 (356) (255)
Offsetting agreements:        
Collateral paid to OTC counterparties Other current assets 
 
 
 2
Counterparty netting Price risk management assets (liabilities) (36) (25) 36
 25
Payments on margin deposit Other current assets (1) 
 55
 59
  (37) (25) 91
 86
Net derivatives with offsetting agreements 269
 152
 (265) (169)
Derivatives without offsetting agreements 51
 63
 (124) (270)
Total derivatives $320
 $215
 $(389) $(439)
In our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on criteria established in the 2013 Internal Control-Integrated Framework issued by COSO.
We disclosealso have audited, in accordance with the non-exchange tradedstandards of the Public Company Accounting Oversight Board (United States), the consolidated financial derivative instrumentsstatements of the Partnership as price risk management assetsof and liabilities on our consolidated balance sheets at fair value with amounts classified as either current or long-term depending on the anticipated settlement date.
The following tables summarize the amounts recognized with respect to our derivative financial instruments:
 
Change in Value Recognized in OCI
on Derivatives (Effective Portion)
 Years Ended December 31,
 2013 2012 2011
Derivatives in cash flow hedging relationships:     
Commodity derivatives$(1) $8
 $6
Total$(1) $8
 $6
  
Location of
Gain/(Loss) Reclassified
from AOCI into Income
(Effective Portion)
 
Amount of Gain/(Loss) Reclassified from
AOCI into Income (Effective Portion)
  Years Ended December 31,
  2013 2012 2011
Derivatives in cash flow hedging relationships:        
Commodity derivatives Cost of products sold $4
 $14
 $19
Total   $4
 $14
 $19


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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,
  2013 2012 2011
Derivatives in fair value hedging relationships (including hedged item):        
Commodity derivatives Cost of products sold $8
 $54
 $34
Total   $8
 $54
 $34
  
Location of Gain/
(Loss) Recognized in
Income on Derivatives
 
Amount of Gain/(Loss) Recognized
in Income on Derivatives
  Years Ended December 31,
  2013 2012 2011
Derivatives in cash flow hedging relationships:        
Commodity derivatives – Trading Cost of products sold $(11) $(7) $(30)
Commodity derivatives – Non-trading Cost of products sold (21) 26
 9
Commodity derivatives – Non-trading Deferred gas purchases (3) (26) 
Interest rate derivatives Gains (losses) on interest rate derivatives 53
 (19) (78)
Embedded derivatives Other income (expense) 6
 14
 18
Total   $24
 $(12) $(81)

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13.RETIREMENT BENEFITS:
Savings and Profit Sharing Plans
We and our subsidiaries sponsor defined contribution savings and profit sharing plans, which collectively cover virtually all employees, including those of ETP and Regency. Employer matching contributions are calculated using a formula based on employee contributions. We and our subsidiaries have made matching contributions of $47 million, $30 million and $17 million to the 401(k) savings plan for the years ended December 31, 2013, 2012 and 2011, respectively.
Pension and Other Postretirement Benefit Plans
Southern Union
Southern Union postretirement benefits expense for the year ended December 31, 2013 reflected2016, and our report dated February 24, 2017 expressed an unqualified opinion on those financial statements.

/s/ GRANT THORNTON LLP
Dallas, Texas
February 24, 2017

Changes in Internal Controls over Financial Reporting
There has been no change in our internal controls over financial reporting (as defined in Rules 13a–15(f) or Rule 15d–15(f)) that occurred in the impactthree months ended December 31, 2016 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
ITEM 9B.  OTHER INFORMATION
None.

PART III
ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Board of changes Southern UnionDirectors
Our General Partner, LE GP, LLC, manages and directs all of our activities. The officers and directors of ETE are officers and directors of LE GP, LLC. The members of our General Partner elect our General Partner’s Board of Directors. The board of directors of our General Partner has the authority to appoint our executive officers, subject to provisions in the limited liability company agreement of our General Partner. Pursuant to other authority, the board of directors of our General Partner may appoint additional management personnel to assist in the management of our operations and, in the event of the death, resignation or removal of our chief executive officer, to appoint a replacement.
As of December 31, 2016, our Board of Directors was comprised of seven persons, three of whom qualify as “independent” under the NYSE’s corporate governance standards. We have determined that Messrs. Brannon, Turner and Williams are all “independent” under the NYSE’s corporate governance standards.
As a limited partnership, we are not required by the rules of the NYSE to seek unitholder approval for the election of any of our directors. We believe that the members of our General Partner have appointed as directors individuals with experience, skills and qualifications relevant to the business of the Parent Company, such as experience in energy or related industries or with financial markets, expertise in natural gas operations or finance, and a history of service in senior leadership positions. We do not have a formal process for identifying director nominees, nor do we have a formal policy regarding consideration of diversity in identifying director nominees, but we believe that the members of our General Partner have endeavored to assemble a group of individuals with the qualities and attributes required to provide effective oversight of the Parent Company.
Risk Oversight
Our Board of Directors generally administers its risk oversight function through the board as a whole. Our President, who reports to the Board of Directors, has day-to-day risk management responsibilities. Our President attends the meetings of our Board of Directors, where the Board of Directors routinely receives reports on our financial results, the status of our operations, and other aspects of implementation of our business strategy, with ample opportunity for specific inquiries of management. In addition, at each regular meeting of the Board, management provides a report of the Parent Company’s financial and operational performance, which often prompts questions or feedback from the Board of Directors. The Audit Committee provides additional risk oversight through its quarterly meetings, where it receives a report from the Parent Company’s internal auditor, who reports directly to the Audit Committee, and reviews the Parent Company’s contingencies with management and our independent auditors.
Corporate Governance
The Board of Directors has adopted both a Code of Business Conduct and Ethics applicable to our directors, officers and employees, and Corporate Governance Guidelines for directors and the Board. Current copies of our Code of Business Conduct and Ethics, Corporate Governance Guidelines and charters of the Audit and Compensation Committees of our Board of Directors are available on our website at www.energytransfer.com and will be provided in print form to any Unitholder requesting such information.
Please note that the preceding Internet address is for information purposes only and is not intended to be a hyperlink. Accordingly, no information found and/or provided at such Internet addresses or at our website in general is intended or deemed to be incorporated by reference herein.
Annual Certification
The Parent Company has filed the required certifications under Section 302 of the Sarbanes-Oxley Act of 2002 as Exhibits 31.1 and 31.2 to this annual report. In 2016, our President and CFO provided to the NYSE the annual CEO certification regarding our compliance with the NYSE’s corporate governance listing standards.
Conflicts Committee
Our Partnership Agreement provides that the Board of September 30, 2013Directors may, from time to changetime, appoint members of the Board to serve on the Conflicts Committee with the authority to review specific matters for which the Board of Directors believes there may be a conflict of interest in order to determine if the resolution of such conflict proposed by the General Partner is fair and reasonable to the Parent Company and our Unitholders. As a policy matter, the Conflicts Committee generally reviews any proposed related-party transaction that may be material to the Parent Company to determine if the transaction presents a conflict of interest and whether the transaction is fair and reasonable to the Parent Company. Pursuant to the terms of our partnership agreement, any matters approved by the Conflicts Committee will be conclusively deemed to be fair and reasonable to the Parent Company,

approved by all partners of the Parent Company and not a breach by the General Partner or its retiree medical benefits program effective January 1, 2014 which placed all retireesBoard of Directors of any duties they may owe the Parent Company or the Unitholders. These duties are limited by our Partnership Agreement (see “Risks Related to Conflicts of Interest” in Item 1A. Risk Factors in this annual report).
Audit Committee
The Board of Directors has established an Audit Committee in accordance with Section 3(a)(58)(A) of the Exchange Act. The Board of Directors appoints persons who are independent under the NYSE’s standards for audit committee members to serve on its Audit Committee. In addition, the Board determines that at least one member of the Audit Committee has such accounting or related financial management expertise sufficient to qualify such person as the audit committee financial expert in accordance with Item 407(d)(5) of Regulation S-K. The Board determined that based on relevant experience, Audit Committee member Rick Turner qualified as an audit committee financial expert during 2016. A description of the qualifications of Mr. Turner may be found elsewhere in this Item 10 under “Directors and Executive Officers of the General Partner.”
The Audit Committee meets on a common 75% employer/25% retiree cost sharing platform, subjectregularly scheduled basis with our independent accountants at least four times each year and is available to capsmeet at their request. The Audit Committee has the authority and responsibility to review our external financial reporting, review our procedures for internal auditing and the adequacy of our internal accounting controls, consider the qualifications and independence of our independent accountants, engage and direct our independent accountants, including the letter of engagement and statement of fees relating to the scope of the annual audit work and special audit work which may be recommended or required by the independent accountants, and to engage the services of any other advisors and accountants as the Audit Committee deems advisable. The Audit Committee reviews and discusses the audited financial statements with management, discusses with our independent auditors matters required to be discussed by auditing standards, and makes recommendations to the Board of Directors relating to our audited financial statements. The Audit Committee periodically recommends to the Board of Directors any changes or modifications to its charter that may be required. The Audit Committee has received written disclosures and the letter from Grant Thornton required by applicable requirements of the Audit Committee concerning independence and has discussed with Grant Thornton that firm’s independence. The Audit Committee recommended to the Board that the audited financial statements of ETE be included in ETE’s Annual Report on annual average per capita expenditures by Southern Union. Postretirement benefits expenseForm 10-K for the year ended December 31, 2016.
The Board of Directors adopts the charter for the Audit Committee. Richard D. Brannon, K. Rick Turner and William P. Williams serve as elected members of the Audit Committee. For a portion of 2016, Mr. Turner also served on the audit committee of three other publicly traded companies, including Sunoco LP. As required by Rule 303A.07 of the NYSE Listed Company Manual, the Board of Directors of our General Partner has determined that such simultaneous service did not impair Mr. Turner’s ability to effectively serve on our Audit Committee.
Compensation and Nominating/Corporate Governance Committees
Although we are not required under NYSE rules to appoint a Compensation Committee or a Nominating/Corporate Governance Committee because we are a limited partnership, the Board of Directors of LE GP, LLC has previously established a Compensation Committee to establish standards and make recommendations concerning the compensation of our officers and directors. In addition, the Compensation Committee determines and establishes the standards for any awards to our employees and officers under the equity compensation plans, including the performance standards or other restrictions pertaining to the vesting of any such awards. Pursuant to the Charter of the Compensation Committee, a director serving as a member of the Compensation Committee may not be an officer of or employed by our General Partner, the Parent Company, ETP or its subsidiaries, or Sunoco LP or its subsidiaries.
Matters relating to the nomination of directors or corporate governance matters were addressed to and determined by the full Board of Directors for the period ETE did not have a compensation committee.
The responsibilities of the ETE Compensation Committee include, among other duties, the following:
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.
The responsibilities of the ETP Compensation Committee include, among other duties, the following:
annually review and approve goals and objectives relevant to compensation of the Chief Executive Officer, or the CEO, if applicable; annually evaluate the CEO’s performance in light of these goals and objectives, and make recommendations to the Board of Directors of ETP with respect to the CEO’s compensation levels based on this evaluation, if applicable;
based on input from, and discussion with, the CEO, make recommendations to the Board of Directors of ETP with respect to non-CEO executive officer compensation, including incentive compensation and compensation under equity based plans;
make determinations with respect to the grant of equity-based awards to executive officers under ETP’s equity incentive plans;
periodically evaluate the terms and administration of ETP’s short-term and long-term incentive plans to assure that they are structured and administered in a manner consistent with ETP’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, CEO or executive officer compensation; and
perform other duties as deemed appropriate by the Board of Directors of ETP.
Code of Business Conduct and Ethics
The Board of Directors has adopted a Code of Business Conduct and Ethics applicable to our officers, directors and employees. Specific provisions are applicable to the principal executive officer, principal financial officer, principal accounting officer and controller, or those persons performing similar functions, of our General Partner. Amendments to, or waivers from, the Code of Business Conduct and Ethics will be available on our website and reported as may be required under SEC rules. Any technical, administrative or other non-substantive amendments to the Code of Business Conduct and Ethics may not be posted.
Meetings of Non-management Directors and Communications with Directors
Our non-management directors meet in regularly scheduled sessions. Our non-management directors alternate as the presiding director of such meetings.
We have established a procedure by which Unitholders or interested parties may communicate directly with the Board of Directors, any committee of the Board, any of the independent directors, or any one director serving on the Board of Directors by sending written correspondence addressed to the desired person, committee or group to the attention of Sonia Aubé at Energy Transfer Equity, L.P., 8111 Westchester Drive, Suite 600, Dallas, Texas, 75225. Communications are distributed to the Board of Directors, or to any individual director or directors as appropriate, depending on the facts and circumstances outlined in the communication.

Directors and Executive Officers of Our General Partner
The following table sets forth certain information with respect to the executive officers and members of the Board of Directors of our General Partner as of February 24, 2017. Executive officers and directors are elected for indefinite terms.
NameAgePosition with Our General Partner
John W. McReynolds66
Director and President
Kelcy L. Warren61
Director and Chairman of the Board
Thomas E. Long60
Group Chief Financial Officer
Marshall S. (Mackie) McCrea, III57
Director and Group Chief Operating Officer and Chief Commercial Officer
Thomas P. Mason59
Executive Vice President and General Counsel
Brad Whitehurst42
Executive Vice President and Head of Tax
Richard D. Brannon58
Director
Matthew S. Ramsey61
Director
K. Rick Turner58
Director
William P. Williams79
Director
Messrs. Warren, and McCrea also serve as directors of ETP’s General Partner. Messrs. Ramsey and Turner serve as directors of the general partner of Sunoco LP.
Set forth below is biographical information regarding the foregoing officers and directors of our General Partner:
John W. McReynolds.  Mr. McReynolds has served as our President since March 2005, and as a Director since August 2005. He served as our Chief Financial Officer from August 2005 to June 2013, and previously served as a Director of ETP from August 2001 through May 2010. Mr. McReynolds has been in the energy industry for his entire career. Prior to becoming President and CFO of ETE, Mr. McReynolds was in private law practice for over 20 years,  specializing exclusively in energy-related finance, securities, corporations and partnerships, mergers and acquisitions, syndications, and a wide variety of energy-related litigation.  His practice dealt with all forms of fossil fuels, and the transportation and handling thereof, together with the financing and structuring of all forms of business entities related thereto. The members of our General Partner selected Mr. McReynolds to serve in the indicated roles with the Energy Transfer partnerships because of this extensive background and experience, as well as his many contacts and relationships in the industry.
Kelcy L. Warren.  Mr. Warren was appointed Co-Chairman of the Board of Directors of our General Partner, LE GP, LLC, effective upon the closing of our IPO. On August 15, 2007, Mr. Warren became the sole Chairman of the Board of our General Partner and the Chief Executive Officer and Chairman of the Board of the General Partner of ETP. Prior to that, Mr. Warren had served as Co-Chief Executive Officer and Co-Chairman of the Board of the General Partner of ETP since the combination of the midstream and intrastate transportation storage operations of ETC OLP and the retail propane operations of Heritage in January 2004. Mr. Warren also serves as Chief Executive Officer of the General Partner of ETC OLP. Prior to the combination of the operations of ETP and Heritage Propane, Mr. Warren served as President of the General Partner of ET Company I, Ltd. the entity that operated ETP’s midstream assets before it acquired Aquila, Inc.’s midstream assets, having served in that capacity since 1996. From 1996 to 2000, he also served as a Director of Crosstex Energy, Inc. From 1993 to 1996, he served as President, Chief Operating Officer and a Director of Cornerstone Natural Gas, Inc. Mr. Warren has more than 25 years of business experience in the energy industry. The members of our General Partner selected Mr. Warren to serve as a director and as Chairman because he is ETP’s Chief Executive Officer and has more than 25 years in the natural gas industry. Mr. Warren also has relationships with chief executives and other senior management at natural gas transportation companies throughout the United States, and brings a unique and valuable perspective to the Board of Directors.
Thomas E. Long.  Mr. Long is the Group Chief Financial Officer of ETE since February 2016. Mr. Long has served as the Chief Financial Officer and as a director of PennTex Midstream Partners, LP’s general partner, since November 2016. Mr. Long previously served as Chief Financial Officer of ETP and as Executive Vice President and Chief Financial Officer of Regency GP LLC from November 2010 to April 2015. From May 2008 to November 2010, Mr. Long served as Vice President and Chief Financial Officer of Matrix Service Company. Prior to joining Matrix, he served as Vice President and Chief Financial Officer of DCP Midstream Partners, LP, a publicly traded natural gas and natural gas liquids midstream business company located in Denver, CO. In that position, he was responsible for all financial aspects of the company since its formation in December 2005. From 1998 to 2005, Mr. Long served in several executive positions with subsidiaries of Duke Energy Corp., one of the nation’s largest electric power companies.

Marshall S. (Mackie) McCrea, III.  Mr. McCrea was appointed as a Director in December 2009. He is Group Chief Operating Officer and Chief Commercial Officer for the Energy Transfer family and has served in that capacity since November 2015. Mr. McCrea has served as a director of PennTex Midstream Partners, LP’s general partner, since November 2016. Prior to that, he served as President and Chief Operating Officer of ETP’s general partner from June 2008 to November 2015 and President – Midstream from March 2007 to June 2008. Previously he served as the Senior Vice President – Commercial Development since the combination of the operations of ETC OLP and HOLP in January 2004. In March 2005, Mr. McCrea was named president of ETC OLP. Prior to the combination of the operations of ETC OLP and HOLP, Mr. McCrea served as the Senior Vice President – Business Development and Producer Services of the general partner of ETC OLP and ET Company I, Ltd., having served in that capacity since 1997. Mr. McCrea also currently serves on the Board of Directors of the general partner of ETE, of Sunoco Logistics and of Sunoco LP. The members of our General Partner selected Mr. McCrea to serve as a director because he brings extensive project development and operations experience to the Board. He has held various positions in the natural gas business over the past 25 years and is able to assist the Board of Directors in creating and executing the Partnership’s strategic plan.
Thomas P. Mason.Mr. Mason became Executive Vice President and General Counsel of the General Partner of ETE in December 2015. Mr. Mason has served as a director of PennTex Midstream Partners, LP’s general partner since November 2016. Mr. Mason previously served as Senior Vice President, General Counsel and Secretary of ETP’s general partner from April 2012 to December 2015, as Vice President, General Counsel and Secretary from June 2008 and as General Counsel and Secretary from February 2007. Prior to joining ETP, he was a partner in the Houston office of Vinson & Elkins. Mr. Mason has specialized in securities offerings and mergers and acquisitions for more than 25 years. Mr. Mason also serves on the Board of Directors of the general partner of Sunoco Logistics.
Brad Whitehurst. Mr. Whitehurst has served as the Executive Vice President and Head of Tax of our General Partner since August 2014. Prior to joining ETE, Mr. Whitehurst was a partner in the Washington, DC office of Bingham McCutchen LLP and an attorney in the Washington, DC offices of both McKee Nelson LLP and Hogan & Hartson. Mr. Whitehurst has specialized in partnership taxation and has advised ETE and its subsidiaries in his role as outside counsel since 2006.
Richard D. Brannon. Mr. Brannon was appointed to the Board of Directors of our General Partner in March 2016. Previously, he served on the Sunoco LP Board of Directors from September 2014 to March 2016. In September 2016, Mr. Brannon was elected to the Board of Directors of Wild Horse Resource Development Corp. He is President of CH4 Energy II, III, IV and V, companies focused on horizontal development of oil and gas. Previously, he was President of CH4 Energy Corp. from 2001 to 2006, when the company was sold to Bill Barrett Corp. From 1984 to 2005, Dick was President of Brannon Oil & Gas, Inc. and Brannon & Murray Drilling Co. Previously, he was a drilling and completion engineer for Texas Oil & Gas Corp. He has previously served on the boards of Cornerstone Natural Gas Corp., which was purchased by El Paso Corp. in 1996, and OEC Compression Corp, acquired by Hanover Compressor Company in 2001. Mr. Brannon also formerly served on the Board of Directors of Regency Energy Partners LP.
Matthew S. Ramsey. Mr. Ramsey was appointed as a director of ETE’s general partner on July 17, 2012 and as a director of ETP’s general partner on November 9, 2015. Mr. Ramsey currently serves as President and Chief Operating Officer of ETP’s general partner since November 2015. Mr. Ramsey has served as President and Chief Operating Officer and Chairman of the board of directors of PennTex Midstream Partners, LP’s general partner, since November 2016. Mr. Ramsey is also a director of Sunoco LP, serving as chairman of Sunoco LP’s board since April 2015. Mr. Ramsey previously served as President of RPM Exploration, Ltd., a private oil and gas exploration partnership generating and drilling 3-D seismic prospects on the Gulf Coast of Texas. Mr. Ramsey is currently a director of RSP Permian, Inc. (NYSE: RSPP), where he serves as chairman of the compensation committee and as a member of the audit committee. Mr. Ramsey formerly served as President of DDD Energy, Inc. until its sale in 2002. From 1996 to 2000, Mr. Ramsey served as President and Chief Executive Officer of OEC Compression Corporation, Inc., a publicly traded oil field service company, providing gas compression services to a variety of energy clients. Previously, Mr. Ramsey served as Vice President of Nuevo Energy Company, an independent energy company. Additionally, he was employed by Torch Energy Advisors, Inc., a company providing management and operations services to energy companies including Nuevo Energy, last serving as Executive Vice President. Mr. Ramsey joined Torch Energy as Vice President of Land and was named Senior Vice President of Land in 1992. Mr. Ramsey holds a B.B.A. in Marketing from the University of Texas at Austin and a J.D. from South Texas College of Law. Mr. Ramsey is a graduate of Harvard Business School Advanced Management Program. Mr. Ramsey is licensed to practice law in the State of Texas. He is qualified to practice in the Western District of Texas and the United States Court of Appeals for the Fifth Circuit. Mr. Ramsey formerly served as a director of Southern Union Company. The members of our General Partner recognize Mr. Ramsey’s vast experience in the oil and gas space and believe that he provides valuable industry insight as a member of our Board of Directors.
K. Rick Turner.  Mr. Turner has served as a director of our General Partner since October 2002. Mr. Turner currently serves as chair of the Compensation Committee and a member of the Audit Committee. Mr. Turner is also a director of Sunoco LP, serving

as chair of Sunoco LP’s compensation and audit committees. Mr. Turner is presently a managing director of Altos Energy Partners, LLC. Mr. Turner previously was a private equity executive with several groups after retiring from the Stephens’ family entities, which he had worked for since 1983. He first became a private equity principal in 1990 after serving as the Assistant to the Chairman, Jackson T. Stephens. His areas of focus have been oil and gas exploration, natural gas gathering, processing industries, and power technology. Prior to joining Stephens, he was employed by Peat, Marwick, Mitchell and Company. Mr. Turner currently serves as a director of AmeriGas Partners, L.P. Mr. Turner earned his B.S.B.A. from the University of Arkansas and is a non-practicing Certified Public Accountant. The members of our General Partner selected Mr. Turner based on his industry knowledge, his background in corporate finance and accounting, and his experience as a director and audit committee member on the boards of several other companies.
William P. Williams. Mr. Williams was appointed as a director in March 2012 and currently serves as a member of the Audit Committee. Mr. Williams began his career in the oil and gas industry in 1967 with Texas Power and Light Company as Manager of Pipeline Construction for Bi-Stone Fuel Company, a predecessor of Texas Utilities Fuel Company. In 1980, he was employed by Endevco as Vice President of Pipeline and Plant Construction, Engineering, and Operations. Prior to Endevco, he worked for Cornerstone Natural Gas followed by Vice President of Engineering and Operations at Energy Transfer Partners, L.P. ending his career as Vice President of Measurement in May 2011.
Compensation of the General Partner
Our General Partner does not receive any management fee or other compensation in connection with its management of the Parent Company.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our officers and directors, and persons who own more than 10% of a registered class of our equity securities, to file reports of beneficial ownership and changes in beneficial ownership with the SEC. Officers, directors and greater than 10% Unitholders are required by SEC regulations to furnish the General Partner with copies of all Section 16(a) forms.
Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during the year ended December 31, 2016, all filing requirements applicable to our officers, directors, and greater than 10% beneficial owners were met in a timely manner, except as follows:
a late Form 4 filed by Mr. Thomas P. Mason on January 28, 2016; and
a late Form 4 filed by Mr. John W. McReynolds on March 10, 2016.

ITEM 11.  EXECUTIVE COMPENSATION
Overview
As a limited partnership, we are managed by our General Partner. Our General Partner is majority owned by Mr. Kelcy Warren.
We own 100% of ETP GP and its general partner, ETP LLC. We refer to ETP GP and ETP LLC together as the “ETP GP Entities.” ETP GP is the general partner of ETP. All of ETP’s employees receive employee benefits from the operating companies of ETP.
We acquired 100% of Sunoco GP LLC, the general partner of Sunoco LP, from ETP in July 2015. All of Sunoco LP’s employees receive employee benefits from either Sunoco GP LLC or the operating companies of Sunoco LP.
Compensation Discussion and Analysis
Named Executive Officers
ETE does not have officers or directors. Instead, we are managed by the board of directors of our General Partner, and the executive officers of our General Partner perform all of ETE’s management functions. As a result, the executive officers of our General Partner are essentially ETE’s executive officers, and their compensation is administered by our General Partner. This Compensation Discussion and Analysis is, therefore, focused on the total compensation of the executive officers of our General Partner as set forth below. In addition, to provide comprehensive disclosure of our executive compensation, we are also providing information as to the executive compensation of certain executive officers of our subsidiaries, even though none of these persons is an executive officer of the Parent Company. Accordingly, the persons we refer to in this discussion as our “named executive officers” are the following:
ETE Executive Officers
John W. McReynolds, President;
Jamie W. Welch, Former Group Chief Financial Officer and Head of Business Development;
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.
Mr. Welch served in the capacity of Group Chief Financial Officer and Head of Business Development of our General Partner until February 2016. As Mr. Welch served as Group Chief Financial Officer and Head of Business Development of our general Partner for a portion of 2016, disclosure related to his compensation is included in this Compensation Discussion and Analysis. Any information contained in the applicable Compensation Discussion and Analysis or the associated Compensation Tables, unless otherwise indicated, is expressly limited to terms and conditions of Mr. Welch’s status as an executive officer and employee through February 2016.
Our Philosophy for Compensation of Executives
Our General Partner. In general, our General Partner’s philosophy for executive compensation is based on the premise that a significant portion of each executive’s compensation should be incentive-based or “at-risk” compensation and that executives’ total compensation levels should be highly competitive in the marketplace for executive talent and abilities. Our General Partner seeks a total compensation program for the named executive officers that provides for a slightly below the median market annual base compensation rate (i.e. approximately the 40th percentile of market) but incentive-based compensation composed of a combination of compensation vehicles to reward both short and long-term performance that are both targeted to pay-out at approximately the top-quartile of market. Our General Partner believes the incentive-based balance is achieved by the payment of annual discretionary cash bonuses and grants of restricted unit awards. Our General Partner believes the performance of our operating subsidiaries and the contribution of our management toward the achievement of the financial targets and other goals of those subsidiaries should be considered in determining annual discretionary cash bonuses.
ETP GP Entities. The ETP GP Entities also believe that a significant portion of each executives’ compensation should be incentive-based or “at-risk” compensation and that executives’ total compensation levels should be very competitive in the marketplace for executive talents and abilities. ETP GP seeks a total compensation program for the named executive officers that provides for a slightly below the median market annual base compensation rate (i.e. approximately the 40th percentile of market) but incentive-

based compensation composed of a combination of compensation vehicles to reward both short and long-term performance that are both targeted to pay-out at approximately the top-quartile of market. ETP GP believes the incentive-based balance is achieved by (i) the payment of annual discretionary cash bonuses that consider the achievement of ETP’s financial performance objectives for a fiscal year set at the beginning of such fiscal year and the individual contributions of its named executive officers to the success of ETP and the achievement of the annual financial performance objectives and (ii) the annual grant of time-based restricted unit awards under ETP’s equity incentive plan(s) or the equity incentive programs of either Sunoco Logistics and/or Sunoco LP, as applicable based on the allocation of the named executive officers’ award, which awards are intended to provide a longer term incentive and retention value to its key employees to focus their efforts on increasing the market price of its publicly traded units and to increase the cash distribution ETP and/or the other affiliated partnerships pay to their respective unitholders.
The Partnership grants restricted unit awards that vest, based generally upon continued employment, at a rate of 60% after the third year of service and the remaining 40% after the fifth year of service. The ETP GP Entities believe that these equity-based incentive arrangements are important in attracting and retaining executive officers and key employees as well as motivating these individuals to achieve stated business objectives. The equity-based compensation reflects the importance ETP GP places on aligning the interests of its named executive officers with those of ETP’s unitholders.
While ETE, through the ETP GP Entities, is responsible for the direct payment of the compensation of our named executive officers, ETE does not participate or have any input in any decisions as to the compensation levels or policies of our General Partner or the ETP GP Entities. As discussed below, our compensation committee, the eligible members of board of directors of our General Partner at times when we have not had a compensation committee or the ETP Compensation Committee and/or the compensation committee of the general partner of Sunoco Logistics and Sunoco LP, as applicable, all in consultation with the General Partner, are responsible for the compensation policies and compensation level of the named executive officers of our General Partner. In this discussion, we refer to either or both of the ETE Compensation Committee or such members of our board of directors collectively as the “ETE Compensation Committee.”
ETP also does not participate or have any input in any decisions as to the compensation policies of the ETP GP Entities or the compensation levels of the executive officers of the ETP GP Entities. The compensation committee of the board of directors of the ETP GP Entities (the “ETP Compensation Committee”) is responsible for the approval of the compensation policies and the compensation levels of the executive officers of the ETP GP Entities.
Sunoco Logistics also does not participate or have any input in any decisions as to the compensation policies ofSunoco Partners LLC or the compensation levels of the executive officers of its general partner. The compensation committee of the board of directors ofSunoco Partners LLC (the “Sunoco Logistics Compensation Committee”) is responsible for the approval of the compensation policies and the compensation levels of the executive officers of Sunoco Partners LLC.
Sunoco LP also does not participate or have any input in any decisions as to the compensation policies of Sunoco GP LLC or the compensation levels of the executive officers of its general partner. The SUN Compensation Committee is responsible for the approval of the compensation policies and the compensation levels of the executive officers of Sunoco GP LLC.
For a more detailed description of the compensation to ETE’s and ETP GP’s named executive officers, please see “– Compensation Tables” below.
Distributions to Our General Partner
Our General Partner is partially-owned by certain of our current and prior named executive officers. We pay quarterly distributions to our General Partner in accordance with our partnership agreement with respect to its ownership of its general partner interest as specified in our partnership agreement. The amount of each quarterly distribution that we must pay to our General Partner is based solely on the provisions of our partnership agreement, which agreement specifies the amount of cash we distribute to our General Partner based on the amount of cash that we distribute to our limited partners each quarter. Accordingly, the cash distributions we make to our General Partner bear no relationship to the level or components of compensation of our General Partner’s executive officers. Distributions to our General Partner are described in detail in Note 8 to our consolidated financial statements. Our named executive officers also own directly and indirectly certain of our limited partner interests and, accordingly, receive quarterly distributions. Such per unit distributions equal the per unit distributions made to all our limited partners and bear no relationship to the level of compensation of the named executive officers or the services they perform as employees.
For a more detailed description of the compensation of our named executive officers, please see “Compensation Tables” below.

Compensation Philosophy
Our compensation programs are structured to achieve the following:
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.
Components of Executive Compensation
For the year ended December 31, 2016, the compensation paid to our named executive officers consisted of the following components:
annual base salary;
non-equity incentive plan compensation consisting solely of discretionary cash bonuses;
time-vested restricted 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.
Methodology
The ETE Compensation Committee considers relevant data available to it to assess our competitive position with respect to base salary, annual short-term incentives and long-term incentive compensation for our executive officers, including the named executive officers. The ETE Compensation Committee also considers individual performance, levels of responsibility, skills and experience.
Periodically, the ETE or ETP Compensation Committee engages a third-party consultant to provide market information for compensation levels at peer companies in order to assist in the determination of compensation levels for our executive officers, including the named executive officers. Most recently, Longnecker & Associates (“Longnecker”) evaluated the market competitiveness of total compensation levels of a number of officers of ETE, ETP and Sunoco Logistics to provide market information with respect to compensation of those executives during the year ended December 31, 2015. In particular, the review by Longnecker was designed to (i) evaluate the market competitiveness of total compensation levels for certain members of senior management, including our named executive officers; (ii) assist in the determination of appropriate compensation levels for our senior management, including the named executive officers; and (iii) confirm that our compensation programs were yielding compensation packages consistent with our overall compensation philosophy. This review by Longnecker was deemed necessary to update the most recent review by Mercer (US) Inc. during 2013, especially in light of the on-going growth of the family of partnerships as a result of the series of transforming transactions we have completed over the past few years, which have continued to significantly increase our size and scale from both a financial and asset perspective.
In conducting its review, Longnecker’s specifically considered the larger size of the combined ETE and ETP entities from an energy industry perspective, to form a public peer group, inclusive of energy and non-energy related peers, against which ETE and ETP can compare total compensation for its executives, including the named executive officers. We worked with Longnecker in the development of the final “peer group” of both leading companies in the energy industry that most closely reflect our profile in terms of revenues, assets and market value as well as compete with us for talent at the senior management level and similarly situated general industry companies with similar revenues, assets and market value. The identified companies were:

Energy Peer Group:
• Conoco Phillips• Anadarko Petroleum
• Enterprise Products Partners, L.P.• Marathon Oil Corporation
• Plains All American Pipeline, L.P.• Kinder Morgan Energy Partners, L.P.
• Halliburton Company• The Williams Companies, Inc.
• Valero Energy Corporation
General Industry Peer Group:
• The Boeing Company• United Technologies Corporation
• Dow Chemical Company• United Parcel Service, Inc.
• Caterpillar Inc.• FedEx Corporation
• Lockheed Martin Corporation• Honeywell International Inc.
• Deere & Company
The compensation analysis provided by Longnecker in 2015 covered all major components of total compensation, including annual base salary, annual short-term cash bonus and long-term incentive awards for the senior executives of these companies. In preparing the review materials, Longnecker utilized generally accepted compensation principles as determined by WorldatWork and gathered data from the public peer companies and published salary surveys.
The ETE Compensation Committee reviewed the information provided by Longnecker, including Longnecker’s specific conclusions and recommended considerations for total compensation going forward, but focused specifically on the industry related data to compare the levels of annual base salary, annual short-term cash bonus and long-term equity incentive awards at these other companies with those of our named executive officers to ensure that compensation of our named executive officers is both consistent with our compensation philosophy and competitive with the compensation for executive officers of these other companies. The ETE Compensation Committee considered and reviewed the results of the study performed by Longnecker to determine if the results indicated that our compensation programs were yielding a competitive total compensation model prioritizing incentive-based compensation and rewarding achievement of short and long-term performance objectives. The ETE Compensation Committee also specifically evaluated benchmarked results for the annual base salary, annual short-term cash bonus or long-term equity incentive awards of the named executive officers to the compensation levels at the identified “energy peer group” companies and considered Longnecker’ s conclusions and recommendations. While Longnecker found that ETE is achieving its stated objectives with respect to the “at-risk” approach, they also found that certain adjustments should be implemented to allow ETE to achieve its targeted percentiles on base compensation and incentive compensation (short and long-term).
Longnecker provided some limited market updates for specific executives during 2016 for situations where there were changes to roles and responsibilities of a previously benchmarked executive, but did not provide a full update to their market analysis from 2015. In 2016, Longnecker also provided information related to market trends on long-term equity incentive awards and annual short-term incentive bonus awards for industry based peer group companies. With respect to the long-term incentive awards the information focused on the continued market competitiveness of using time-vested restricted units and the specific targeted annual value of the long-term equity incentive pools and on the annual short-term incentive bonus awards the information focused on expected pay-out in the industry among peers and the impact of curtailment accounting2016 industry conditions on expected annual bonus award pay-outs.
For 2016, the ETE Compensation Committee continued to use the results of the 2015 Longnecker compensation analysis (updated as postretirement benefitsdescribed in the preceding paragraph), adjusted to account for all active participants whogeneral inflation and information obtained from other sources, such as 2016 third party survey results, in its determination of compensation levels for executives, including the named executive officers . Longnecker did not meet certain criteria were eliminated. Southern Union previously had postretirement health careprovide any non-executive compensation services for ETE during 2016.
Base Salary. Base salary is designed to provide for a competitive fixed level of pay that attracts and life insurance plans (“other postretirement plans”) that covered substantially all employees.retains executive officers, and compensates them for their level of responsibility and sustained individual performance (including experience, scope of responsibility and results achieved). The salaries of the named executive officers are reviewed on an annual basis. As discussed above, the base salaries of our named executive officers are targeted to yield an annual base salary slightly below the median level of market (i.e. approximately the 40th percentile of market) and are determined by the ETE Compensation Committee.
In 2012, Southern Union had funded non-contributory defined benefit pension plans that covered substantiallyThe base salaries of ETE’s named executive officers are determined by the ETE Compensation Committee, which takes into account the recommendations of Mr. Warren, as the Chairman of the board of directors of our General Partner. During the 2016 merit review process in July, the ETE Compensation Committee approved an increase to Mr. McReynolds of 2% to $583,440 from its prior level of $572,000; a 2% increase to Mr. Long to $459,000 from its prior level of $450,000; a 2% increase to Mr.

McCrea to $1,020,000 from its prior level of $1,000,000; a 2% increase to Mr. Mason to $577,830 from its prior level of $566,500; and a 2% increase for Mr. Whitehurst to $508,725 from its prior level of $498,750.
The 2% increase to each of the named executive officers reflects base salary increase consistent with the 2% annual merit increase pool set for all employees of Southern Union’s distribution operations.  ETE and its affiliates for 2016 by the respective compensation committees.
Annual Bonus.  In addition to base salary, the ETE Compensation Committee makes determinations whether to make discretionary annual cash bonus awards to executives, including our named executive officers, following the end of the year under the Energy Transfer Partners, L.L.C. Annual Bonus Plan (the “Bonus Plan”).
These operations were solddiscretionary bonuses, if awarded, are intended to reward our named executive officers for the achievement of financial performance objectives during the year for which the bonuses are awarded in 2013, see Note 3. Normal retirement agelight of the contribution of each individual to our profitability and success during such year. The ETE Compensation Committee also considers the recommendation of our Chairman in determining the specific annual cash bonus amounts for each of the named executive officers. The ETE Compensation Committee does not establish its own financial performance objectives in advance for purposes of determining whether to approve any annual bonuses, and it does not utilize any formulaic approach to determine annual bonuses.
TheETP Compensation Committee’s evaluation of performance and determination of an overall available bonus pool is 65, but certain plan provisions allowed for earlier retirement.  Pension benefits were calculated under formulas principally based on averagetherespective internal earnings target generally based on targeted EBITDA (the “Earnings Target”) budget and lengththe performance of serviceeach department compared to the applicable departmental budget (with suchperformance measured based on the specific dollar amount of general and administrative expenses set for salariedeach department). The two performance criteria are weighted 75% on internal Earnings Target budget criteria and non-union employees25% on internal department financialbudget criteria. Internal Earnings Target is the primary performance factor in determining annual bonuses, while internal department financial budget criteria is considered to ensure that the Partnership is effectively managing general and average earningsadministrative costs in a prudent manner.
For 2016, the ETE Compensation Committee approved short-term annual cash bonus pool targets for Messrs. McReynolds, Long, McCrea, Mason and lengthWhitehurst of service or negotiated non-wage based formulas130%, 130%, 160%, 130%, and 125%, respectively, of their annual base earnings. With the exception of Mr. Long, the targets for union employees.the other named executive officers were the same as for 2015. The increase to 130% from his previous target of 125% for Mr. Long was in recognition of his increased duties in serving as the Group Chief Financial Officer for 2016.
SunocoIn February 2017, the ETP Compensation Committee certified 2016 performance results under the Bonus Plan, which resulted in a bonus payout of 95% of target, which reflected achievement of 93.9% of the internal Earnings Target and 100% of the budget criteria. Based on the approved results, the ETE Compensation Committee approved a cash bonus relating to the 2016 calendar year to Messrs. McReynolds, Long, McCrea, Mason and Whitehurst in the amounts of $712,922, $560,865, $1,533,990, $706,067, and $597,717, respectively.
In approving the 2016 bonuses of the named executive officers, the ETE Compensation Committee took into account the achievement by the respective partnerships of all of the targeted performance objectives for 2016 and the individual performances of each of the named executive officers, as well as the study results of Longnecker and Towers Watson. The cash bonuses awarded to each of the executive officers for 2016 performance were consistent with their applicable bonus pool targets.
Equity Awards.  The Energy Transfer Equity Long-Term Incentive Plan (“ETE Plan”) authorizes the ETE Compensation Committee, in its discretion, to grant awards of restricted units, unit options and other awards related to ETE units at such times and upon such terms and conditions as it may determine in accordance with each such plan. For 2016, no equity awards were issued under the ETE Plan. The named executive officers, other than Mr. McReynolds, who does not currently receive equity awards on an annual basis, each participated under long-term incentive plans of ETP, Sunoco Logistics and/or Sunoco LP, as applicable. Notwithstanding the fact that the ETE Compensation Committee did not approve long-term awards under the ETE Plan, the ETE Compensation Committee did (as discussed below) set 2016 long-term incentive award targets for Messrs. Long, McCrea, Mason and Whitehurst. For 2016, the long-term incentive awards made to our named executive officers (other than Mr. McReynolds) were made in various allocations under the Second Amended and Restated Energy Transfer Partners, L.P 2008 Long-Term Incentive Plan (the “2008 Incentive Plan”) or the long-term incentive plans of ETE’s affiliates, including the Sunoco Partners LLC Long-Term Incentive Plan (the “Sunoco Logistics Plan”) and Sunoco LP 2012 Long-Term Incentive Plan (the “2012 Incentive Plan”).
From time to time, the compensation committees of ETP, Sunoco Logistics and/or Sunoco LP may make grants under the respective long-term incentive plans to employees and/or directors containing such terms as the respective compensation committee shall determine. The applicable compensation committee determines the conditions upon which the restricted units or restricted phantom units granted may become vested or forfeited, and whether or not any such restricted units or restricted phantom units will have distribution equivalent rights (“DERs”) entitling the grantee to distributions receive an amount in cash equal to cash distributions made by the respective partnership with respect to a like number of partnership common units during the restricted period.

In December of 2016, consistent with ETE’s compensation methodology, all of the restricted units and restricted phantom units granted under the long-term incentive plans of ETP, Sunoco Logistics and Sunoco LP, including to the named executive officers, provided for vesting of 60% at the end of the third year and vesting of the remaining 40% at the end of the fifth year, subject to continued employment of the named executive officers through each specified vesting date. The restricted units and restricted phantom unit awards entitle the grantee of the unit awards to receive, with respect to each partnership common unit subject to such restricted unit or restricted phantom unit award that has both fundednot either vested or been forfeited, a DER cash payment promptly following each such distribution to the partnership unitholders. In approving the grant of such unit awards, the applicable compensation committee took into account a number of performance factors as well as the long-term objective of retaining such individuals as key drivers of the partnership’s future success, the existing level of equity ownership of such individuals and unfunded noncontributorythe previous awards to such individuals of equity awards subject to vesting. Vesting of the 2016 awards would accelerate in the event of the death or disability of the named executive officer or in the event of a change in control of the respective partnership as that term is defined benefit pension plans.under the applicable long-term incentive plan.

For 2016, the annual long-term incentive targets set by the ETE Compensation Committee for the named executive officers were 500% of annual base salary for Mr. Long, which represents an increase from his previous target of 400%, 900% of annual base salary for Mr. McCrea, 500% of annual base salary for Mr. Mason and 400% of base salary for Mr. Whitehurst. The ETE Compensation Committee approved the increase to Mr. Long’s long-term incentive target in recognition of his additional responsibilities during 2016 as the Group Chief Financial Officer of the General Partner. The targets for the other named executive officers receiving equity awards remained the same as their targets from 2015. In approving long-term incentive awards for the named executive officers, the compensation committees of ETP, Sunoco Logistics and/or Sunoco LP utilized the targets set by the ETE Compensation Committee.
As described below in the section titled Affiliate/Subsidiary Equity Awards, for 2016, in discussions between the General Partner and the compensation committees of the general partners of ETP, Sunoco Logistics and Sunoco, it was determined that for 2016 the value of Messrs. Long, Mason and Whitehurst’s awards would be comprised of restricted/phantom unit awards under the 2008 Incentive Plan, the Sunoco Logistics Plan and the 2012 Incentive Plan in consideration of their roles and responsibilities for all of the partnerships under ETE’s umbrella and, for Messrs. Long and Mason, as members of the Boards of Directors of the general partners of Sunoco and Sunoco Logistics, respectively. Mr. Long’s total 2016 long-term awards were allocated 50% to the 2008 Incentive Plan, 20% to the Sunoco Logistics Plan and 30% to the 2012 Incentive Plan. For Messrs. Mason and Whitehurst, their total 2016 long-term incentive awards were allocated 1/2 to the 2008 Incentive Plan, 1/4 to the Sunoco Logistics Plan and 1/4 to the 2012 Incentive Plan. For Mr. McCrea, his total 2016 long-term incentive awards were allocated approximately 2/3 to the 2008 Incentive Plan and 1/3 to the Sunoco Logistics Plan. At Sunoco Logistics, Mr. McCrea serves as Chairman of the Board of Sunoco Logistics’ general partner. It is expected that future long-term incentive awards to the named executive officers of ETE will recognize a similar aggregation of restricted/phantom restricted units under long-term incentive plans of ETP, Sunoco Logistics and/or Sunoco LP, as applicable.
The ETP, Sunoco Logistics and SUN Compensation Committees have in the past and may in the future, but are not required to, accelerate the vesting of unvested restricted unit awards in the event of the termination or retirement of an executive officer. None of the compensation committees accelerated the vesting of restricted unit awards to any ETE named executive officers in 2016.
As discussed below under “Potential Payments Upon a Termination or Change of Control,” certain equity awards automatically accelerate upon a change in control event, which means vesting automatically accelerates upon a change of control irrespective of whether the officer is terminated. In addition, the 2014 awards to Messrs. McCrea and Whitehurst included a provision in the applicable award agreement for acceleration of unvested restricted unit/restricted phantom unit awards upon a termination of employment by the general partner of the applicable partnership issuing the award without “cause”. For purposes of the awards the term “cause” shall mean: (i) a conviction (treating a nolo contendere plea as a conviction) of a felony (whether or not any right to appeal has been or may be exercised), (ii) willful refusal without proper cause to perform duties (other than any such refusal resulting from incapacity due to physical or mental impairment), (iii) misappropriation, embezzlement or reckless or willful destruction of property of the partnership or any of its affiliates, (iv) knowing breach of any statutory or common law duty of loyalty to the partnership or any of its or their affiliates, (v) improper conduct materially prejudicial to the business of the partnership or any of its or their affiliates by, (vi) material breach of the provisions of any agreement regarding confidential information entered into with the partnership or any of its or their affiliates or (vii) the continuing failure or refusal to satisfactorily perform essential duties to the partnership or any of its or their affiliates.
We believe that permitting the accelerated vesting of equity awards upon a change in control creates an important retention tool for us by enabling employees to realize value from these awards in the event that we undergo a change in control transaction. In addition, we believe permitting acceleration of vesting upon a change in control and the acceleration of vesting awards upon a termination without “cause” in the case of the 2014 awards to Messrs. McCrea and Whitehurst creates a sense of stability in the course of transactions that could create uncertainty regarding their future employment and encourage these officers to remain focused on their job responsibilities.

Affiliate and Subsidiary Equity Awards. In addition to their roles as officers of our General Partner during 2016, Messrs. Long, McCrea, Mason and Whitehurst in their roles have certain responsibilities for all of the partnerships under ETE’s umbrella, including with respect to Mr. McCrea as member of the Boards of Directors of the general partners of ETP and Sunoco Logistics, with respect to Mr. Mason as a member of the Board of Directors of the general partner of Sunoco Logistics and with respect to Mr. Long, as Chief Financial Officer of ETP and a member of the Board of Directors of the general partner of Sunoco LP.
In December 2016, the ETP Compensation Committee approved grants of unit awards to Messrs. Long, McCrea, Mason and Whitehurst of 28,688, 153,765, 36,115 and 25,437 units, respectively, under the 2008 Incentive Plan related to ETP common units. The SXL Compensation Committee in December 2016 approved grants of unit awards to Messrs. Long, McCrea, Mason and Whitehurst of 16,021, 105,738, 25,211 and 17,757 units, respectively, under the Sunoco Logistics Plan related to Sunoco Logistics common units. The SUN Compensation Committee in December 2015 approved grants of units awards to Messrs. Long, Mason and Whitehurst of 22,210, 23,300, and 16,410 units, respectively under the 2012 Incentive Plan related to Sunoco LP common units.
The terms and conditions of the restricted unit/phantom awards to Messrs. Long, McCrea, Mason and Whitehurst under the 2008 Incentive Plan, the Sunoco Logistics Plan and the 2012 Incentive Plan, as applicable, were the same and provided for vesting over a five-year period, with 60% vesting at the end of the third year and the remaining 40% vesting at the end of the fifth year, subject generally to continued employment through each specified vesting date. All of the awards would be accelerated in the event of their death, disability or upon a change in control.
Unit Ownership Guidelines. In December 2013, the Board of Directors of our General Partner adopted the Executive Unit Ownership Guidelines (the “Guidelines”), which set forth minimum ownership guidelines applicable to certain executives of ETE and ETP with respect to ETE, ETP, Sunoco Logistics and Sunoco LP common units representing limited partnership interests, as applicable. The applicable Guidelines are denominated as a multiple of base salary, and the amount of common units required to be owned increases with the level of responsibility. Under these Guidelines, Mr. McReynolds as ETE’s President and Mr. McCrea as Group Chief Operations Officer and Chief Commercial Officer are expected to own common units having a minimum value of five times their base salaries and Messrs. Long, Mason and Whitehurst are expected to own common units having a minimum value of four times their base salaries. In addition to the named executive officers, the Guidelines also has plansapply to other executives, all of whom are expected to own either directly or indirectly in accordance with the terms of the Guidelines, common units having minimum values ranging from two to four times their respective base salaries.
The ETE Compensation Committee believes that the ownership of ETE, ETP, Sunoco Logistics and/or Sunoco LP common units, as reflected in these Guidelines, is an important means of tying the financial risks and rewards for its executives to ETE’s total unitholder return, aligning the interests of such executives with those of ETE’s Unitholders, and promoting ETE’s interest in good corporate governance.
Covered executives are generally required to achieve their ownership level within five years of becoming subject to the Guidelines; however, certain covered executives, based on their tenure as an executive, are required to achieve compliance within two years of the December 2013 effective date of the Guidelines. Thus, compliance with the Guidelines was required for Messrs. McReynolds, McCrea and Mason beginning in December 2015, and they were compliant. Compliance for Mr. Long will be required in December 2018, and compliance for Mr. Whitehurst will be required in August 2019.
Covered executives may satisfy the Guidelines through direct ownership of ETE, ETP, Sunoco Logistics, and/or Sunoco LP common units or indirect ownership by certain immediate family members. Direct or indirect ownership of ETE, ETP, Sunoco Logistics and/or Sunoco LP common units shall count on a one-to-one ratio for purposes of satisfying minimum ownership requirements; however, unvested unit awards may not be used to satisfy the minimum ownership requirements.
Executive officers, including the named executive officers, who have not yet met their respective guideline must retain and hold all common units (less common units sold to cover the executive’s applicable taxes and withholding obligation) received in connection with long-term incentive awards. Once the required ownership level is achieved, ownership of the required common units must be maintained for as long as the covered executive is subject to the Guidelines. However, those individuals who have met or exceeded their applicable ownership level guideline may dispose of the common units in a manner consistent with applicable laws, rules and regulations, including regulations of the SEC and our internal policies, but only to the extent that such individual’s remaining ownership of common units would continue to exceed the applicable ownership level.
The Board of Directors of ETP’s general partner and Sunoco Logistics’ general partner approved and adopted policies substantially identical to the Guidelines described above.
Qualified Retirement Plan Benefits.  The Energy Transfer Partners GP, L.P. 401(k) Plan (the “ETP 401(k) Plan”) is a defined contribution 401(k) plan, which provide health care benefits forcovers substantially all of its current retirees (“postretirement benefit plans”).our employees, including the named executive officers. Employees may elect to defer up to 100% of their eligible compensation after applicable taxes, as limited under the Internal Revenue Code.

We make a matching contribution that is not less than the aggregate amount of matching contributions that would be credited to a participant’s account based on a rate of match equal to 100% of each participant’s elective deferrals up to 5% of covered compensation. The postretirement benefit plansamounts deferred by the participant are unfundedfully vested at all times, and the costs are sharedamounts contributed by Sunocothe Partnership become vested based on years of service. We provide this benefit as a means to incentivize employees and its retirees. Priorprovide them with an opportunity to save for their retirement.
The Partnership provides a 3% profit sharing contribution to employee 401(k) accounts for all employees with a base compensation below a specified threshold. The contribution is in addition to the Sunoco Merger401(k) matching contribution and employees become vested based on October 5, 2012, pensionyears of service.
Health and Welfare Benefits.  All full-time employees, including our named executive officers may participate in ETP GP’s health and welfare benefit programs including medical, dental, vision, flexible spending, life insurance and disability insurance.
Termination Benefits.  Our named executive officers do not have any employment agreements that call for payments of termination or severance benefits under Sunoco’sor that provide for any payments in the event of a change in control of our General Partner. The ETP 2004 Unit Plan provides for immediate vesting of all unvested restricted unit awards in the event of a change in control, as defined benefit plans were frozenin the applicable plan. In addition, the ETP 2008 Incentive Plan and 2011 Incentive Plan provide the ETP Compensation Committee with the discretion, unless otherwise specified in the applicable award agreement, to provide for mostimmediate vesting of all unvested restricted unit awards in the event of a (i) change of control, as defined in the plan; (ii) death or (iii) disability, as defined in the applicable plan. In the case of the December 2014 and 2015 long-term incentive awards to the named executive officers under ETP’s 2008 Incentive Plan, the Sunoco Logistics Plan or the 2012 Incentive Plan, the awards would immediately and fully vest all unvested restricted unit awards in the event of a change of control, as defined in the applicable plan. Please refer to “Compensation Tables - Potential Payments Upon a Termination or Change of Control” for additional information.
Additionally, in connection with Mr. Welch joining ETE as Group Chief Financial Officer and Head of Business Development effective as of April 29, 2013, ETE agreed to award Mr. Welch 3,000,000 Common Units of ETE (after adjustment for the January 2014 and July 2015 two-for-one splits), subject to a period of restriction, under the ETE Plan pursuant to a Unit Award Under Long-Term Incentive Plan and the Time-Vested Restricted Unit Award Agreement, each dated as of April 29, 2013 (the “Original Award Agreements”). On December 23, 2013, ETE and Mr. Welch entered into (i) a Rescission Agreement in order to rescind the original offer letter to the extent it relates to the award of 3,000,000 common units of ETE (after adjustment for the January 2014 and July 2015 two-for-one splits) to Welch, the Original Award Agreements, and the receipt of cash amounts by Mr. Welch with respect to such awarded units and (ii) a new Class D Unit Agreement between ETE and Mr. Welch (the “Class D Unit Agreement”) providing for the issuance to Mr. Welch of an aggregate of 3,080,000 Class D Units of ETE (after unit split adjustments), which number of Class D Units includes an additional 80,000 Class D Units that were issued to Mr. Welch in connection with other changes to his original offer letter.
Under the terms of the Class D Unit Agreement, as amended, 30% of the Class D Units granted to Mr. Welch converted to ETE common units on a one-for-one basis on March 31, 2015, 35% were scheduled to convert to ETE common units on a one-for-one basis on March 31, 2018, and the remaining 35% were scheduled to convert to ETE common units on a one-for-one basis on March 31, 2020, subject in each case to Mr. Welch being in Good Standing with ETE (as defined in the Class D Unit Agreement) and there being a sufficient amount of gain available to be allocated to the Class D Units being converted so as to cause the capital account of each such unit to equal the capital account of an ETE Common Unit on the conversion date. Pursuant to the terms of the Class D Unit Agreement, upon a Change of Control (as defined in the Class D Unit Agreement), Termination without Cause or for Good Reason (as defined in the Class D Unit Agreement) or upon death or disability, all of the Class D Units issued to Mr. Welch would be convertible to ETE Common Units subject again to the availability of a sufficient amount of allocable gain and the requirement of Good Standing will cease to apply.
In August 2016, ETE and Mr. Welch entered into an additional amendment of the Class D Unit Agreement which modified the conversion schedule and provided for conversion of the remaining unconverted 2,156,000 Class D Units as of September 1, 2016.
Please refer to “– Compensation Tables – Potential Payments Upon a Termination or Change of Control” for additional information.
In addition, ETP GP has also adopted the ETP GP Severance Plan and Summary Plan Description effective as of June 12, 2013, (the “Severance Plan”), which provides for payment of certain severance benefits in the event of Qualifying Termination (as that term is defined in the Severance Plan). In general, the Severance Plan provides payment of two weeks of annual base salary for each year or partial year of employment service up to a maximum of fifty-two weeks or one year of annual base salary (with a minimum of four weeks of annual base salary) and up to three months of continued group health insurance coverage. The Severance Plan also provides that we may determine to pay benefits in addition to those provided under the Severance Plan based on special circumstances, which additional benefits shall be unique and non-precedent setting. The Severance Plan is available to all salaried employees on a nondiscriminatory basis; therefore, amounts that would be payable to our named executive officers upon a Qualified

Termination have been excluded from “Compensation Tables – Potential Payments Upon a Termination or Change of Control” below.
ETP Non-Qualified Deferred Compensation Plan (the “ETP NQDC Plan”) is a deferred compensation plan, which permits eligible highly compensated employees to defer a portion of their salary, bonus, and/or quarterly non-vested phantom unit distribution equivalent income until retirement, termination of employment or other designated distribution event. Each year under the ETP NQDC Plan, eligible employees are permitted to make an irrevocable election to defer up to 50% of their annual base salary, 50% of their quarterly non-vested phantom unit distribution income, and/or 50% of their discretionary performance bonus compensation during the following year. Pursuant to the ETP NQDC Plan, ETP may make annual discretionary matching contributions to participants’ accounts; however, ETP has not made any discretionary contributions to participants’ accounts and currently has no plans to make any discretionary contributions to participants’ accounts. All amounts credited under the ETP NQDC Plan (other than discretionary credits) are immediately 100% vested. Participant accounts are credited with deemed earnings or losses based on hypothetical investment fund choices made by the participants among available funds.
Participants may elect to have their account balances distributed in one lump sum payment or in annual installments over a period of three or five years upon retirement, and in a lump sum upon other termination events. Participants may also elect to take lump-sum in-service withdrawals five years or longer in the future, and such scheduled in-service withdrawals may be further deferred prior to the withdrawal date. Upon a change in control (as defined in the ETP NQDC Plan) of ETP, all ETP NQDC Plan accounts are immediately vested in full. However, distributions are not accelerated and, instead, are made in accordance with the ETP NQDC Plan’s normal distribution provisions unless a participant has elected to receive a change of control distribution pursuant to his deferral agreement. Mr. Owens is our only NEO to participate in this plan.
Risk Assessment Related to our Compensation Structure.  We believe that the compensation plans and programs for our named executive officers, as well as our other employees, are appropriately structured and are not reasonably likely to result in material risk to us. We believe these compensation plans and programs are structured in a manner that does not promote excessive risk-taking that could harm our value or reward poor judgment. We also believe we have allocated compensation among base salary and short and long-term compensation in such a way as to not encourage excessive risk-taking. In particular, we generally do not adjust base annual salaries for executive officers and other employees significantly from year to year, and therefore the annual base salary of our employees is not generally impacted by our overall financial performance or the financial performance of a portion of our operations. Our subsidiaries generally determine whether, and to what extent, their respective named executive officers receive a cash bonus based on achievement of specified financial performance objectives as well as the individual contributions of our named executive officers to the Partnership’s success. We and our subsidiaries use restricted units rather than unit options for equity awards because restricted units retain value even in a depressed market so that employees are less likely to take unreasonable risks to get, or keep, options “in-the-money.” Finally, the time-based vesting over five years for our long-term incentive awards ensures that the interests of employees align with those of our unitholders and our subsidiaries’ unitholders for our long-term performance.
Tax and Accounting Implications of Equity-Based Compensation Arrangements
Deductibility of Executive Compensation
We are a limited partnership and not a corporation for U.S. federal income tax purposes. Therefore, we believe that the compensation paid to the named executive officers is not subject to the deduction limitations under Section 162(m) of the Internal Revenue Code and therefore is generally fully deductible for U.S. federal income tax purposes.
Accounting for Unit-Based Compensation
For unit-based compensation arrangements we record compensation expense over the vesting period of the awards, as discussed further in Note 9 to our consolidated financial statements.
Compensation Committee Interlocks and Insider Participation
During 2016, the members of the ETE Compensation Committee were Mr. Turner and Mr. Ted Collins, Jr., until October 31, 2016, at which time Sunoco institutedMr. resigned from the board of directors of our General Partner. Subsequent to October 31, 2016, matters concerning compensation were deliberated by the members of the board of directors of our General Partner who would be eligible to serve on the ETE Compensation Committee, which consisted of Messrs. Turner, Brannon and Williams. None of Messrs. Turner, Brannon or Williams was an officer or employee of us or any of our subsidiaries or served as an officer of any company with respect to which any of our executive officers served on such company’s board of directors. In addition, Mr. Turner is not a discretionary profit-sharing contributionformer employee of ours or any of our subsidiaries.

Report of Compensation Committee
The board of directors of our General Partner has reviewed and discussed the section entitled “Compensation Discussion and Analysis” with the management of ETE. Based on behalfthis review and discussion, we have recommended that the Compensation Discussion and Analysis be included in this annual report on Form 10-K.

The Compensation Committee of these employees in its defined contribution plan. Postretirement medical benefits were also phased downthe
Board of Directors of LE GP, LLC,
general partner of Energy Transfer Equity, L.P.

K. Rick Turner
Richard D. Brannon
The foregoing report shall not be deemed to be incorporated by reference by any general statement or eliminated for all employees retiring after July 1, 2010. Sunoco has established a trust for its postretirement benefit liabilitiesreference to this annual report on Form 10-K into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate this information by making a tax-deductible contribution of approximately $200 millionreference, and restructuring the retiree medical plan to eliminate Sunoco’s liability beyond this funded amount. The retiree medical plan change eliminated substantially all of Sunoco’s future exposure to variances between actual results and assumptions used to estimate retiree medical plan obligations.

F - 68


Obligations and Funded Statusshall not otherwise be deemed filed under those Acts.
Pension and other postretirement benefit liabilities are accrued on an actuarial basis during the years an employee provides services.  The following table contains information at the dates indicated about the obligations and funded status of pension and other postretirement plans on a combined basis:
Compensation Tables
Summary Compensation Table
 December 31, 2013 December 31, 2012
 Pension Benefits      
 Funded Plans Unfunded Plans Other Postretirement Benefits Pension Benefits Other Postretirement Benefits
Change in benefit obligation:         
Benefit obligation at beginning of period$1,117
 $78
 $296
 $1,257
 $359
Service cost3
 
 
 3
 1
Interest cost33
 2
 6
 15
 3
Amendments
 
 2
 
 17
Benefits paid, net(99) (16) (26) (71) (8)
Curtailments
 
 
 
 (80)
Actuarial (gain) loss and other(74) (3) (14) (9) 4
Settlements(95) 
 
 
 
Dispositions(253) 
 (41) 
 
Benefit obligation at end of period$632
 $61
 $223
 $1,195
 $296
          
Change in plan assets:         
Fair value of plan assets at beginning of period906
 
 312
 941
 306
Return on plan assets and other43
 
 17
 22
 5
Employer contributions
 
 8
 14
 9
Benefits paid, net(99) 
 (26) (71) (8)
Settlements(95) 
 
 
 
Dispositions(155) 
 (27) 
 
Fair value of plan assets at end of period$600
 $
 $284
 $906
 $312
          
Amount underfunded (overfunded) at end of period$32
 $61
 $(61) $289
 $(16)
          
Amounts recognized in the consolidated balance sheets consist of:         
Non-current assets$
 $
 $86
 $
 $59
Current liabilities
 (9) (2) (15) (2)
Non-current liabilities(32) (52) (23) (274) (41)
 $(32) $(61) $61
 $(289) $16
          
Amounts recognized in accumulated other comprehensive loss (pre-tax basis) consist of:         
Net actuarial gain$(86) $(4) $(25) $(1) $(1)
Prior service cost
 
 18
 
 16
 $(86) $(4) $(7) $(1) $15
Name and Principal Position Year 
Salary
($)
 
Bonus (1)
($)
 
Equity
Awards (2)
($)
 
Option
Awards
($)
 
Non-Equity
Incentive Plan
Compensation
($)
 
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings (3)
($)
 
All Other
Compensation (4)
($)
 
Total
($)
ETE Officers:                  
John W. McReynolds 2016 $577,280
 $712,922
 $
 $
 $
 $
 $10,768
 $1,300,970
President 2015 560,154
 700,893
 
 
 
 
 11,103
 1,272,150
 2014 550,000
 687,500
 
 
 
 
 9,565
 1,247,065
Thomas E. Long 2016 454,154
 560,865
 2,007,697
 
 
 
 14,679
 3,037,395
Group Chief Financial Officer 2015 399,207
 480,296
 1,447,063
 
 
 
 14,282
 2,340,848
 2014 326,221
 391,465
 777,850
 
 
 
 14,032
 1,509,568
Marshall S. (Mackie) McCrea, III 2016 1,009,231
 1,533,990
 8,059,413
 
 
 
 14,818
 10,617,452
Group Chief Operating Officer and Chief Commercial Officer 2015 840,385
 1,294,192
 6,646,354
 
 
 
 14,282
 8,795,213
 2014 800,000
 1,120,000
 5,829,111
 
 
 
 14,072
 7,763,183
Thomas P. Mason 2016 571,729
 706,067
 2,524,064
       14,818
 3,816,678
Executive Vice President and General Counsel 2015 557,615
 6,300,000
 2,253,927
 
 
 
 14,282
 9,125,824
 2014 550,000
 687,500
 2,009,668
 
 
 
 37,576
 3,284,744
Brad Whitehurst 2016 503,354
 597,717
 1,777,758
       14,816
 2,893,645
Executive Vice President and Head of Tax 2015 485,962
 584,673
 1,587,514
 
 
 
 37,947
 2,696,096
 2014 184,519
 570,000
 6,489,787
 
 
 
 63,492
 7,307,798
Jamie W. Welch 2016 113,300
 
 
 
 
 
 4,793
 118,093
Former Group Chief Financial Officer and Head of Business Development 2015 557,615
 
 2,253,927
 
 
 
 13,610
 2,825,152
 2014 550,000
 687,500
 2,434,757
 
 
 7,765
 13,360
 3,693,382
(1)
The discretionary cash bonus amounts earned named executive officers for 2016 reflect cash bonuses approved by the ETE and ETP Compensation Committees in February 2016 that are expected to be paid on or before March 15, 2017.
(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 for additional assumptions underlying the value of the equity awards.
(3)
During 2016, Mr. Welch had a loss of $130,140 under the ETP NQDC Plan.
(4)
The amounts reflected for 2016 in this column include (i) matching contributions to the ETP 401(k) Plan made on behalf of the named executive officers of $9,200, $13,250, $13,250, $13,250, $13,250 and $4,532 for Messrs. McReynolds, Long, McCrea, Mason, Whitehurst and Welch, respectively, and (ii) the dollar value of life insurance premiums paid for the benefit of the named executive officers. The amounts deferred by the executive officers under the applicable 401(k) plan are fully vested at all times.

F - 69


The following table summarizes information at the dates indicated for plans with an accumulated benefit obligation in excess of plan assets:Plan-Based Awards Table
 December 31, 2013 December 31, 2012
 Pension Benefits      
 Funded Plans Unfunded Plans Other Postretirement Benefits Pension Benefits Other Postretirement Benefits
Projected benefit obligation$632
 $61
 N/A
 $1,195
 N/A
Accumulated benefit obligation632
 61
 223
 1,179
 $225
Fair value of plan assets600
 
 284
 906
 185
Components of Net Periodic Benefit Cost
 December 31, 2013 December 31, 2012
 Pension Benefits Other Postretirement Benefits Pension Benefits Other Postretirement Benefits
Net Periodic Benefit Cost:       
Service cost$3
 $
 $3
 $1
Interest cost35
 6
 15
 3
Expected return on plan assets(54) (9) (21) (5)
Prior service cost amortization
 1
 
 
Actuarial loss amortization2
 
 
 
Special termination benefits charge
 
 2
 
Curtailment recognition (1)

 
 
 (15)
Settlements(2) 
 
 
 (16) (2) (1) (16)
Regulatory adjustment (2)
5
 
 9
 2
Net periodic benefit cost$(11) $(2) $8
 $(14)
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)
ETP Unit Awards:          
Thomas E. Long 12/29/2016 28,688
 
 $
 $1,030,186
Marshal S. (Mackie) McCrea, III 12/29/2016 153,765
 
 
 5,521,701
Thomas P. Mason 12/29/2016 36,115
 
 
 1,296,890
Bradford D. Whitehurst 12/29/2016 25,437
 
 
 913,443
Sunoco Logistics Unit Awards:          
Thomas E. Long 12/29/2016 16,021
 
 
 384,504
Marshal S. (Mackie) McCrea, III 12/29/2016 105,738
 
 
 2,537,712
Thomas P. Mason 12/29/2016 25,211
 
 
 605,064
Bradford D. Whitehurst 12/29/2016 17,757
 
 
 426,168
Sunoco LP Unit Awards:          
Thomas E. Long 12/29/2016 22,210
 
 
 593,007
Thomas P. Mason 12/29/2016 23,300
 
 
 622,110
Bradford D. Whitehurst 12/29/2016 16,410
 
 
 438,147
(1) 
SubsequentWe 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.
Narrative Disclosure to Summary Compensation Table and Grants of the Plan-Based Awards Table
A description of material factors necessary to understand the information disclosed in the tables above with respect to salaries, bonuses, equity awards, nonqualified deferred compensation earnings (and losses), and 401(k) plan contributions can be found in the Compensation Discussion and Analysis that precedes these tables.

Outstanding Equity Awards at 2016 Fiscal Year-End Table
Name 
Grant Date
(1)
 Unit Awards
Number of Units That Have Not Vested
(#)
 
Market or Payout Value of Units That Have Not Vested
($) (2)
ETE Officers:      
ETP Unit Awards:      
Thomas E. Long 12/29/2016 28,688
 1,027,317
  12/9/2015 18,525
 663,380
  12/16/2014 13,651
 488,842
  12/5/2013 4,344
 155,559
  12/5/2012 4,124
 147,680
Marshal S. (Mackie) McCrea, III 12/29/2016 153,765
 5,506,325
  12/9/2015 123,507
 4,422,786
  12/16/2014 62,650
 2,243,497
  12/30/2013 27,750
 993,728
  1/10/2013 13,333
 477,455
Thomas P. Mason 12/29/2016 36,115
 1,293,278
  12/9/2015 29,155
 1,044,041
  12/16/2014 11,500
 411,815
  12/16/2014 10,104
 361,824
  12/30/2013 16,369
 586,181
  1/10/2013 12,000
 429,720
Bradford D. Whitehurst 12/29/2016 25,437
 910,899
  12/9/2015 20,535
 735,358
  12/16/2014 9,900
 354,519
  12/16/2014 8,661
 310,150
  8/1/2014 8,544
 305,961
  12/30/2013 11,281
 403,980
Sunoco Logistics Unit Awards:      
Thomas E. Long 12/29/2016 16,021
 384,824
  12/4/2015 11,208
 269,216
Marshal S. (Mackie) McCrea, III 12/29/2016 105,738
 2,539,827
  12/4/2015 93,390
 2,243,228
  12/5/2014 41,136
 988,087
  12/3/2013 21,840
 524,597
  1/24/2013 6,666
 160,117
Thomas P. Mason 12/29/2016 25,211
 605,568
  12/4/2015 22,046
 529,545
  12/5/2014 15,117
 363,110
Bradford D. Whitehurst 12/29/2016 17,757
 426,523
  12/4/2015 15,528
 372,983
  12/5/2014 13,060
 313,701
  8/1/2014 14,178
 340,556
Sunoco LP Unit Awards:      
Thomas E. Long 12/29/2016 22,210
 597,227
  12/16/2015 14,125
 379,821
Thomas P. Mason 12/29/2016 23,300
 626,537
  12/16/2015 18,523
 498,083
Bradford D. Whitehurst 12/29/2016 16,410
 441,265
  12/16/2015 13,046
 350,807
(1)
ETP common unit awards outstanding vest as follows:
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;
at a rate of 60% in December 2017 and 40% in December 2019 for awards granted in December 2014;
at a rate of 60% in December 2016 and 40% in December 2018 for awards granted in January 2014;
at a rate of 60% in December 2016 and 40% in December 2018 for awards granted in December 2013 and August 2014; and
at a rate of 60% in December 2015 and 40% in December 2017 for awards granted in January 2013 and December 2012.
Sunoco Logistics common unit awards outstanding vest as follows:
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;
at a rate of 60% in December 2017 and 40% in December 2019 for awards granted in December 2014;
at a rate of 60% in December 2016 and 40% in December 2018 for awards granted in December 2013; and
ratably in December of each year through 2017 for awards granted in January 2013.
Sunoco LP common unit awards outstanding vest as follows:
at a rate of 60% in December 2019 and 40% in December 2021 for awards granted in December 2016; and
at a rate of 60% in December 2018 and 40% in December 2020 for awards granted in December 2015.
(2)
Market value was computed as the Southern Union Merger, Southern Union amended certainnumber of its other postretirement employee benefit plans,unvested awards as of December 31, 2016 multiplied by the closing price of respective common units of ETP, Sunoco Logistics and Sunoco LP.
Option Exercises and Units Vested Table
  Unit Awards
Name 
Number of Units
Acquired on Vesting
(#)
 
Value Realized on Vesting
($) (1)
ETE Officers:    
ETE Unit Awards:    
John W. McReynolds 20,000
 $86,600
Jamie W. Welch 2,156,000
 38,592,400
ETP Unit Awards:    
Thomas E. Long 8,372
 294,937
Marshall S. (Mackie) McCrea, III 51,625
 1,818,697
Thomas P. Mason 32,554
 1,146,845
Bradford D. Whitehurst 29,738
 1,047,605
Sunoco Logistics Unit Award:    
Marshall S. (Mackie) McCrea, III 39,426
 934,869
Bradford D. Whitehurst 21,267
 504,283
(1)
Amounts presented represent the value realized upon vesting of these awards, which prospectively restrict participationis calculated as the number of units vested multiplied by the applicable closing market price of common units for ETE, ETP or Sunoco Logistics, accordingly, upon the vesting date.
We have not issued option awards.

Nonqualified Deferred Compensation Table
Name 
Executive Contributions in Last FY(1)
($)
 
Registrant Contributions in Last FY
($)
 
Aggregate Earnings in
Last FY(1)
($)
 
Aggregate Withdrawals/Distributions
($)
 
Aggregate Balance at Last FYE(1)
($)
ETE Officers:          
John W. McReynolds $
 $
 $
 $
 $
Jamie W. Welch 43,576
 
 (130,140) (181,052) 
Thomas E. Long 
 
 
 
 
Marshall S. (Mackie) McCrea, III 
 
 
 
 
Thomas P. Mason 
 
 
 
 
Bradford D. Whitehurst 
 
 
 
 
(1)
The executive contributions and aggregate earnings reflected above for Mr. Welch are included in total compensation in the plans for“Summary Compensation Table”; the impacted active employees.  The plan amendments resultedremainder of the aggregate balance at last fiscal year end was reported as compensation in the plans becoming currently over-funded and, accordingly, Southern Union recorded a pre-tax curtailment gain of $75 million.  Such gain was offset by establishment of a non-current refund liability in the amount of $60 million.  As such, the net curtailment gain recognition was $15 millionprevious fiscal years.
A description of the key provisions of the Partnership’s deferred compensation plan can be found in the compensation discussion and analysis above.
Potential Payments Upon a Termination or Change of Control
Equity Awards. As discussed in our Compensation Discussion and Analysis above, any unvested equity awards granted pursuant the ETE Plan will automatically become vested upon a change of control, which is generally defined as the occurrence of one or more of the following events: (i) any person or group becomes the beneficial owner of 50% or more of the voting power or voting securities of ETE or its general partner; (ii) LE GP, LLC or an affiliate of LE GP, LLC ceases to be the general partner of ETE; or (iii) the sale or other disposition, including by liquidation or dissolution, of all or substantially all of the assets of ETE in one or more transactions to anyone other than an affiliate of ETE.
In addition, as explained in Equity Awards section of our Compensation Discussion and Analysis above, the restricted unit awards under the equity incentive plans of ETE and its affiliated partnerships, generally require the continued employment of the recipient during the vesting period, provided however, the unvested awards will be accelerated in the event of the death or disability of the award recipient prior to the applicable vesting period being satisfied. In addition, in the event of a change in control of the partnership, all unvested awards granted under the Energy Transfer Partners, L.P. Amended and Restated 2011 Long-Term Incentive Plan (the “2011 Incentive Plan”), as well as awards granted in 2014, 2015 and 2016 under the 2008 Incentive Plan, the Sunoco Logistics Plan and the 2012 Incentive Plan would be accelerated. For awards granted under the 2008 Incentive Plan, the Sunoco Logistics Plan or the 2012 Incentive Plan prior to 2014, unvested awards may also become vested upon a change in control at the discretion of the applicable compensation committee. This discussion assumes a scenario in which the ETP Compensation Committee, the Sunoco Logistics Compensation Committee and the SUN Compensation Committee do not exercise their discretion to accelerate unvested awards granted prior to 2014 in connection with a change in control.
The 2014 awards to Messrs. McCrea and Whitehurst, whether awarded under the 2008 Incentive Plan, the 2011 Incentive Plan or the Sunoco Logistic Plan included a provision in the applicable award agreement for acceleration of unvested restricted unit/restricted phantom unit awards upon a termination of employment by the general partner of the applicable partnership issuing the award without “cause.” For purposes of the awards the term “cause” shall mean: (i) a conviction (treating a nolo contendere plea as a conviction) of a felony (whether or not any right to appeal has been or may be exercised), (ii) willful refusal without proper cause to perform duties (other than any such refusal resulting from incapacity due to physical or mental impairment), (iii) misappropriation, embezzlement or reckless or willful destruction of property of the partnership or any of its affiliates, (iv) knowing breach of any statutory or common law duty of loyalty to the partnership or any of its or their affiliates, (v) improper conduct materially prejudicial to the business of the partnership or any of its or their affiliates, (vi) material breach of the provisions of any agreement regarding confidential information entered into with the partnership or any of its or their affiliates or (vii) the continuing failure or refusal to satisfactorily perform essential duties to the partnership or any of its or their affiliates.
In addition, the ETP Compensation Committee has approved a retirement provision which provides that employees, including the named executive officers with at least ten years of service with the general partner, who leave the respective general partner voluntarily due to retirement (i) after age 65 but prior to age 68 are eligible for accelerated vesting of 40% of his or her award; or (ii) after 68 are eligible for accelerated vesting of 50% his or her award. The Sunoco Logistics Compensation Committee beginning with awards made in December 2014 have included a provision in the award agreement which provides that employees, including the named executive officers with at least ten years of service with the general partner, who leave the general partner voluntarily

due to retirement (i) after age 65 but prior to age 68 are eligible for accelerated vesting of 40% of his or her award; or (ii) after 68 are eligible for accelerated vesting of 50% his or her award.
With respect to Mr. Mason, in February 2016, the ETE Compensation Committee approved a one-time special incentive retention bonus in the amount of $6,300,000 (the “Special Bonus”).  The Special Bonus was approved by the ETE Compensation Committee based on a recommendation of ETE senior management in recognition of, among other things, (i) Mr. Mason’s appointment as the Executive Vice President and General Counsel of the General Partner; (ii) his 2015 calendar year performance; and (iii) his contributions to ETE and its family of partnerships on several key initiatives, including (a) the drop-down transactions by and between ETP and Sunoco LP, (b) the proposed merger transaction between the ETE and The Williams Companies, Inc., (c) the liquefied natural gas (LNG) export project of ETE, and (d) the simplification of the overall Energy Transfer family structure.  The approval of the Special Bonus by the ETE Compensation Committee was conditioned upon entry by Mr. Mason into a Retention Agreement with ETE (the “Retention Agreement”) which provides (i) if, prior to the third (3rd) anniversary of the effective date of the Retention Agreement, Mr. Mason’s employment with ETE or one of its affiliates terminates (other than as a result of (x) a termination without cause by ETE or by Mr. Mason for Good Reason; (y) his death; or (z) his permanent disability as determined by ETE), he will be obligated to remit and repay one-hundred percent (100%) of the Special Bonus to ETE; (ii) if, after the third (3rd) anniversary but prior to the fourth (4th) anniversary of the effective date of the Retention Agreement, Mr. Mason’s employment with ETE or one of its affiliates terminates (other than as a result of (x) a termination without cause by ETE or by Mr. Mason for Good Reason; (y) his death; or (z) his permanent disability as determined by ETE), he will be obligated to remit and repay seventy-five percent (75%) of the Special Bonus to ETE; and (iii) if, after the fourth (4th) anniversary but prior to the fifth (5th) anniversary of the effective date of the Retention Agreement, Mr. Mason’s employment with ETE or one of its affiliates terminates (other than as a result of (x) a termination without cause by ETE or by Mr. Mason for Good Reason; (y) his death; or (z) his permanent disability as determined by ETE), he will be obligated to remit and repay fifty percent (50%) of the Special Bonus to ETE.  Mr. Mason and ETE entered into the Retention Agreement on February 24, 2016.
Deferred Compensation Plan. As discussed in our Compensation Discussion and Analysis above, all amounts under the ETP NQDC Plan (other than discretionary credits) are immediately 100% vested. Upon a change of control (as defined in the ETP NQDC Plan), distributions from the respective plan would be made in accordance with the normal distribution provisions of the respective plan. A change of control is generally defined in the ETP NQDC Plan as any change of control event within the meaning of Treasury Regulation Section 1.409A-3(i)(5).
Director Compensation
Directors of our General Partner, who are employees of the ETP GP or any of their subsidiaries, are not eligible for director compensation. In 2016, the compensation arrangements for outside directors included a $50,000 annual retainer for services on the board. If a director served on the ETE Audit Committee, such director would receive an annual retainer ($10,000 or $15,000 in the case of the chairman) and meeting attendance fees ($1,200). If a director served on the ETE Compensation Committee, such director would receive an annual cash retainer ($5,000 or $7,500 in the case of the chairman) and meeting attendance fees ($1,200).
The outside directors of our General Partner are also entitled to an annual award under the ETE Plan equal to an aggregate of $100,000 divided by the closing price of ETE common units on the date of grant. These ETE common units will vest 60% after the third year and the remaining 40% after the fifth year after the grant date. The compensation expense recorded is based on the grant-date market value of the ETE common units and is recognized over the vesting period. Distributions are paid during the vesting period.

The compensation paid to the non-employee directors of our General Partner in 2016 is reflected in the following table:
Name 
Fees Paid in Cash
($) (1)
 
Unit Awards
($) (2)
 
All Other Compensation
($)
 
Total
($)
Richard D. Brannon (3)
        
As ETE director $44,585
 $25,825
 $
 $70,410
K. Rick Turner 

 

   
As ETE director 88,300
 99,995
 
 188,295
As Sunoco LP Director     
 
William P. Williams 

     
As ETE director 99,600
 99,995
 
 199,595
As Sunoco LP Director     
 
Ted Collins, Jr. (4)
        
As ETE director 70,947
 99,995
 
 170,942
As ETP director 87,852
 100,001
 
 187,853
(1)
Fees paid in cash are based on amounts paid during the period.
(2) 
Southern Union has historically recovered certain qualified pension benefit plan and other postretirement benefit plan costs through rates charged to utility customers in its distribution operation.  Certain utility commissions require thatUnit award amounts reflect the recoveryaggregate grant date fair value of these costs beawards granted based on the Employee Retirement Income Security Actmarket price of 1974,ETE common units, ETP common units or Sunoco LP Common Units, accordingly, as amended, or other utility commission specific guidelines.  The difference between these regulatory-based amounts andof the periodic benefit cost calculated pursuant to GAAP is deferred as a regulatory asset or liability and amortized to expense over periods in which this difference will be recovered in rates, as promulgated by the applicable utility commission.grant date.
Assumptions
The weighted-average assumptions used in determining benefit obligations at the dates indicated are shown in the table below:
 December 31, 2013 December 31, 2012
 Pension Benefits Other Postretirement Benefits Pension Benefits Other Postretirement Benefits
Discount rate4.65% 2.33% 3.41% 2.39%
Rate of compensation increaseN/A
 N/A
 3.17% N/A

F - 70


The weighted-average assumptions used in determining net periodic benefit cost for the periods presented are shown in the table below:
 December 31, 2013 December 31, 2012
 Pension Benefits Other Postretirement Benefits Pension Benefits Other Postretirement Benefits
Discount rate3.50% 2.68% 2.37% 2.43%
Expected return on assets:     
  
Tax exempt accounts7.50% 6.95% 7.63% 7.00%
Taxable accountsN/A
 4.42% N/A
 4.50%
Rate of compensation increaseN/A
 N/A
 3.02% N/A
The long-term expected rate of return on plan assets was estimated based on a variety of factors including the historical investment return achieved over a long-term period, the targeted allocation of plan assets and expectations concerning future returns in the marketplace for both equity and fixed income securities. Current market factors such as inflation and interest rates are evaluated before long-term market assumptions are determined. Peer data and historical returns are reviewed to ensure reasonableness and appropriateness.
The assumed health care cost trend rates used to measure the expected cost of benefits covered by Southern Union’s and Sunoco’s other postretirement benefit plans are shown in the table below:
  December 31,
  2013 2012
Health care cost trend rate assumed for next year 7.57% 7.78%
Rate to which the cost trend is assumed to decline (the ultimate trend rate) 5.42% 5.32%
Year that the rate reaches the ultimate trend rate 2018
 2018
Changes in the health care cost trend rate assumptions are not expected to have a significant impact on postretirement benefits.
Plan Assets
For the Southern Union plans, the overall investment strategy is to maintain an appropriate balance of actively managed investments with the objective of optimizing longer-term returns while maintaining a high standard of portfolio quality and achieving proper diversification.  To achieve diversity within its pension plan asset portfolio, Southern Union has targeted the following asset allocations: equity of 25% to 70%, fixed income of 15% to 35%, alternative assets of 10% to 35% and cash of 0% to 10%.  To achieve diversity within its other postretirement plan asset portfolio, Southern Union has targeted the following asset allocations: equity of 25% to 35%, fixed income of 65% to 75% and cash and cash equivalents of 0% to 10%.  
The investment strategy of Sunoco funded defined benefit plans is to achieve consistent positive returns, after adjusting for inflation, and to maximize long-term total return within prudent levels of risk through a combination of income and capital appreciation. The objective of this strategy is to reduce the volatility of investment returns, maintain a sufficient funded status of the plans and limit required contributions. Sunoco has targeted the following asset allocations: equity of 35%, fixed income of 55%, and private equity investments of 10%. Sunoco anticipates future shifts in targeted asset allocations from equity securities to fixed income securities if funding levels improve due to asset performance or Sunoco contributions.

F - 71


The fair value of the pension plan assets by asset category at the dates indicated is as follows:
  
Fair Value
as of
 
Fair Value Measurements at
December 31, 2013
Using Fair Value Hierarchy
  December 31, 2013 Level 1 Level 2 Level 3
Asset Category:        
Cash and cash equivalents $12
 $12
 $
 $
Mutual funds (1)
 368
 
 281
 87
Fixed income securities 220
 
 220
 
Total $600
 $12
 $501
 $87
(1)(3)
Primarily comprisedMr. Brannon was appointed to the Board of approximately 66% equities, 10% fixed income securities, and 24%Directors of our General Partner in other investments asMarch 2016.
(4)
Mr. Collins resigned from the Board of December 31, 2013.Directors of our General Partner in October 2016.
As of December 31, 2016, Mr. Brannon had 2,500 unvested ETE restricted units outstanding, Mr. Turner had 18,157 unvested ETE restricted units outstanding and Mr. Williams had 10,523 ETE restricted units outstanding.
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED UNITHOLDER MATTERS
Equity Compensation Plan Information
At the time of our initial public offering, we adopted the Energy Transfer Equity, L.P. Long-Term Incentive Plan for the employees, directors and consultants of our General Partner and its affiliates who perform services for us. The long-term incentive plan provides for the following five types of awards: restricted units, phantom units, unit options, unit appreciation rights and distribution equivalent rights. The long-term incentive plan limits the number of units that may be delivered pursuant to awards to three million units. Units withheld to satisfy exercise prices or tax withholding obligations are available for delivery pursuant to other awards. The plan is administered by the compensation committee of the board of directors of our General Partner.
The following table sets forth in tabular format, a summary of our equity plan information as of December 31, 2016:
  
Fair Value
as of
 
Fair Value Measurements at
December 31, 2012
Using Fair Value Hierarchy
  December 31, 2012 Level 1 Level 2 Level 3
Asset Category:        
Cash and cash equivalents $25
 $25
 $
 $
Mutual funds (1)
 516
 
 433
 83
Fixed income securities 354
 
 354
 
Multi-strategy hedge funds (2)
 11
 
 11
 
Total $906
 $25
 $798
 $83
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:
Energy Transfer Equity, L.P. Long-Term Incentive Plan

8,271,767
Total
$
8,271,767

Energy Transfer Equity, L.P. Units
The following table sets forth certain information as of February 17, 2017, regarding the beneficial ownership of our securities by certain beneficial owners, each director and named executive officer of our General Partner and all directors and executive officers of our General Partner as a group. The General Partner knows of no other person not disclosed herein who beneficially owns more than 5% of our Common Units.
Title of Class 
Name and Address of
Beneficial Owner (1)
 
Beneficially
Owned (2)
 Percent of Class
Common Units 
Kelcy L. Warren (7)
 187,739,220
 17.4%
  
Ray C. Davis (3)
 68,216,204
 6.3%
  
John W. McReynolds (5)
 25,085,888
 2.3%
  
Thomas E. Long (4)
 
 *
  Marshall S. (Mackie) McCrea, III 2,351,202
 *
  Thomas P. Mason 583,000
 *
  
Brad Whitehurst (9)
 9,386
 *
  Jamie Welch 3,130,000
 *
  Richard D. Brannon 46,116
 *
  Matthew S. Ramsey 52,317
 *
  
K. Rick Turner (6)
 464,395
 *
  
William P. Williams (8)
 5,405,051
 *
  All Directors and Executive Officers as a group (12 persons) 293,082,779
 27.2%

*Less than 1%

(1) 
Primarily comprised of approximately 36% equities, 54% fixed income securities, and 10% inThe address for Mr. Davis is 5950 Sherry Lane, Dallas, Texas 75225. The address for all other investments as of December 31, 2012. 
beneficial owners listed above is 8111 Westchester Drive, 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. Nature of beneficial ownership is direct with sole investment and disposition power unless otherwise noted. The number of Common Units shown do not include Common Units that may result from the conversion of our Series A Convertible Preferred Units, since such conversion is not expected to occur within the next 60 days.
Primarily(3)
As reported on Mr. Davis’ Schedule 13D/A filing dated February 25, 2015, includes hedge funds that invest in multiple strategies, including relative value, opportunistic/macro, long/short equities, merger arbitrage/event driven, credit,41,692 units held by Avatar Holdings LLC, 557,436 units held by Avatar BW, LLC, 22,742,680 units held by Avatar ETC Stock Holdings LLC, 2,868,948 units held by Avatar Investments LP, 97,668 units held by Avatar Stock Holdings LLC and short selling strategies,781,968 units held by RCD Stock Holdings LLC, all of which entities are owned or controlled by Mr. Davis. Also includes 12,892,020 units held by a remainder trust for Mr. Davis’ spouse and 8,703,376 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 generate long-term capital appreciation throughunits held directly. Also includes 264,804 units attributable to ET Company Ltd. Mr. Davis is a portfolio having a diversified risk profile with relatively low volatilityformer executive officer of ETP and a low correlation with traditional equity and fixed-income markets.  These investments can generally be redeemedformer director of our General Partner.
(4)
Mr. Long replaced Mr. Welch as Group Chief Financial Officer of our General Partner effective as of February 5, 2016.
(5)
Includes 14,490,408 units held by McReynolds Energy Partners L.P. and 10,086,280 units held by McReynolds Equity Partners L.P., the last daygeneral partners of which are owned by Mr. McReynolds. Mr. McReynolds disclaims beneficial ownership of units owned by such limited partnerships other than to the extent of his interest in such entities.
(6)
Includes (i) 51,731 units held by Mr. Turner directly; (ii) 89,084 units held in a calendar quarter atpartnership controlled by the net asset value per shareStephens Group, Mr. Turner’s former employer; (iii) 8,000 units held by the Turner Family Partnership; and (iv) 157,790 units held by the Turner Liquidating Trust.  The voting and disposition of the investmentunits held by the Stephens Group partnership is controlled by the board of directors of the Stephens Group. With respect to the 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 units, except to the extent of his interest in the partnership.  With respect to the units held by the Turner Liquidating Trust, Mr. Turner exercises one-third of the shared voting and dispositive power with approximately 65 days prior written notice.the
The fair value
administrator of the other postretirement plan assetsliquidating trust and Mr. Turner’s ex-wife, who beneficially owns an additional 157,790 units. Mr. Turner disclaims beneficial ownership of the units owned by asset category at the dates indicated is as follows:
  
Fair Value
as of
 
Fair Value Measurements at
December 31, 2013
Using Fair Value Hierarchy
  December 31, 2013 Level 1 Level 2 Level 3
Asset Category:        
Cash and Cash Equivalents $10
 $10
 $
 $
Mutual funds (1)
 130
 112
 18
 
Fixed income securities 144
 
 144
 
Total $284
 $122
 $162
 $
his ex-wife.
(1)(7)
Primarily comprised
Includes 79,102,200 units held by Kelcy Warren Partners, L.P. and 8,244,900 units held by Kelcy Warren Partners II, L.P., the general partners of approximately 41% equities, 48% fixed income securities, 6% cash,which are owned by Mr. Warren. Also includes 73,853,812 units held by Seven Bridges Holdings, LLC, of which Mr. Warren is a member. Also includes 5,012 units attributable to the interest of Mr. Warren in ET Company Ltd and 5%Three Dawaco, Inc., over which Mr. Warren exercises shared voting and dispositive power with Ray Davis. Also includes 601,076 units held by LE GP, LLC. Mr. Warren may be deemed to own units held by LE GP, LLC due to his ownership of 81.2% of its member interests. The voting and disposition of these units is directly controlled by the boardof directors of LE GP, LLC. Mr. Warren disclaims beneficial ownership of units owned by LE GP, LLC other than to the extent of his interest in other investments as of December 31, 2013.such entity. Also includes 84,000 units held by Mr. Warren’s spouse.
The Level 1 plan assets are valued based on active market quotes.  The Level 2 plan assets are valued based on the net asset value per share (or its equivalent) of the investments, which was not determinable through publicly published sources but was calculated consistent with authoritative accounting guidelines.  See Note 2for information related to the framework used to measure the fair value of its pension and other postretirement plan assets.

F - 72


  
Fair Value
as of
 
Fair Value Measurements at
December 31, 2012
Using Fair Value Hierarchy
  December 31, 2012 Level 1 Level 2 Level 3
Asset Category:        
Cash and Cash Equivalents $7
 $7
 $
 $
Mutual funds (1)
 147
 126
 21
 
Fixed income securities 158
 
 158
 
Total $312
 $133
 $179
 $
(1)(8) 
Primarily comprisedIncludes 2,338,484 units held by the Williams Family Partnership Ltd and 3,032,028 units held by the Bar W Barking Cat Ltd. Partnership. Mr. Williams disclaims beneficial ownership of approximately 19% equities, 74% fixed income securities, 4% cash, and 3%units owned by such entities, except to the extent of his interest in other investments as of December 31, 2012.
such entities.
The Level 1 plan assets are valued based on active market quotes.  The Level 2 plan assets are valued based on the net asset value per share (or its equivalent) of the investments, which was not determinable through publicly published sources but was calculated consistent with authoritative accounting guidelines.  See Note 2for information related to the framework used to measure the fair value of its pension and other postretirement plan assets.
Contributions
We expect to contribute approximately $23 million to pension plans and approximately $18 million to other postretirement plans in2014.  The cost of the plans are funded in accordance with federal regulations, not to exceed the amounts deductible for income tax purposes.
Benefit Payments
Southern Union’s and Sunoco’s estimate of expected benefit payments, which reflect expected future service, as appropriate, in each of the next five years and in the aggregate for the five years thereafter are shown in the table below:
  Pension Benefits  
Years Funded Plans Unfunded Plans Other Postretirement Benefits (Gross, Before Medicare Part D)
2014 $82
 $9
 $31
2015 77
 9
 29
2016 67
 8
 28
2017 61
 7
 26
2018 56
 7
 24
2019 – 2023 220
 23
 87
The Medicare Prescription Drug Act provides for a prescription drug benefit under Medicare (“Medicare Part D”) as well as a federal subsidy to sponsors of retiree health care benefit plans that provide a prescription drug benefit that is at least actuarially equivalent to Medicare Part D.
Southern Union does not expect to receive any Medicare Part D subsidies in any future periods.
14.
(9)
RELATED PARTY TRANSACTIONS:Includes 4,355 units held in a family trust. Mr. Whitehurst disclaims beneficial ownership of the units held by such trust, except to the extent of his interest in such trust.
In connection with the Parent Company Credit Agreement, ETE and certain of its subsidiaries entered into a Pledge and Security Agreement (the “Security Agreement”) with Credit Suisse AG, Cayman Islands Branch, as collateral agent (the “Collateral Agent”). The Security Agreement secures all of ETE’s obligations under the Parent Company Credit Agreement and grants to the Collateral Agent a continuing first priority lien on, and security interest in, all of ETE’s and the other grantors’ tangible and intangible assets.
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
At December 31, 2016, our interests in ETP and Sunoco LP consisted of 100% of the respective general partner interests and IDRs, as well as 2.6 million ETP common units and 81.0 million ETP Class H units held by us or our wholly-owned subsidiaries. We also own 0.1% of Sunoco Partners LLC, the entity that owns the general partner interest and IDRs of Sunoco Logistics, while ETP owns the remaining 99.9% of Sunoco Partners LLC. Additionally, ETE owns 100 ETP Class I Units, the distributions from which offset a portion of IDR subsidies ETE has previously provided to ETP.
The Parent Company’s principal sources of cash flow are derived from its direct and indirect investments in the limited partner and general partner interests in ETP and Sunoco LP, both of which are publicly traded master limited partnerships engaged in diversified energy-related services, and cash flows from the operations of Lake Charles LNG.
ETP and Sunoco LP are required by their respective partnership agreements to distribute all cash on hand at the end of each quarter, less appropriate reserves determined by the board of directors of their respective general partners.
In connection with ETE’s 2014 acquisition of Lake Charles LNG, ETP agreed to continue to provide management services for ETE through 2015 in relation to both Lake Charles LNG’s regasification facility and the development of a liquefaction project at Lake Charles LNG’s facility, for which ETE has agreed to pay incremental management fees to ETP of $75 million per year for the years ending December 31, 2014 and 2015. ETE also agreed to provide additional subsidies to ETP through the relinquishment of future incentive distributions, as discussed further in Note 8 to our consolidated financial statements.
Mr. McCrea, a current director of LE GP, LLC, our General Partner, is also a director and executive officer of ETP GP. In addition, Mr. Warren, the Chairman of our Board of Directors, is also a director and executive officer of ETP GP.
For a discussion of director independence, see Item 10. “Directors, Executive Officers and Corporate Governance.”
As a policy matter, our Conflicts Committee generally reviews any proposed related party transaction that may be material to the Partnership to determine whether the transaction is fair and reasonable to the Partnership. The Partnership’s board of directors makes the determinations as to whether there exists a related party transaction in the normal course of reviewing transactions for approval as the Partnership’s board of directors is advised by its management of the parties involved in each material transaction as to which the board of directors’ approval is sought by the Partnership’s management. In addition, the Partnership’s board of directors makes inquiries to independently ascertain whether related parties may have an interest in the proposed transaction. While there are no written policies or procedures for the board of directors to follow in making these determinations, the Partnership’s board makes those determinations in light of its contractually-limited fiduciary duties to the Unitholders. The partnership agreement of ETE provides that any matter approved by the Conflicts Committee will be conclusively deemed to be fair and reasonable to ETE, approved by all the partners of ETE and not a breach by the General Partner or its Board of Directors of any duties they may owe ETE or the Unitholders (see “Risks Related to Conflicts of Interest” in Item 1A. Risk Factors” in this annual report).

The Parent Company has agreements with subsidiaries to provide or receive various general and administrative services. The Parent Company pays ETP to provide services on its behalf and the behalf of other subsidiaries of the Parent Company. The Parent Company receives management fees from certain of its subsidiaries, which include the reimbursement of various general and administrative services for expenses incurred by ETP on behalf of those subsidiaries. All such amounts have been eliminated in our consolidated financial statements.
InETP has an operating lease agreement with the ordinary courseformer owners of business, our subsidiaries haveETG, including Mr. Warren. ETP pays these former owners $5 million in operating lease payments per year through 2017. With respect to the related party transactions between each other which are generally based on transactions made at market-related rates. Our consolidated revenues and expenses reflecttransaction with ETG, the eliminationConflicts Committee of all material intercompany transactions (see Note 15).

F - 73


In addition, subsidiaries of ETE recorded sales with affiliates of $1.44 billion, $189 million and $1.05 billion duringETP met numerous times prior to the years ended December 31, 2013, 2012 and 2011, respectively.
15.REPORTABLE SEGMENTS:
As a resultconsummation of the Holdco Acquisitiontransaction to discuss the terms of the transaction. The committee made the determination that the sale of ETG to ETP was fair and reasonable to ETP and that the terms of the operating lease between ETP and the former owners of ETG are fair and reasonable to ETP.
ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES
The following sets forth fees billed by Grant Thornton LLP for the audit of our annual financial statements and other services rendered (dollars in April 2013, our reportable segments were re-evaluated and currently reflect the following reportable segments, which conduct their business exclusively in the United States of America, as follows:millions):
Investment in ETP, including the consolidated operations of ETP;
 Years Ended December 31,
 2016 2015
Audit fees (1)
$9.6
 $9.0
Audit-related fees (2)
0.5
 0.8
Tax fees (3)
0.1
 0.1
Total$10.2
 $9.9
Investment in Regency, including the consolidated operations of Regency; and
Corporate and Other, including the following:
(1)
activitiesIncludes fees for audits of annual financial statements of our companies, reviews of the Parent Company;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 and 2015 for financial statement audits and interim reviews of subsidiary entities in connection with contribution and sale transactions. Includes fees in 2016 and 2015 in connection with 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.service organization control report on Panhandle’s centralized data center.
Related party transactions among our segments are generally based on transactions made at market-related rates. Consolidated revenues and expenses reflect the elimination of all material intercompany transactions.
We previously reported net income as a measure of segment performance. Due to the change in our reportable segments described above, the financial information available to our chief operating decision maker to assess the performance is now based on Segment Adjusted EBITDA. Therefore, we have accordingly revised our segment operating performance measure that we report. We define Segment Adjusted EBITDA as earnings before interest, taxes, depreciation, amortization and other non-cash items, such as non-cash compensation expense, gains and losses on disposals of assets, the allowance for equity funds used during construction, unrealized gains and losses on commodity risk management activities, non-cash impairment charges, loss on extinguishment of debt, gain on deconsolidation and other non-operating income or expense items. Unrealized gains and losses on commodity risk management activities includes unrealized gains and losses on commodity derivatives and inventory fair value adjustments (excluding lower of cost or market adjustments). Segment Adjusted EBITDA reflects amounts for less than wholly owned subsidiaries based on 100% of the subsidiaries’ results of operations and for unconsolidated affiliates based on the Partnership’s proportionate ownership. Based on the change in our segment performance measure, we have recast the presentation of our segment results for the prior years to be consistent with the current year presentation.
As discussed in Note 3, Regency completed its acquisition of SUGS on April 30, 2013. Therefore, the investment in Regency segment amounts have been retrospectively adjusted to reflect SUGS beginning March 26, 2012.
Eliminations in the tables below include the following:
ETP’s Segment Adjusted EBITDA reflects 100% of Lone Star, which is a consolidated subsidiary of ETP. Regency’s Segment Adjusted EBITDA includes its 30% investment in Lone Star. Therefore, 30% of the results of Lone Star are included in eliminations.
ETP’s Segment Adjusted EBITDA reflects the results of SUGS from March 26, 2012 to April 30, 2013. Because the SUGS Contribution was a transaction between entities under common control, Regency’s results have been recast to retrospectively consolidate SUGS beginning March 26, 2012. Therefore, the eliminations also include the results of SUGS from March 26, 2012 to April 30, 2013.


F - 74


 Years Ended December 31,
 2013 2012 2011
Revenues:     
Investment in ETP:     
Revenues from external customers$46,210
 $15,671
 $6,761
Intersegment revenues129
 31
 38
 46,339
 15,702
 6,799
Investment in Regency:     
Revenues from external customers2,404
 1,986
 1,426
Intersegment revenues117
 14
 8
 2,521
 2,000
 1,434
Adjustments and Eliminations:(525) (738) (43)
Total revenues$48,335
 $16,964
 $8,190
Costs of products sold:     
Investment in ETP$41,204
 $12,266
 $4,175
Investment in Regency1,793
 1,387
 1,013
Adjustments and Eliminations(443) (565) (19)
Total costs of products sold$42,554
 $13,088
 $5,169
Depreciation and amortization:     
Investment in ETP1,032
 656
 405
Investment in Regency287
 252
 169
Corporate and Other16
 14
 12
Adjustments and Eliminations(22) (51) 
Total depreciation and amortization$1,313
 $871
 $586
 Years Ended December 31,
 2013 2012 2011
Equity in earnings of unconsolidated affiliates:     
Investment in ETP$172
 $142
 $26
Investment in Regency135
 105
 120
Adjustments and Eliminations(71) (35) (29)
Total equity in earnings of unconsolidated affiliates$236
 $212
 $117

F - 75


 Years Ended December 31,
 2013 2012 2011
Segment Adjusted EBITDA:     
Investment in ETP$3,953
 $2,744
 $1,781
Investment in Regency608
 517
 420
Corporate and Other(43) (52) (29)
Adjustments and Eliminations(151) (104) (41)
Total Segment Adjusted EBITDA4,367
 3,105
 2,131
Depreciation and amortization(1,313) (871) (586)
Interest expense, net of interest capitalized(1,221) (1,018) (740)
Bridge loan related fees
 (62) 
Gain on deconsolidation of Propane Business
 1,057
 
Gain on sale of AmeriGas common units87
 
 
Goodwill impairment(689) 
 
Gains (losses) on interest rate derivatives53
 (19) (78)
Non-cash unit-based compensation expense(61) (47) (42)
Unrealized gains on commodity risk management activities48
 10
 7
Losses on extinguishments of debt(162) (123) 
LIFO valuation adjustments3
 (75) 
Adjusted EBITDA related to discontinued operations(76) (99) (23)
Adjusted EBITDA related to unconsolidated affiliates(727) (647) (231)
Equity in earnings of unconsolidated affiliates236
 212
 117
Non-operating environmental remediation(168) 
 
Other, net(2) 14
 (7)
Income from continuing operations before income tax expense$375
 $1,437
 $548
 December 31,
 2013 2012 2011
Total assets:     
Investment in ETP$43,702
 $43,230
 $15,519
Investment in Regency8,782
 8,123
 5,568
Corporate and Other720
 707
 470
Adjustments and Eliminations(2,874) (3,156) (660)
Total$50,330
 $48,904
 $20,897
 Years Ended December 31,
 2013 2012 2011
Additions to property, plant and equipment, net of contributions in aid of construction costs (accrual basis):     
Investment in ETP$2,455
 $3,049
 $1,484
Investment in Regency1,034
 560
 406
Adjustments and Eliminations
 (124) 
Total$3,489
 $3,485
 $1,890

F - 76


 December 31,
 2013 2012 2011
Advances to and investments in affiliates:     
Investment in ETP$4,436
 $3,502
 $201
Investment in Regency2,097
 2,214
 1,925
Adjustments and Eliminations(2,519) (979) (629)
Total$4,014
 $4,737
 $1,497
The following tables provide revenues, grouped by similar products and services, for our reportable segments. These amounts include intersegment revenues for transactions between ETP and Regency.
Investment in ETP
 Years Ended December 31,
 2013 2012 2011
Intrastate Transportation and Storage$2,250
 $2,012
 $2,398
Interstate Transportation and Storage1,270
 1,109
 447
Midstream1,307
 1,757
 1,082
NGL Transportation and Services2,063
 619
 363
Investment in Sunoco Logistics16,480
 3,109
 
Retail Marketing21,004
 5,926
 
All Other1,965
 1,170
 2,509
Total revenues46,339
 15,702
 6,799
Less: Intersegment revenues129
 31
 38
Revenues from external customers$46,210
 $15,671
 $6,761
Investment in Regency
 Years Ended December 31,
 2013 2012 2011
Gathering and Processing$2,287
 $1,797
 $1,226
Natural Gas Transportation1
 1
 1
Contract Services215
 183
 190
Corporate and others18
 19
 17
Total revenues2,521
 2,000
 1,434
Less: Intersegment revenues117
 14
 8
Revenues from external customers$2,404
 $1,986
 $1,426

F - 77


16.
(3)
QUARTERLY FINANCIAL DATA (UNAUDITED):Includes fees related to state and local tax consultation.
Summarized unaudited quarterlyPursuant to the charter of the Audit Committee, the Audit Committee is responsible for the oversight of our accounting, reporting and financial data is presented below. Earnings per unit are computed onpractices. The Audit Committee has the responsibility to select, appoint, engage, oversee, retain, evaluate and terminate our external auditors; pre-approve all audit and non-audit services to be provided, consistent with all applicable laws, to us by our external auditors; and establish the fees and other compensation to be paid to our external auditors. The Audit Committee also oversees and directs our internal auditing program and reviews our internal controls.
The Audit Committee has adopted a stand-alone basispolicy for the pre-approval of audit and permitted non-audit services provided by our principal independent accountants. The policy requires that all services provided by Grant Thornton LLP including audit services, audit-related services, tax services and other services, must be pre-approved by the Audit Committee.
The Audit Committee reviews the external auditors’ proposed scope and approach as well as the performance of the external auditors. It also has direct responsibility for and sole authority to resolve any disagreements between our management and our external auditors regarding financial reporting, regularly reviews with the external auditors any problems or difficulties the auditors encountered in the course of their audit work, and, at least annually, uses its reasonable efforts to obtain and review a report from the external auditors addressing the following (among other items):
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 quarterof the previous two years; and total year. ETP’s ETC OLP business is seasonal due to
the operationsrotation of ET Fuel System and the HPL System. We expect margin related to the HPL System operations to be higher during the periods from November through March of each year and lower during the periods from April through October of each year due to the increased demand for natural gas during the cold weather. However, we cannot assure that management’s expectations will be fully realized in the future and in what time period due to various factors including weather, availability of natural gas in regions in which we operate, competitive factors in the energy industry, and other issues.
 Quarters Ended  
 March 31 June 30 September 30 December 31 Total Year
2013:         
Revenues$11,179
 $12,063
 $12,486
 $12,607
 $48,335
Gross margin1,372
 1,498
 1,422
 1,489
 5,781
Operating income (loss)531
 644
 529
 (153) 1,551
Net income (loss)322
 338
 356
 (701) 315
Limited Partners’ interest in net income (loss)90
 127
 150
 (171) 196
Basic net income (loss) per limited partner unit$0.16
 $0.23
 $0.27
 $(0.31) $0.35
Diluted net income (loss) per limited partner unit$0.16
 $0.23
 $0.27
 $(0.31) $0.35
The three months ended December 31, 2013 was impacted by ETP’s recognition of a goodwill impairment of $689 million.
 Quarters Ended  
 March 31 June 30 September 30 December 31 Total Year
2012:         
Revenues$1,669
 $1,875
 $2,107
 $11,313
 $16,964
Gross margin654
 916
 876
 1,430
 3,876
Operating income183
 367
 358
 452
 1,360
Net income (loss)961
 75
 (34) 272
 1,274
Limited Partners’ interest in net income166
 53
 35
 48
 302
Basic net income per limited partner unit$0.37
 $0.10
 $0.06
 $0.09
 $0.57
Diluted net income per limited partner unit$0.36
 $0.10
 $0.06
 $0.09
 $0.57
lead partner.


PART IV
F - 78

ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Table(a) The following documents are filed as a part of Contentsthis Report:

17.(1)SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION:
Financial Statements - see Index to Financial Statements appearing on page F-1.
(2)Financial Statement Schedules - None.
(3)
Exhibits - see Index to Exhibits set forth on page E-1.
Following(b) Exhibits - see Index to Exhibits set forth on page E-1.
(c) Financial statements of affiliates whose securities are pledged as collateral - See Index to Financial Statements on page S-1.

The Parent Company’s outstanding senior notes are collateralized by its interests in certain of its subsidiaries. SEC Rule 3-16 of Regulation S-X (“Rule 3-16”) requires a registrant to file financial statements for each of its affiliates whose securities constitute a substantial portion of the collateral for registered securities. The Parent Company’s limited partner interests in ETP constitutes substantial portions of the collateral for the Parent Company’s outstanding senior notes; accordingly, financial statements of ETP are required under Rule 3-16 to be included in this Annual Report on Form 10-K and have been included herein.
The Parent Company’s interests in ETP GP and ETE Common Holdings, LLC (collectively, the “Non-Reporting Entities”) also constitute substantial portions of the collateral for the Parent Company’s outstanding senior notes. Accordingly, the financial statements of the Parent Company, which areNon-Reporting Entities would be required under Rule 3-16 to be included to provide additional information with respect toin the Parent Company’s Annual Report on Form 10-K. None of the Non-Reporting Entities has substantive operations of its own; rather, each of the Non-Reporting Entities holds only direct or indirect interests in ETP and/or the consolidated subsidiaries of ETP.
As further discussed in Note 6 to the consolidated financial position, resultsstatements, as referenced in (a) above, the financial statements of operationsthe Non-Reporting Entities would substantially duplicate information that is available in the financial statements of ETP. Therefore, the financial statements of the Non-Reporting Entities have been excluded from this Annual Report on Form 10-K.


ITEM 16. FORM 10-K SUMMARY
None.

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ENERGY TRANSFER EQUITY, L.P.
By:LE GP, LLC,
its general partner
Date:February 24, 2017By:/s/    Thomas E. Long
Thomas E. Long
Group Chief Financial Officer (duly
authorized to sign on behalf of the registrant)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities and cash flows on a stand-alone basis:
BALANCE SHEETSthe dates indicated:
 
 December 31,
 2013 2012
ASSETS   
CURRENT ASSETS:   
Cash and cash equivalents$8
 $9
Accounts receivable from related companies5
 11
Other current assets
 3
Total current assets13
 23
ADVANCES TO AND INVESTMENTS IN AFFILIATES3,841
 6,094
INTANGIBLE ASSETS, net14
 19
NOTE RECEIVABLE FROM AFFILIATE
 166
GOODWILL9
 9
OTHER NON-CURRENT ASSETS, net41
 56
Total assets$3,918
 $6,367
LIABILITIES AND PARTNERS’ CAPITAL   
CURRENT LIABILITIES:   
Accounts payable$
 $1
Accounts payable to related companies11
 15
Interest payable24
 48
Price risk management liabilities
 5
Accrued and other current liabilities3
 1
Current maturities of long-term debt
 4
Total current liabilities38
 74
LONG-TERM DEBT, less current maturities2,801
 3,840
PREFERRED UNITS
 331
OTHER NON-CURRENT LIABILITIES1
 9
    
COMMITMENTS AND CONTINGENCIES
 
    
PARTNERS’ CAPITAL:   
General Partner(3) 
Limited Partners – Common Unitholders (559,923,300 and 559,911,216 units authorized, issued and outstanding at December 31, 2013 and 2012, respectively)1,066
 2,125
Class D Units (1,540,000 units authorized, issued and outstanding at December 31, 2013)6
 
Accumulated other comprehensive income (loss)9
 (12)
Total partners’ capital1,078
 2,113
Total liabilities and partners’ capital$3,918
 $6,367
SignatureTitleDate
/s/    John W. McReynoldsDirector and PresidentFebruary 24, 2017
John W. McReynolds(Principal Executive Officer)
/s/    Thomas E. LongGroup Chief Financial Officer (Principal Financial and Accounting Officer)February 24, 2017
Thomas E. Long
/s/    Kelcy L. WarrenDirector and Chairman of the BoardFebruary 24, 2017
Kelcy L. Warren
/s/    Richard D. BrannonDirectorFebruary 24, 2017
Richard D. Brannon
/s/    Marshall S. McCrea, IIIDirectorFebruary 24, 2017
Marshall S. McCrea, III
/s/    Matthew S. RamseyDirectorFebruary 24, 2017
Matthew S. Ramsey
/s/    K. Rick TurnerDirectorFebruary 24, 2017
K. Rick Turner
/s/    William P. WilliamsDirectorFebruary 24, 2017
William P. Williams



F - 79
INDEX TO EXHIBITS

TableThe exhibits listed on the following Exhibit Index are filed as part of Contents

STATEMENTS OF OPERATIONS
this report. Exhibits required by Item 601 of Regulation S-K, but which are not listed below, are not applicable.
 Years Ended December 31,
 2013 2012 2011
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES$(56) $(53) $(30)
OTHER INCOME (EXPENSE):     
Interest expense, net of interest capitalized(210) (235) (164)
Bridge loan related fees
 (62) 
Equity in earnings of unconsolidated affiliates617
 666
 509
Gains (losses) on interest rate derivatives9
 (15) 
Loss on extinguishment of debt(157) 
 
Other, net(8) (4) (5)
INCOME BEFORE INCOME TAXES195
 297
 310
Income tax benefit(1) (7) 
NET INCOME196
 304
 310
GENERAL PARTNER’S INTEREST IN NET INCOME
 2
 1
LIMITED PARTNERS’ INTEREST IN NET INCOME$196
 $302
 $309
Exhibit
Number
Description
Energy Transfer Equity, L.P.
2.1Redemption and Transfer Agreement, by and between Energy Transfer Equity, L.P. and Energy Transfer Partners, L.P. dated November 19, 2013 (incorporated by reference to Exhibit 2.1 of Form 8-K, File No. 1-32740, filed November 21, 2013)
2.2Exchange and Repurchase Agreement, by and among Energy Transfer Partners, L.P., Energy Transfer Equity, L.P. and ETE Common Holdings, LLC, dated December 23, 2014 (incorporated by reference to Exhibit 10.1 of Form 8-K, File No. 1-32740, filed December 23, 2014)
2.3Agreement and Plan of Merger, dated as of September 28, 2015, among Energy Transfer Corp LP, ETE Corp GP, LLC, Energy Transfer Equity, L.P., LE GP, LLC, ETE GP, LLC and The Williams Companies, Inc. (incorporated by reference to Exhibit 2.1 of Form 8-K/A, File No. 1-32740, filed October 2, 2015)
Energy Transfer Partners, L.P.
2.4Purchase and Sale Agreement, by and between Southern Union Company, as Seller, Plaza Missouri Acquisition, Inc. and for certain limited purposes The Laclede Group, Inc., as Buyers, dated as of December 14, 2012 (incorporated by reference to Exhibit 10.1 of Form 8-K, File No. 1-11727, filed December 17, 2012)
2.5Purchase and Sale Agreement, by and between Southern Union Company, as Seller, Plaza Massachusetts Acquisition, Inc. and for certain limited purposes The Laclede Group, Inc., as Buyers, dated as of December 14, 2012 (incorporated by reference to Exhibit 10.2 of Form 8-K, File No. 1-11727, filed December 17, 2012)
2.6Contribution Agreement, dated as of February 27, 2013, by and among Southern Union Company, Regency Energy Partners LP, Regency Western G&P LLC, and for certain limited purposes, ETP Holdco Corporation, Energy Transfer Equity, L.P., Energy Transfer Partners, L.P. and ETC Texas Pipeline, Ltd. (incorporated by reference to Exhibit 2.1 of Form 8-K, File No. 1-06407, filed February 28, 2013)
2.7Agreement and Plan of Merger, dated as of October 9, 2013, by and among Regency Energy Partners LP, RVP LLC, Regency GP LP, PVR Partners, L.P. and PVR GP, LLC (incorporated by reference to Exhibit 2.1 of Form 8-K, File No. 1-35262, filed October 10, 2013)
2.8Amendment No. 1 to Agreement and Plan of Merger, dated as of November 7, 2013, by and among Regency Energy Partners LP, RVP LLC, Regency GP LP, PVR Partners, L.P. and PVR GP, LLC (incorporated by reference to Exhibit 2.1 of Form 8-K, File No. 1-35262, filed November 8, 2013)
2.9Contribution Agreement, dated as of December 23, 2013, by and among Regency Energy Partners LP, Regal Midstream LLC, and Eagle Rock Energy Partners, L.P. (incorporated by reference to Exhibit 2.1 of Form 8-K, File No. 1-35262, filed December 24, 2013)
2.10Agreement and Plan of Merger, dated as of April 27, 2014, by and among, Energy Transfer Partners, L.P., Drive Acquisition Corporation, Heritage Holdings, Inc., Energy Transfer Partners GP, L.P., Susser Holdings Corporation, and, for certain limited purposes set forth therein, Energy Transfer Equity, L.P. (incorporated by reference to Exhibit 2.1 of Form 8-K, File No. 1-11727, filed April 28, 2014)
2.11Agreement and Plan of Merger, dated as of January 25, 2015, by and among Energy Transfer Partners, L.P., Energy Transfer Partners, GP, L.P., Regency Energy Partners LP, Regency GP LP and, solely for purposes of certain provisions therein, Energy Transfer Equity, L.P. (incorporated by reference to Exhibit 2.1 of Form 8-K, File No. 1-11727, filed January 26, 2015)
2.12Amendment No. 1 to Agreement and Plan of Merger, dated as of February 18, 2015, by and among Energy Transfer Partners, L.P., Energy Transfer Partners GP, L.P., Rendezvous I LLC, Rendezvous II LLC, Regency Energy Partners LP, Regency GP LP, ETE GP Acquirer LLC and, solely for purposes of certain provisions therein, Energy Transfer Equity, L.P. (incorporated by reference to Exhibit 2.2 of Form 8-K, File No. 1-11727, filed February 19, 2015)
2.13Agreement and Plan of Merger, dated as of November 20, 2016, by and among Energy Transfer Partners, L.P., Energy Transfer Partners GP, L.P., Sunoco Logistics Partners L.P., Sunoco Partners LLC and, solely for purposes of certain provisions therein, Energy Transfer Equity, L.P. (incorporate by reference to Exhibit 2.1 of Form 8-K File No. 1-11727, filed November 21, 2016
2.14Amendment No. 1 to Agreement and Plan of Merger, dated as of December 16, 2016, by and among Sunoco Logistics Partners L.P., Sunoco Partners LLC, SXL Acquisition Sub LLC, SXL Acquisition Sub LP, Energy Transfer Partners, L.P., Energy Transfer Partners GP, L.P., ETP Acquisition Sub, LLC and, solely for purposes of certain provisions therein, Energy Transfer Equity, L.P. (incorporate by reference to Exhibit 2.2 of Form 8-K File No. 1-11727, filed December 21, 2016
Sunoco Logistics Partners L.P.


F - 80

Table of Contents

STATEMENTS OF CASH FLOWS
 Years Ended December 31,
 2013 2012 2011
NET CASH FLOWS PROVIDED BY OPERATING ACTIVITIES$768
 $555
 $469
CASH FLOWS FROM INVESTING ACTIVITIES:     
Cash paid for acquisitions
 (1,113) 
Proceeds from Holdco Transaction1,332
 
 
Contributions to affiliates(8) (487) 
Note receivable from affiliate
 (221) 
Payments received on note receivable from affiliate166
 55
 
Net cash provided by (used in) investing activities1,490
 (1,766) 
CASH FLOWS FROM FINANCING ACTIVITIES:     
Proceeds from borrowings2,080
 2,108
 92
Principal payments on debt(3,235) (162) (20)
Distributions to partners(733) (666) (526)
Redemption of Preferred Units(340) 
 
Debt issuance costs(31) (78) (24)
Net cash provided by (used in) financing activities(2,259) 1,202
 (478)
DECREASE IN CASH AND CASH EQUIVALENTS(1) (9) (9)
CASH AND CASH EQUIVALENTS, beginning of period9
 18
 27
CASH AND CASH EQUIVALENTS, end of period$8
 $9
 $18
Exhibit
Number
Description
2.15Exchange Agreement, dated as of September 16, 2015, by and among Energy Transfer Partners, L.P., La Grange Acquisition, L.P., Sunoco Logistics Partners L.P., and Sunoco Pipeline L.P. (incorporated by reference to Exhibit 10.1 of Form 8-K, File No. 1-31219, filed October 15, 2015)
Sunoco LP
2.16Contribution Agreement, dated as of September 25, 2014, by and among Mid-Atlantic Convenience Stores, LLC, ETC M-A Acquisition LLC, Susser Petroleum Partners LP and Energy Transfer Partners, L.P. (incorporated by reference to Exhibit 2.1 of Form 8-K, File No. 1-35653, filed October 1, 2014)
2.17Contribution Agreement, dated as of March 23, 2015, by and among Sunoco, LLC, ETP Retail Holdings, LLC, Sunoco LP and Energy Transfer Partners, L.P. (incorporated by reference to Exhibit 2.1 of Form 8-K, File No. 1-35653, filed March 23, 2015)
2.18Contribution Agreement, dated as of July 14, 2015, by and among Susser Holdings Corporation, Heritage Holdings, Inc., ETP Holdco Corporation, Sunoco LP, Sunoco GP LLC and Energy Transfer Partners, L.P. (incorporated by reference to Exhibit 2.1 of Form 8-K, File No. 1-35653, filed July 15, 2015)
2.19Contribution Agreement, dated as of November 15, 2015, by and among Sunoco, LLC, Sunoco, Inc., ETP Retail Holdings, LLC, Sunoco LP, Sunoco GP LLC, and solely with respect to limited provisions therein, Energy Transfer Partners, L.P. (incorporated by reference to Exhibit 2.1 of Form 8-K, File No. 1-35653, filed November 16, 2015)
Energy Transfer Equity, L.P.
3.1Certificate of Limited Partnership of Energy Transfer Equity, L.P. (incorporated by reference to Exhibit 3.2 of Form S-1, File No. 333-128097, filed September 2, 2005)
3.2Third Amended Restated Agreement of Limited Partnership of Energy Transfer Equity, L.P., dated February 8, 2006 (incorporated by reference to Exhibit 3.1 of Form 8-K, File No. 1-32740, filed February 14, 2006)
3.3Amendment No. 1 to Third Amended and Restated Agreement of Limited Partnership of Energy Transfer Equity, L.P. dated November 1, 2006 (incorporated by reference to Exhibit 3.3.1 of Form 10-K, File No. 1-32740, filed November 29, 2006)
3.4Amendment No. 2 to Third Amended and Restated Agreement of Limited Partnership of Energy Transfer Equity, L.P., dated November 9, 2007 (incorporated by reference to Exhibit 3.3.2 of Form 8-K, File No. 1-32740, filed November 13, 2007)
3.5Amendment No. 3 to Third Amended and Restated Agreement of Limited Partnership of Energy Transfer Equity, L.P., dated May 26, 2010 (incorporated by reference to Exhibit 3.1 of Form 8-K, File No. 1-32740, filed June 2, 2010)
3.6Amendment No. 4 to Third Amended and Restated Agreement of Limited Partnership of Energy Transfer Equity, L.P., dated December 23, 2013 (incorporated by reference to Exhibit 3.1 of Form 8-K, File No. 1-32740, filed December 27, 2013)
Energy Transfer Partners, L.P.
3.7Amended Certificate of Limited Partnership of Energy Transfer Partners, L.P. (incorporated by reference to Exhibit 3.3 of Form 10-Q, File No. 1-11727, filed April 14, 2004)
3.8Second Amended and Restated Agreement of Limited Partnership of Energy Transfer Partners, L.P. (formerly named Heritage Propane Partners, L.P.) dated July 28, 2009 (incorporated by reference to Exhibit 3.1 of Form 8-K, File No. 1-11727, filed July 29, 2009)
3.9Amendment No. 1 to Second Amended and Restated Agreement of Limited Partnership of Energy Transfer Partners, L.P., dated March 26, 2012 (incorporated by reference to Exhibit 3.1 of Form 8-K, File No. 1-11727, filed March 28, 2012)
3.10Amendment No. 2 to Second Amended and Restated Agreement of Limited Partnership of Energy Transfer Partners, L.P., dated October 5, 2012 (incorporated by reference to Exhibit 3.1 of Form 8-K, File No. 1-11727, filed October 5, 2012)
3.11Amendment No. 3 to Second Amended and Restated Agreement of Limited Partnership of Energy Transfer Partners, L.P., dated April 15, 2013 (incorporated by reference to Exhibit 3.1 to Form 8-K/A, File No. 1-11727, filed April 18, 2013)
3.12Amendment No. 4 to Second Amended and Restated Agreement of Limited Partnership of Energy Transfer Partners, L.P., dated April 30, 2013 (incorporated by reference to Exhibit 3.1 of Form 8-K, File No. 1-11727, filed May 1, 2013)
3.13Amendment No. 5 to Second Amended and Restated Agreement of Limited Partnership of Energy Transfer Partners, L.P., dated October 31, 2013 (incorporated by reference to Exhibit 3.1 of Form 8-K, File No. 1-11727, filed November 1, 2013)


F - 81

Exhibit
Number
Description
3.14Amendment No. 6 to Second Amended and Restated Agreement of Limited Partnership of Energy Transfer Partners, L.P., dated February 19, 2014 (incorporated by reference to Exhibit 3.1 of Form 8-K, File No. 1-11727, filed February 19, 2014)
3.15Amendment No. 7 to Second Amended and Restated Agreement of Limited Partnership of Energy Transfer Partners, L.P., dated March 3, 2014 (incorporated by reference to Exhibit 4.1 of Form 8-K, File No. 1-11727, filed March 5, 2014)
3.16Amendment No. 8 to Second Amended and Restated Agreement of Limited Partnership of Energy Transfer Partners, L.P., dated August 29, 2014 (incorporated by reference to Exhibit 3.1 of Form 8-K, File No. 1-11727, filed August 29, 2014)
3.17Amendment No. 9 to Second Amended and Restated Agreement of Limited Partnership of Energy Transfer Partners, L.P., dated March 9, 2015 (incorporated by reference to Exhibit 3.1 of Form 8-K, File No. 1-11727, filed March 10, 2015)
3.18Amendment No. 10 to Second Amended and Restated Agreement of Limited Partnership of Energy Transfer Partners, L.P., dated April 30, 2015 (incorporated by reference to Exhibit 3.1 of Form 8-K, File No. 1-11727, filed April 30, 2015)
3.19Amendment No. 11 to Second Amended and Restated Agreement of Limited Partnership of Energy Transfer Partners, L.P., dated August 21, 2015 (incorporated by reference to Exhibit 3.1 of Form 8-K, File No. 1-11727, filed August 27, 2015)
Sunoco Logistics Partners L.P.
3.20Certificate of Limited Partnership of Sunoco Logistics Partners L.P. (incorporated by reference to Exhibit 3.1 of Form S-1, File No. 333-71968, filed October 22, 2001)
3.20.1Amendment to the Certificate of Limited Partnership of Sunoco Logistics Partners L.P. dated as of August 28, 2015 (incorporated by reference to Exhibit 3.1 of Form 8-K, File No. 1-31219, filed September 1, 2015)
3.21Third Amended and Restated Agreement of Limited Partnership of Sunoco Logistics Partners L.P., dated as of January 26, 2010 (incorporated by reference to Exhibit 3.1 of Form 8-K, File No. 1-31219, filed January 28, 2010)
3.21.1Amendment No. 1 to Third Amended and Restated Partnership Agreement of Sunoco Logistics Partners L.P., dated as of July 1, 2011 (incorporated by reference to Exhibit 3.1 of Form 8-K, File No. 1-31219, filed July 5, 2011)
3.21.2Amendment No. 2 to Third Amended and Restated Partnership Agreement of Sunoco Logistics Partners L.P., dated as of November 21, 2011 (incorporated by reference to Exhibit 3.1 of Form 8-K, File No. 1-31219, filed November 28, 2011)
3.21.3Amendment No. 3 to Third Amended and Restated Partnership Agreement of Sunoco Logistics Partners L.P., dated as of June 12, 2014 (incorporated by reference to Exhibit 3.1 of Form 8-K, File No. 1-31219, filed June 17, 2014)
3.21.4Amendment No. 4 to Third Amended and Restated Partnership Agreement of Sunoco Logistics Partners L.P., dated as of July 30, 2014 (incorporated by reference to Exhibit 3.1 of Form 8-K, File No. 1-31219, filed August 4, 2014)
3.21.5Amendment No. 5 to Third Amended and Restated Partnership Agreement of Sunoco Logistics Partners L.P., dated as of August 28, 2015 (incorporated by reference to Exhibit 3.2 of Form 8-K, File No. 1-31219, filed September 1, 2015)
3.21.6Amendment No. 6 to Third Amended and Restated Partnership Agreement of Sunoco Logistics Partners L.P., dated as of October 8, 2015 (incorporated by reference to Exhibit 3.1 of Form 8-K, File No. 1-31219, filed October 15, 2015)
3.21.7Amendment No. 7 to Third Amended and Restated Partnership Agreement of Sunoco Logistics Partners L.P., dated as of September 26, 2016 (incorporated by reference to Exhibit 3.1 of Form 8-K, File No. 1-31219, filed September 26, 2016)
Sunoco LP
3.28Certificate of Limited Partnership of Susser Petroleum Partners LP (incorporated by reference to Exhibit 3.1 of Form S-1, File No. 333-182276, filed June 22, 2012)
3.29Certificate of Amendment to the Certificate of Limited Partnership of Susser Petroleum Partners LP (incorporated by reference to Exhibit 3.1 of Form 8-K, File No. 1-35653, filed October 28, 2014)
3.30First Amended and Restated Agreement of Limited Partnership of Susser Petroleum Partners LP, dated September 25, 2012 (incorporated by reference to Exhibit 3.1 of Form 8-K, File No. 1-35653, filed September 25, 2012)
3.31Amendment No. 1 to First Amended and Restated Agreement of Limited Partnership of Susser Petroleum Partners LP, dated October 27, 2014 (incorporated by reference to Exhibit 3.2 of Form 8-K, File No. 1-35653, filed October 28, 2014)
3.32Amendment No. 2 to First Amended and Restated Agreement of Limited Partnership of Sunoco LP, dated July 31, 2015 (incorporated by reference to Exhibit 3.1 of Form 8-K, File No. 1-35653, filed August 6, 2015)

Table of Contents
Exhibit
Number
Description
3.33Amendment No. 3 to First Amended and Restated Agreement of Limited Partnership of Sunoco LP, dated January 1, 2016 (incorporated by reference to Exhibit 3.1 of Form 8-K, File No. 1-35653, filed January 5, 2016)
Energy Transfer Equity, L.P.
4.1Indenture, dated September 20, 2010 between Energy Transfer Equity, L.P. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.14 of Form 8-K, File No. 1-32740, filed September 20, 2010)
4.2First Supplemental Indenture, dated September 20, 2010 between Energy Transfer Equity, L.P. and U.S. Bank National Association, as trustee (including form of the Notes) (incorporated by reference to Exhibit 4.15 of Form 8-K, File No. 1-32740, filed September 20, 2010)
4.3Second Supplemental Indenture, dated December 20, 2011 between Energy Transfer Equity, L.P. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.3 of Form S-3, File No. 1-32740, filed November 14, 2013)
4.4Second Supplemental Indenture, dated February 16, 2012 between Energy Transfer Equity, L.P. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of Form 8-K, File No. 1-32740, filed February 17, 2012)
4.5Third Supplemental Indenture, dated April 24, 2012 between Energy Transfer Equity, L.P. and U.S. Bank National Association, as trustee (including form of the Notes) (incorporated by reference to Exhibit 4.15 of Form 8-K, File No. 1-32740, filed September 20, 2010)
4.6Fourth Supplemental Indenture, dated December 2, 2013 between Energy Transfer Equity, L.P. and U.S. Bank National Association, as trustee (including form of the Notes) (incorporated by reference to Exhibit 4.2 of Form 8-K, File No. 1-32740, filed December 2, 2013)
4.7Fifth Supplemental Indenture, dated May 28, 2014 between Energy Transfer Equity, L.P. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 of Form 8-K, File No. 1-32740, filed May 28, 2014)
4.8Sixth Supplemental Indenture, dated May 28, 2014 between Energy Transfer Equity, L.P. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.3 of Form 8-K, File No. 1-32740, filed May 28, 2014)
4.9Seventh Supplemental Indenture, dated May 22, 2015 between Energy Transfer Equity, L.P. and U.S. Bank National Association, as trustee (including form of the Notes) (incorporated by reference to Exhibit 4.2 of Form 8-K, File No. 1-32740, filed May 22, 2015)
Energy Transfer Partners, L.P.
4.10Indenture, dated January 18, 2005 among Energy Transfer Partners, L.P., the subsidiary guarantors named therein and Wachovia Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 of Form 8-K, File No. 1-11727, filed January 19, 2005)
4.11First Supplemental Indenture, dated January 18, 2005 among Energy Transfer Partners, L.P., the subsidiary guarantors named therein and Wachovia Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 of Form 8-K, File No. 1-11727, filed January 19, 2005)
4.12Second Supplemental Indenture, dated February 24, 2005 among Energy Transfer Partners, L.P., the subsidiary guarantors named therein and Wachovia Bank, National Association (incorporated by reference to Exhibit 10.45 of Form 10-Q, File No. 1-11727, filed February 28, 2005)
4.13Fourth Supplemental Indenture, dated June 29, 2006 among Energy Transfer Partners, L.P., the subsidiary guarantors named therein and Wachovia Bank, National Association, as trustee (incorporated by reference to Exhibit 4.13 of Form 10-K File No. 1-11727, filed August 31, 2006)
4.14Fifth Supplemental Indenture, dated October 23, 2006 among Energy Transfer Partners, L.P., the subsidiary guarantors named therein and Wachovia Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 of ETP’s Form 8-K filed October 25, 2006)
4.15Sixth Supplemental Indenture, dated March 28, 2008 between Energy Transfer Partners, L.P. and U.S. Bank National Association (as successor to Wachovia Bank, National Association), as trustee (incorporated by reference to Exhibit 4.2 of Form 8-K File No. 1-11727, filed March 28, 2008)
4.16Seventh Supplemental Indenture, dated December 23, 2008 between Energy Transfer Partners, L.P. and U.S. Bank National Association (as successor to Wachovia Bank, National Association), as trustee (incorporated by reference to Exhibit 4.2 of Form 8-K, File No. 1-11727, filed December 23, 2008)
4.17Eighth Supplemental Indenture, dated April 7, 2009 between Energy Transfer Partners, L.P. and U.S. Bank National Association (as successor to Wachovia Bank, National Association), as trustee (incorporated by reference to Exhibit 4.2 of Form 8-K, File No. 1-11727, filed April 7, 2009)
4.18Ninth Supplemental Indenture, dated May 12, 2011 between Energy Transfer Partners, L.P. and U.S. Bank National Association (as successor to Wachovia Bank, National Association), as trustee (incorporated by reference to Exhibit 4.2 to Form 8-K, File No. 1-11727, filed May 12, 2011)

ENERGY TRANSFER EQUITY, L.P. AND SUBSIDIARIES
Exhibit
Number
Description
4.19Tenth Supplemental Indenture, dated January 17, 2012 between Energy Transfer Partners, L.P. and U.S. Bank National Association (as successor to Wachovia Bank, National Association), as trustee (incorporated by reference to Exhibit 1.1 of Form 8-K, File No. 1-11727, filed January 17, 2012)
4.20Eleventh Supplemental Indenture, dated January 22, 2013 between Energy Transfer Partners, L.P. and U.S. Bank National Association (as successor to Wachovia Bank, National Association), as trustee (incorporated by reference to Exhibit 4.2 of Form 8-K, File No. 1-11727, filed January 22, 2013)
4.21Twelfth Supplemental Indenture, dated June 24, 2013 between Energy Transfer Partners, L.P. and U.S. Bank National Association (as successor to Wachovia Bank, National Association), as trustee (incorporated by reference to Exhibit 4.2 of Form 8-K, File No. 1-11727, filed June 26, 2013)
4.22Thirteenth Supplemental Indenture, dated September 19, 2013 between Energy Transfer Partners, L.P. and U.S. Bank National Association (as successor to Wachovia Bank, National Association), as trustee (incorporated by reference to Exhibit 4.2 of Form 8-K, File No. 1-11727, filed September 19, 2013)
4.23Fourteenth Supplemental Indenture, dated as of March 12, 2015 between Energy Transfer Partners, L.P. and U.S. Bank National Association (as successor to Wachovia Bank, National Association), as trustee (incorporated by reference to Exhibit 4.2 of Form 8-K, File No. 1-11727, filed March 12, 2015)
4.24Fifteenth Supplemental Indenture, dated as of June 23, 2015 between Energy Transfer Partners, L.P. and U.S. Bank National Association (as successor to Wachovia Bank, National Association), as trustee (incorporated by reference to Exhibit 4.3 of Form 8-K, File No. 1-11727, filed June 18, 2015)
4.25Indenture, dated June 24, 2013 between Energy Transfer Partners, L.P. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.3 of Form 8-K, File No. 1-11727, filed June 26, 2013)
4.26First Supplemental Indenture, dated June 24, 2013 between Energy Transfer Partners, L.P. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.4 of Form 8-K, File No. 1-11727, filed June 26, 2013)
4.27Second Amended and Restated Credit Agreement, dated October 27, 2011, among Energy Transfer Partners, L.P., the borrower, and Wachovia Bank, National Association, as administrative agent, LC issuer and swingline lender, Bank of America, N.A., as syndication agent, BNP Paribas, JPMorgan Chase Bank, N.A. and the Royal Bank of Scotland PLC, as co-documentation agents, and Citibank, N.A., Credit Suisse, Cayman Islands Branch, Deutsche Bank Securities, Inc., Morgan Stanley Bank, Suntrust Bank and UBS Securities, LLC, as senior managing agents, and the other lenders party hereto (incorporated by reference to Exhibit 10.1 of Form 8-K, File No. 1-11727, filed November 2, 2011)
4.28First Amendment to Second Amended and Restated Credit Agreement, dated November 19, 2013, among Energy Transfer Partners, L.P., Wells Fargo Bank, National Association, as administrative agent, and the other lenders party thereto (incorporated by reference to Exhibit 10.1 of Form 8-K, File No. 1-11727, filed November 20, 2013)
4.29Guarantee of Collection, made as of March 26, 2012, by Citrus ETP Finance LLC, to Energy Transfer Partners, L.P. under the Indenture dated as of January 18, 2005, as supplemented by the Tenth Supplemental Indenture dated as of January 17, 2012 (incorporated by reference to Exhibit 10.1 of Form 8-K, File No. 1-11727, filed March 28, 2012)
4.30Support Agreement, dated March 26, 2012, by and among PEPL Holdings, LLC, Energy Transfer Partners, L.P. and Citrus ETP Finance LLC (incorporated by reference to Exhibit 10.2 of Form 8-K, File No. 1-11727, filed March 28, 2012)
4.31Guarantee of Collection, made as of April 1, 2015, by ETP Retail Holdings, LLC, to Sunoco LP and Sunoco Finance Corp. (incorporated by reference to Exhibit 10.2 of Form 8-K, File No. 1-11727, filed April 1, 2015)
4.32Support Agreement, made as of April 1, 2015, by and among Sunoco, Inc. (R&M), Sunoco LP, Sunoco Finance Corp. and ETP Retail Holdings, LLC (incorporated by reference to Exhibit 10.3 of Form 8-K, File No. 1-11727, filed April 1, 2015)
4.33Support Agreement, made as of April 1, 2015, by and among Atlantic Refining & Marketing Corp., Sunoco LP, Sunoco Finance Corp. and ETP Retail Holdings, LLC (incorporated by reference to Exhibit 10.4 of Form 8-K, File No. 1-11727, filed April 1, 2015)
4.34Note Purchase Agreement, dated as of November 17, 2004, by and among Transwestern Pipeline Company, LLC and the Purchasers parties thereto (incorporated by reference to Exhibit 10.55 of Form 10-Q, File No. 1-11727, filed May 31, 2007)
4.35Amendment No. 1 to the Note Purchase Agreement, dated as of April 18, 2007, by and among Transwestern Pipeline Company, LLC and the Purchasers parties thereto (incorporated by reference to Exhibit 10.55.1 of Form 10-Q, File No. 1-11727, filed May 31, 2007)
4.36Note Purchase Agreement, dated as of May 24, 2007, by and among Transwestern Pipeline Company, LLC and the Purchasers parties thereto (incorporated by reference to Exhibit 10.6 of Form 10-Q, File No. 1-11727, filed May 31, 2007)
4.37Note Purchase Agreement, dated December 9, 2009, by and among Transwestern Pipeline Company, LLC and the Purchasers parties thereto (incorporated by reference to Exhibit 10.1 of Form 8-K, File No. 1-11727, filed December 14, 2009)

Exhibit
Number
Description
4.38Indenture, dated as of June 30, 2000 between Sunoco, Inc. and U.S. Bank National Association, as successor trustee to Citibank, N.A. (incorporated by reference to Exhibit 4.4 of Form 8-K, File No. 1-11727, filed October 5, 2012)
4.39First Supplemental Indenture, dated October 5, 2012 among Energy Transfer Partners, L.P., Sunoco, Inc. and U.S. Bank National Association, as successor trustee to Citibank, N.A. (incorporated by reference to Exhibit 4.7 of Form 8-K, File No. 1-11727, filed October 5, 2012)
4.40Indenture, dated May 15, 1994 between Sun Company, Inc. and U.S. Bank National Association, as successor trustee to Citibank, N.A. (incorporated by reference to Exhibit 4.8 of Form 8-K, File No. 1-11727, filed October 5, 2012)
4.41First Supplemental Indenture, dated October 5, 2012 among Energy Transfer Partners, L.P., Sunoco, Inc. and U.S. Bank National Association, as successor trustee to Citibank, N.A. (incorporated by reference to Exhibit 4.9 of Form 8-K, File No. 1-11727, filed October 5, 2012)
4.42Indenture, dated October 27, 2010 among Regency Energy Partners LP, Regency Energy Finance Corp., the guarantors party thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of Form 8-K, File No. 0-51757, filed October 27, 2010)
4.43Third Supplemental Indenture, dated May 26, 2011 among Regency Energy Partners LP, Regency Energy Finance Corp., the guarantors party thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.3 of Form 8-K, File No. 0-51757, filed May 26, 2011)
4.44Fifth Supplemental Indenture, dated October 2, 2012 among Regency Energy Partners LP, Regency Energy Finance Corp., the guarantors party thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 of Form 8-K, File No. 1-35262, filed October 2, 2012)
4.45Eleventh Supplemental Indenture, dated as of April 30, 2015 by and among Regency Energy Partners LP, Regency Energy Finance Corp., the subsidiary guarantors party thereto, Energy Transfer Partners, L.P., as parent guarantor, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 10.1 of Form 8-K, File No. 1-11727, filed April 30, 2015)
4.46Twelfth Supplemental Indenture, dated as of August 10, 2015 by and among Energy Transfer Partners, L.P., Regency Energy Finance Corp. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 10.1 of Form 8-K, File No. 1-11727, filed August 13, 2015)
4.47Indenture, dated April 30, 2013 among Regency Energy Partners LP, Regency Energy Finance Corp., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 of Form 8-K, File No. 1-11727, filed April 30, 2013)
4.48Seventh Supplemental Indenture, dated as of May 28, 2015 by and among Regency Energy Partners LP, Regency Energy Finance Corp., the subsidiary guarantors party thereto, Panhandle Eastern Pipe Line Company, LP, Energy Transfer Partners, L.P., as co-obligor, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 10.1 of Form 8-K, File No. 1-11727, filed June 1, 2015)
4.49Eighth Supplemental Indenture, dated as of August 10, 2015 by and among Energy Transfer Partners, L.P., Regency Energy Finance Corp. and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 10.2 of Form 8-K, File No. 1-11727, filed August 13, 2015)
4.50Indenture, dated September 11, 2013 among Regency Energy Partners LP, Regency Energy Finance Corp., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 of Form 8-K, File No. 1-35262, filed September 11, 2013)
4.51First Supplemental Indenture, dated September 11, 2013 among Regency Energy Partners LP, Regency Energy Finance Corp., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 of Form 8-K, File No. 1-35262, filed September 11, 2013)
4.52Third Supplemental Indenture, dated February 10, 2014 among Regency Energy Partners LP, Regency Energy Finance Corp., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.3 of Form 8-K, File No. 1-35262, filed February 10, 2014)
4.53Sixth Supplemental Indenture, dated as of July 25, 2014 among Regency Energy Partners LP, Regency Energy Finance Corp., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 of Form 8-K, File No. 1-35262, filed July 28, 2014)
4.54Eighth Supplemental Indenture, dated as of April 30, 2015 by and among Regency Energy Partners LP, Regency Energy Finance Corp., the subsidiary guarantors party thereto, Energy Transfer Partners, L.P., as parent guarantor, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 10.4 of Form 8-K, File No. 1-11727, filed April 30, 2015)
4.55Ninth Supplemental Indenture, dated as of August 10, 2015 by and among Energy Transfer Partners, L.P., Regency Energy Finance Corp. and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 10.3 of Form 8-K, File No. 1-11727, filed August 13, 2015)

Exhibit
Number
Description
4.56Indenture, dated as of March 29, 1999 among CMS Panhandle Holding Company, Panhandle Eastern Pipe Line Company, LP and NBD Bank (the predecessor to Bank One Trust Company, National Association, J.P. Morgan Trust Company, National Association, The Bank of New York Trust Company, N.A. and The Bank of New York Mellon Trust Company, N.A.), as trustee (incorporated by reference to Exhibit 4(a) of Form 10-Q, File No. 1-02921, filed May 14, 1999)
4.57First Supplemental Indenture, dated as of March 29, 1999 among CMS Panhandle Holding Company, Panhandle Eastern Pipe Line Company, LP and NBD Bank (the predecessor to Bank One Trust Company, National Association, J.P. Morgan Trust Company, National Association, The Bank of New York Trust Company, N.A. and The Bank of New York Mellon Trust Company, N.A.), as trustee (incorporated by reference to Exhibit 4(b) of Form 10-Q, File No. 1-02921, filed May 14, 1999)
4.58Fifth Supplemental Indenture, dated as of October 26, 2007 between Panhandle Eastern Pipe Line Company, LP and the Bank of New York Trust Company, N.A. (now known as The Bank of New York Mellon Trust Company, N.A.), as trustee (incorporated by reference to Exhibit 4.1 of Form 8-K, File No. 1-02921, filed October 29, 2007)
4.59Form of Sixth Supplemental Indenture, dated as of June 12, 2008 between Panhandle Eastern Pipe Line Company, LP and the Bank of New York Trust Company, N.A. (now known as The Bank of New York Mellon Trust Company, N.A.), as trustee (incorporated by reference to Exhibit 4.1 of Form 8-K, File No. 1-02921, filed June 11, 2008)
4.60Form of Seventh Supplemental Indenture, dated June 2, 2009 between Panhandle Eastern Pipeline Company, LP and the Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.1 of Form 8-K, File No. 1-02921, filed May 28, 2009)
4.61Senior Debt Securities Indenture between Southern Union Company and The Chase Manhattan Bank (National Association), which changed its name to JP Morgan Chase Bank and then to JP Morgan Chase Bank, N.A., which was then succeeded to by The Bank of New York Trust Company, N.A., which changed its name to The Bank of New York Mellon Trust Company N.A., as trustee (incorporated by reference to Exhibit 4.1 of Form 8-K, File No. 1-06407, filed February 15, 1994)
4.62Form of Supplemental Indenture No. 1, dated June 11, 2003 between Southern Union Company and JP Morgan Chase Bank, which changed its name to JP Morgan Chase Bank, N.A., the predecessor to The Bank of New York Trust Company, N.A., which changed its name to The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.5 of Form 8-A/A, File No. 1-06407, filed June 20, 2003)
4.63Supplemental Indenture No. 2, dated February 11, 2005 between Southern Union Company and JP Morgan Chase Bank, N.A., the predecessor to The Bank of New York Trust Company, N.A., which changed its name to The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.4 of Form 8-A/A, File No. 1-06407, filed February 22, 2005)
4.64Subordinated Debt Securities Indenture between Southern Union and The Chase Manhattan Bank (National Association), which changed its name to JP Morgan Chase Bank and then to JP Morgan Chase Bank, N.A., which was then succeeded to by The Bank of New York Trust Company, N.A., which changed its name to The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4-G of Form S-3, File No. 033-58297, filed May 8, 1995)
4.65Second Supplemental Indenture, dated October 23, 2006 between Southern Union Company and The Bank of New York Trust Company, N.A., now known as The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.1 of Form 8-K/A, File No. 1-06407, filed October 24, 2006)
4.662006 Series A Junior Subordinated Notes Due November 1, 2066, dated October 23, 2006 (incorporated by reference to Exhibit 4.2 of Form 8-K/A, File No. 1-06407, filed October 24, 2006)
Sunoco Logistics Partners L.P.
4.67Indenture, dated December 16, 2005 among Sunoco Logistics Partners Operations L.P., Sunoco Logistics Partners L.P., the subsidiary guarantors named therein and U.S. Bank National Association, as successor trustee (incorporated by reference to Exhibit 4.4 of Form S-3, File No. 333-13056, filed December 21, 2005)
4.68First Supplemental Indenture, dated as of May 8, 2006 by and among Sunoco Logistics Partners Operations L.P., Sunoco Logistics Partners L.P., Sunoco Partners Marketing & Terminals L.P., Sunoco Pipeline L.P. and Citibank, N.A., (incorporated by reference to Exhibit 1.3 of Form 8-K, File No. 1-31219, filed May 8, 2006)
4.69Third Supplemental Indenture, dated as of February 12, 2010 by and among Sunoco Logistics Partners Operations L.P., Sunoco Logistics Partners L.P. and U.S. Bank National Association (incorporated by reference to Exhibit 1.2 of Form 8-K, File No. 1-31219, filed February 12, 2010)
4.70Fourth Supplemental Indenture, dated as of February 12, 2010 by and among Sunoco Logistics Partners Operations L.P., Sunoco Logistics Partners L.P. and U.S. Bank National Association (incorporated by reference to Exhibit 1.3 of Form 8-K, File No. 1-31219, filed February 12, 2010)
4.71Fifth Supplemental Indenture, dated as of August 2, 2011 by and among Sunoco Logistics Partners Operations L.P., Sunoco Logistics Partners L.P. and U.S. Bank National Association (incorporated by reference to Exhibit 1.2 of Form 8-K, File No. 1-31219, filed August 2, 2011)

Exhibit
Number
Description
4.72Sixth Supplemental Indenture, dated as of August 2, 2011 by and among Sunoco Logistics Partners Operations L.P., Sunoco Logistics Partners L.P. and U.S. Bank National Association (incorporated by reference to Exhibit 1.3 of Form 8-K, File No. 1-31219, filed August 2, 2011)
4.73Seventh Supplemental Indenture, dated January 10, 2013 among Sunoco Logistics Partners Operations L.P., Sunoco Logistics Partners L.P. and U.S. Bank National Association, as successor trustee (incorporated by reference to Exhibit 4.2 of Form 8-K, File No. 1-31219, filed January 10, 2013)
4.74Eighth Supplemental Indenture, dated January 10, 2013 among Sunoco Logistics Partners Operations L.P., Sunoco Logistics Partners L.P. and U.S. Bank National Association, as successor trustee (incorporated by reference to Exhibit 4.4 of Form 8-K, File No. 1-31219, filed January 10, 2013)
4.75Ninth Supplemental Indenture, dated April 3, 2014 among Sunoco Logistics Partners Operations L.P., Sunoco Logistics Partners L.P. and U.S. Bank National Association, as successor trustee (incorporated by reference to Exhibit 4.2 of Form 8-K, File No. 1-31219, filed April 3, 2014)
4.76Tenth Supplemental Indenture, dated April 3, 2014 among Sunoco Logistics Partners Operations L.P., Sunoco Logistics Partners L.P. and U.S. Bank National Association, as successor trustee (incorporated by reference to Exhibit 4.4 of Form 8-K, File No. 1-31219, filed April 3, 2014)
4.77Eleventh Supplemental Indenture, dated as of November 17, 2014 by and among Sunoco Logistics Partners Operations L.P., Sunoco Logistics Partners L.P. and U.S. Bank National Association, as successor trustee (incorporated by reference to Exhibit 4.4 of Form 8-K, File No. 1-31219, filed November 17, 2014)
4.78Twelfth Supplemental Indenture, dated as of November 17, 2015 by and among Sunoco Logistics Partners Operations L.P., Sunoco Logistics Partners L.P. and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 of Form 8-K, File No. 1-31219, filed November 17, 2015)
4.79Thirteenth Supplemental Indenture, dated as of November 17, 2015 by and among Sunoco Logistics Partners Operations L.P., Sunoco Logistics Partners L.P. and U.S. Bank National Association (incorporated by reference to Exhibit 4.4 of Form 8-K, File No. 1-31219, filed November 17, 2015)
4.80Unitholder Agreement, dated as of October 8, 2015, between Energy Transfer Partners, L.P. and Sunoco Logistics Partners L.P. (incorporated by reference to Exhibit 10.2 of Form 8-K, File No. 1-31219, filed October 2, 2015)
Sunoco LP
4.81Indenture, dated as of April 1, 2015, by and among Sunoco LP, Sunoco Finance Corp., the Guarantors party thereto and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 of Form 8-K, File No. 1-35653, filed on April 2, 2015)
4.82Indenture, dated as of July 20, 2015 by and among Sunoco LP, Sunoco Finance Corp., the Guarantors party thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of Form 8-K, File No. 1-35653, filed July 21, 2015)
Energy Transfer Equity, L.P.
10.1+Energy Transfer Equity, L.P. Long-Term Incentive Plan (incorporated by reference to Exhibit 10.25 of Form S-1, File No. 333-128097, filed December 20, 2005)
10.2+Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.26 of Form S-1, File No. 333-128097, filed December 20, 2005)
10.3Registration Rights Agreement, dated November 1, 2006, between Energy Transfer Equity, L.P. and Energy Transfer Investments, L.P. (incorporated by reference to Exhibit 10.38 of Form 10-K, File No. 1-32740, filed November 29, 2006)
10.4Registration Rights Agreement, dated November 27, 2006, by and among Energy Transfer Equity, L.P. and certain investors named therein (incorporated by reference to Exhibit 99.1 of Form 8-K, File No. 1-32740, filed November 30, 2006)
10.5+LE GP, LLC Outside Director Compensation Policy (incorporated by reference to Exhibit 99.1 of Form 8-K, File No. 1-32740, filed December 26, 2006)
10.6Registration Rights Agreement, dated March 2, 2007, by and among Energy Transfer Equity, L.P. and certain investors named therein (incorporated by reference to Exhibit 99.1 of Form 8-K, File No. 1-32740, filed March 5, 2007)
10.7Unitholder Rights and Restrictions Agreement, dated as of May 7, 2007, by and among Energy Transfer Equity, L.P., Ray C. Davis, Natural Gas Partners VI, L.P. and Enterprise GP Holdings, L.P. (incorporated by reference to Exhibit 10.45 of Form 8-K, File No. 1-32740, filed May 7, 2007)
10.8Letter Agreement, dated as of April 29, 2012, by and among Energy Transfer Partners, L.P. and Energy Transfer Equity, L.P. (incorporated by reference to Exhibit 10.1 of Form 8-K, File No. 1-32740, filed May 1, 2012)

Exhibit
Number
Description
10.9First Amendment, dated April 30, 2013, to the Services Agreement, effective as of May 26, 2010, by and among Energy Transfer Equity, L.P., ETE Services Company LLC and Regency Energy Partners LP (incorporated by reference to Exhibit 10.1 of Form 8-K, File No. 1-32740, filed May 1, 2013)
10.10Second Amendment, dated April 30, 2013, to the Shared Services Agreement dated as of August 26, 2005, as amended May 26, 2010, by and between Energy Transfer Equity, L.P. and Energy Transfer Partners, L.P.(incorporated by reference to Exhibit 10.2 of Form 8-K, File No. 1-32740, filed May 1, 2013)
10.11Third Amendment, dated February 19, 2014, to the Shared Services Agreement dated as of August 26, 2005, as amended May 26, 2010 and April 30, 2013 by and between Energy Transfer Equity, L.P. and Energy Transfer Partners, L.P. (incorporated by reference to Exhibit 10.1 of Form 8-K, File No. 1-32740, filed February 19, 2014)
10.12Exchange and Redemption Agreement by and among Energy Transfer Partners, L.P., Energy Transfer Equity, L.P. and ETE Common Holdings, LLC, dated August 7, 2013 (incorporated by reference to Exhibit 10.1 of Form 8-K, File No. 1-32740, filed August 8, 2013)
10.13Credit Agreement, dated as of December 2, 2013 among Energy Transfer Equity, L.P., Credit Suisse AG, Cayman Islands Branch, as administrative agent, and the other lenders party thereto (incorporated by reference to Exhibit 10.1 of Form 8-K, File No. 1-32740, filed December 2, 2013)
10.14Second Amended and Restated Pledge and Security Agreement, dated December 2, 2013 among Energy Transfer Equity, L.P., the other grantors named therein and U.S. Bank National Association, as collateral agent (incorporated by reference to Exhibit 10.3 of Form 8-K, File No. 1-32740, filed December 2, 2013)
10.15Energy Transfer Equity, L.P. Incremental Loan Agreement No. 1, dated April 16, 2014 (incorporated by reference to Exhibit 10.5 of Form 10-Q, File No. 1-32470, filed August 7, 2014)
10.16Amendment and Incremental Commitment Agreement No. 2, dated May 6, 2014 (incorporated by reference to Exhibit 10.6 of Form 10-Q, File No. 1-32470, filed August 7, 2014)
10.17Amendment and Incremental Commitment Agreement No. 3, dated February 10, 2015 among Energy Transfer Equity, L.P., Credit Suisse AG, Cayman Islands Branch, as administrative agent, and the other lenders party thereto (incorporated by reference to Exhibit 10.1 of Form 8-K, File No. 1-32740, filed February 17, 2015)
10.18Class D Unit Agreement (incorporated by reference to Exhibit 10.1 of Form 8-K, File No. 1-32740, filed December 27, 2013)
10.19*+Retention Agreement, by and among Energy Transfer Equity, L.P. and Thomas P. Mason, dated February 24, 2016.
10.20Senior Secured Term Loan Agreement, dated February 2, 2017 among Energy Transfer Equity, L.P., Credit Suisse AG, Cayman Islands Branch, as administrative agent, and the other lenders party hereto (incorporated by reference to Exhibit 10.1 of Form 8-K, File No. 1-32740, filed February 3, 2017.

Energy Transfer Partners, L.P.
10.22Cushion Gas Litigation Agreement, dated January 26, 2005, among AEP Energy Services Gas Holding Company II, L.L.C. and HPL Storage LP, as Sellers, and LaGrange Acquisition, L.P., as Buyer, and AEP Asset Holdings LP, AEP Leaseco LP, Houston Pipe Line Company, LP and HPL Resources Company LP, as Companies (incorporated by reference to Exhibit 10.2 of Form 8-K, File No. 1-11727, filed February 1, 2005)
10.23Second Amended and Restated Credit Agreement, dated October 27, 2011, among Energy Transfer Partners, L.P., the borrower, and Wachovia Bank, National Association, as administrative agent, LC issuer and swingline lender, Bank of America, N.A., as syndication agent, BNP Paribas, JPMorgan Chase Bank, N.A. and the Royal Bank of Scotland PLC, as co-documentation agents, and Citibank, N.A., Credit Suisse, Cayman Islands Branch, Deutsche Bank Securities, Inc., Morgan Stanley Bank, Suntrust Bank and UBS Securities, LLC, as senior managing agents, and other lenders party hereto (incorporated by reference to Exhibit 10.1 of Form 8-K, File No. 1-11727, filed November 2, 2011)
10.24Redemption Agreement, dated September 14, 2006, between Energy Transfer Partners, L.P. and CCE Holdings, LLC (incorporated by reference to Exhibit 10.2 of Form 8-K, File No. 1-11727, filed September 18, 2006)
10.25Letter Agreement, dated September 14, 2006, between Energy Transfer Partners, L.P. and Southern Union Company (incorporated by reference to Exhibit 10.3 of Form 8-K, File No. 1-11727, filed September 18, 2006)
10.26+Energy Transfer Partners, L.P. Amended and Restated 2004 Unit Plan (incorporated by reference to Exhibit 10.6.6 of Form 10-Q, File No. 1-11727, filed August 11, 2008)
10.27+Energy Transfer Partners, L.P. Second Amended and Restated 2008 Long Term Incentive Plan (incorporated by reference to Exhibit A of Definitive Proxy Statement on Schedule 14A, File No. 1-11727, filed October 24, 2014)
10.28+Energy Transfer Partners Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 of Form 8-K, File No. 1-11727, filed March 31, 2010)

Exhibit
Number
Description
10.29+Form of Grant Agreement under the Energy Transfer Partners, L.P. Amended and Restated 2004 Unit Plan and the Energy Transfer Partners, L.P. 2008 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 of Form 8-K, File No. 1-11727, filed November 1, 2004)
10.30+Energy Transfer Partners, L.P. Annual Bonus Plan (incorporated by reference to Exhibit 10.2 of Form 10-Q, File No. 1-11727, filed August 7, 2014)
10.31+Energy Transfer Partners, L.L.C. Annual Bonus Plan effective January 1, 2014 (incorporated by reference to Exhibit 10.2 of Form 10-Q, File No. 1-11727, filed August 7, 2014)
Sunoco Logistics Partners L.P.
10.32$2,500,000,000 Amended and Restated Credit Agreement, dated as of March 20, 2015, among Sunoco Logistics Partners Operations L.P., as the Borrower; Sunoco Logistics Partners L.P., as the Guarantor; Citibank, N.A., as Administrative Agent, Swingline Lender and a L/C Issuer; and the other LC Issuers and Lenders party thereto (incorporated by reference to Exhibit 10.1 of Form 10-Q, File No. 1-31219, filed May 7, 2015)
10.33Amendment No. 1 to the $2,500,000,000 Amended and Restated Credit Agreement, dated as of June 29, 2015, among Sunoco Logistics Partners Operations L.P., as the Borrower; Sunoco Logistics Partners L.P., as the Guarantor; Citibank, N.A., as Administrative Agent, Swing Line Lender and a L/C Issuer; and the other LC Issuers and Lenders party thereto (incorporated by reference to Exhibit 10.1 of Form 10-Q, File No. 1-31219, filed August 6, 2015)
Sunoco LP
10.34Credit Agreement among Susser Petroleum Partners LP, as the Borrower, the lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, Collateral Agent, Swingline Lender and an LC Issuer, dated September 25, 2014 (incorporated by reference to Exhibit 10.1 of Form 8-K, File No. 1-35653, filed October 1, 2014)
10.35First Amendment to Credit Agreement and Increase Agreement by and among Sunoco LP, Bank of America, N.A., as Administrative Agent, Collateral Agent, Swingline Lender and an LC Issuer, and the financial institutions parties thereto, dated April 10, 2015 (incorporated by reference to Exhibit 10.1 of Form 8-K, File No. 1-35653, filed April 13, 2015)
10.36Second Amendment to Credit Agreement, dated as of December 2, 2015, by and among Sunoco LP, Bank of America, N.A. and the financial institutions parties thereto as Lenders (incorporated by reference to Exhibit 10.1 of Form 8-K, File No. 1-35653, filed December 8, 2015)
10.37Registration Rights Agreement, dated as of December 3, 2015, by and among Sunoco LP and the purchasers named on Schedule A thereto (incorporated by reference to Exhibit 4.1 of Form 8-K, File No. 1-35653, filed December 8, 2015)
Other Exhibits
12.1*Computation of Ratio of Earnings to Fixed Charges.
21.1*List of Subsidiaries.
23.1*Consent of Grant Thornton LLP related to Energy Transfer Equity, L.P.
23.2*Consent of Grant Thornton LLP related to Energy Transfer Partners, L.P.
31.1*Certification of President (Principal Executive Officer) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**Certification of President (Principal Executive Officer) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**Certification Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1Statement of Policies Relating to Potential Conflicts among Energy Transfer Partners, L.P., Energy Transfer Equity, L.P. and Regency Energy Partners LP dated as of April 26, 2011 (incorporated by reference to Exhibit 99.1 of Form 10-Q, file No. 1-32740, filed August 8, 2011)
101*Interactive data files pursuant to Rule 405 of Regulation S-T: (i) our Consolidated Balance Sheets as of December 31, 2015 and December 31, 2014; (ii) our Consolidated Statements of Operations for the years ended December 31, 2015, 2014 and 2013; (iii) our Consolidated Statements of Comprehensive Income for years ended December 31, 2015, 2014 and 2013; (iv) our Consolidated Statement of Equity for the years ended December 31, 2015, 2014 and 2013; and (v) our Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013.
*Filed herewith.
**Furnished herewith.
+Denotes a management contract or compensatory plan or arrangement.

INDEX TO FINANCIAL STATEMENTS
OF CERTAIN SUBSIDIARIES INCLUDED PURSUANT
TO RULE 3-16 OF REGULATION S-XEnergy Transfer Equity, L.P. and Subsidiaries
 
 Page
1. ETE Common Holdings, LLC Financial Statements
2. Energy Transfer Partners, L.P. Financial Statements
3. Energy Transfer Partners GP, L.P. and Subsidiaries Consolidated Financial Statements
4. Regency Energy Partners LP Financial Statements
5. Regency GP LP and Subsidiaries Consolidated Financial Statements
6. ETE GP Acquirer LLC and Subsidiaries Consolidated Financial Statements
  
  


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Table of Contents

1.    ETE COMMON HOLDINGS, LLC FINANCIAL STATEMENTS


INDEX TO FINANCIAL STATEMENTS
Page
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheet – December 31, 2013
Consolidated Statement of Comprehensive Income – Period from April 26, 2013 to December 31, 2013
Consolidated Statement of Members’ Equity – Period from April 26, 2013 to December 31, 2013
Consolidated Statement of Cash Flows – Period from April 26, 2013 to December 31, 2013
Notes to Consolidated Financial Statements


S - 2

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Partners
MembersEnergy Transfer Equity, L.P.
ETE Common Holdings, LLC
WeWe have audited the accompanying consolidated balance sheetsheets of ETE Common Holdings, LLCEnergy Transfer Equity, L.P. (a Delaware limited liability company)partnership) and subsidiaries (the “Company”“Partnership”) as of December 31, 2013,2016 and 2015, and the related consolidated statements of operations, comprehensive income, members’ equity, and cash flows for each of the three years in the period from April 26, 2013 (inception) toended December 31, 2013.2016. These financial statements are the responsibility of the Company’sPartnership’s management. Our responsibility is to express an opinion on these financial statements based on our audit.audits.
We conducted our auditaudits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements,statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit providesaudits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of ETE Common Holdings, LLCEnergy Transfer Equity, L.P. and subsidiaries as of December 31, 2013,2016 and 2015, and the results of itstheir operations and itstheir cash flows for each of the three years in the period from April 26, 2013 (inception) toended December 31, 20132016 in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Partnership’s internal control over financial reporting as of December 31, 2016, based on criteria established in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 24, 2017 expressed an unqualified opinion thereon.

/s/ GRANT THORNTON LLP
Dallas, Texas
February 27, 201424, 2017


S - 3


ETE COMMON HOLDINGS, LLC

ENERGY TRANSFER EQUITY, L.P. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETSHEETS
(Dollars in millions)
 
 December 31,
 2013
ASSETS 
AFFILIATE RECEIVABLE$151
ADVANCES TO AND INVESTMENTS IN UNCONSOLIDATED AFFILIATES1,662
Total assets$1,813
  
LIABILITIES AND EQUITY 
AFFILIATE PAYABLE$111
MEMBERS’ EQUITY: 
Members’ capital$1,700
Accumulated other comprehensive income2
Total members’ equity1,702
Total liabilities and members’ equity$1,813
 December 31,
 2016 2015
ASSETS   
Current assets:   
Cash and cash equivalents$483
 $606
Accounts receivable, net3,557
 2,400
Accounts receivable from related companies47
 119
Inventories2,291
 1,636
Derivative assets21
 46
Other current assets586
 603
Total current assets6,985
 5,410
    
Property, plant and equipment63,721
 54,979
Accumulated depreciation and depletion(8,283) (6,296)
 55,438
 48,683
    
Advances to and investments in unconsolidated affiliates3,040
 3,462
Other non-current assets, net818
 730
Intangible assets, net5,992
 5,431
Goodwill6,738
 7,473
Total assets$79,011
 $71,189
 


The accompanying notes are an integral part of these consolidated financial statements.





















ENERGY TRANSFER EQUITY, L.P. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in millions)
S - 4

 December 31,
 2016 2015
LIABILITIES AND EQUITY   
Current liabilities:   
Accounts payable$3,502
 $2,274
Accounts payable to related companies42
 28
Derivative liabilities172
 69
Accrued and other current liabilities2,367
 2,408
Current maturities of long-term debt1,194
 131
Total current liabilities7,277
 4,910
    
Long-term debt, less current maturities42,608
 36,837
Long-term notes payable - related companies250
 
Deferred income taxes5,112
 4,590
Non-current derivative liabilities76
 137
Other non-current liabilities1,123
 1,069
    
Commitments and contingencies

 

Preferred units of subsidiary (Note 7)33
 33
Redeemable noncontrolling interests15
 15
    
Equity:   
General Partner(3) (2)
Limited Partners:   
Common Unitholders (1,046,947,157 and 1,044,767,336 units authorized, issued and outstanding as of December 31, 2016 and 2015, respectively)(1,871) (952)
Class D Units (2,156,000 units authorized, issued and outstanding as of December 31, 2015)
 22
Series A Convertible Preferred Units (329,295,770 units authorized, issued and outstanding as of December 31, 2016)180
 
Total partners’ deficit(1,694) (932)
Noncontrolling interest24,211
 24,530
Total equity22,517
 23,598
Total liabilities and equity$79,011
 $71,189
Table of Contents










ENERGY TRANSFER EQUITY, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in millions, except per unit data)

ETE COMMON HOLDINGS, LLC
 Years Ended December 31,
 2016 2015 2014
REVENUES:     
Natural gas sales$3,619
 $3,671
 $5,386
NGL sales4,841
 3,935
 5,845
Crude sales6,766
 8,378
 16,416
Gathering, transportation and other fees4,172
 4,200
 3,733
Refined product sales14,020
 15,672
 19,437
Other4,086
 6,270
 4,874
Total revenues37,504
 42,126
 55,691
COSTS AND EXPENSES:     
Cost of products sold28,656
 34,009
 48,414
Operating expenses2,696
 2,661
 2,102
Depreciation, depletion and amortization2,359
 2,079
 1,724
Selling, general and administrative807
 639
 611
Impairment losses1,487
 339
 370
Total costs and expenses36,005
 39,727
 53,221
OPERATING INCOME1,499
 2,399
 2,470
OTHER INCOME (EXPENSE):     
Interest expense, net(1,832) (1,643) (1,369)
Equity in earnings from unconsolidated affiliates270
 276
 332
Impairment of investment in an unconsolidated affiliate(308) 
 
Gains on acquisitions83
 
 
Gain on sale of AmeriGas common units
 
 177
Losses on extinguishments of debt
 (43) (25)
Losses on interest rate derivatives(12) (18) (157)
Other, net124
 22
 (11)
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAX EXPENSE(176) 993
 1,417
Income tax expense (benefit) from continuing operations(217) (100) 357
INCOME FROM CONTINUING OPERATIONS41
 1,093
 1,060
Income from discontinued operations
 
 64
NET INCOME41
 1,093
 1,124
Less: Net income (loss) attributable to noncontrolling interest(954) (96) 491
NET INCOME ATTRIBUTABLE TO PARTNERS995
 1,189
 633
General Partner’s interest in net income3
 3
 2
Convertible Unitholders’ interest in income9
 
 
Class D Unitholder’s interest in net income
 3
 2
Limited Partners’ interest in net income$983
 $1,183
 $629
INCOME FROM CONTINUING OPERATIONS PER LIMITED PARTNER UNIT:     
Basic$0.94
 $1.11
 $0.58
Diluted$0.92
 $1.11
 $0.57
NET INCOME PER LIMITED PARTNER UNIT:     
Basic$0.94
 $1.11
 $0.58
Diluted$0.92
 $1.11
 $0.57
STATEMENT
ENERGY TRANSFER EQUITY, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in millions)
 
 
Period from April 26, 2013 (inception) to
December 31, 2013
  
Equity in earnings of unconsolidated affiliates$134
INCOME BEFORE INCOME TAX EXPENSE134
Income tax expense
NET INCOME$134
Other comprehensive income, net of tax$2
COMPREHENSIVE INCOME$136
 Years Ended December 31,
 2016 2015 2014
Net income$41
 $1,093
 $1,124
Other comprehensive income (loss), net of tax:     
Reclassification to earnings of gains and losses on derivative instruments accounted for as cash flow hedges
 
 3
Change in value of available-for-sale securities2
 (3) 1
Actuarial gain (loss) relating to pension and other postretirement benefits(1) 65
 (113)
Foreign currency translation adjustment(1) (1) (2)
Change in other comprehensive income from unconsolidated affiliates4
 (1) (6)
 4
 60
 (117)
Comprehensive income45
 1,153
 1,007
Less: Comprehensive income (loss) attributable to noncontrolling interest(950) (41) 388
Comprehensive income attributable to partners$995
 $1,194
 $619

The accompanying notes are an integral part of these consolidated financial statements.


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Table of Contents


ETE COMMON HOLDINGS, LLC

























ENERGY TRANSFER EQUITY, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTSTATEMENTS OF MEMBERS’ EQUITY
(Dollars in millions)
 ETE Common Holdings Member, LLC Energy Transfer Equity, L.P. Total Members’ Equity
Balance, April 26, 2013 (Inception)$
 $
 $
Contributions from members3
 1,669
 1,672
Distributions to members
 (106) (106)
Net income
 134
 134
Other comprehensive income
 2
 2
Balance, December 31, 2013$3
 $1,699
 $1,702
 
General
Partner
 
Common
Unitholders
 Class D Units Series A Convertible Preferred Units 
Accumulated
Other
Comprehensive
Income (Loss)
 
Non-
controlling
Interest
 Total
Balance, December 31, 2013$(3) $1,066
 $6
 $
 $9
 $15,201
 $16,279
Distributions to partners(2) (817) (2) 
 
 
 (821)
Distributions to noncontrolling interest
 
 
 
 
 (1,905) (1,905)
Subsidiary units issued for cash
 148
 2
 
 
 2,907
 3,057
Subsidiary units issued in certain acquisitions
 211
 
 
 
 5,604
 5,815
Subsidiary units redeemed in Lake Charles LNG Transaction2
 480
 
 
 
 (482) 
Purchase of additional Regency Units
 (99) 
 
 
 99
 
Subsidiary acquisition of a noncontrolling interest
 
 
 
 
 (319) (319)
Non-cash compensation expense, net of units tendered by employees for tax withholdings
 
 14
 
 
 51
 65
Capital contributions received from noncontrolling interest
 
 
 
 
 139
 139
Other, net
 30
 
 
 
 (33) (3)
Units repurchased under buyback program
 (1,000) 
 
 
 
 (1,000)
Other comprehensive loss, net of tax
 
 
 
 (14) (103) (117)
Net income2
 629
 2
 
 
 491
 1,124
Balance, December 31, 2014(1) 648
 22
 
 (5) 21,650
 22,314
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
 
 
 (96) 1,093
Balance, December 31, 2015(2) (952) 22
 
 
 24,530
 23,598
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
 
 (954) 41
Balance, December 31, 2016$(3) $(1,871) $
 $180
 $
 $24,211
 $22,517

The accompanying notes are an integral part of these consolidated financial statements.

S - 6


ETE COMMON HOLDINGS, LLCENERGY TRANSFER EQUITY, L.P. AND SUBSIDIARIES
STATEMENTCONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in millions)
 
Period from April 26, 2013 (Inception) to
December 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES: 
Net income$134
Reconciliation of net income to net cash provided by operating activities: 
Equity in earnings of unconsolidated affiliates(134)
Net change in operating assets and liabilities(5)
Net cash used in operating activities(5)
Net cash provided by investing activities
CASH FLOWS FROM FINANCING ACTIVITIES: 
Contributions from members5
Net cash provided by financing activities5
INCREASE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS, beginning of period
CASH AND CASH EQUIVALENTS, end of period$
 Years Ended December 31,
 2016 2015 2014
OPERATING ACTIVITIES:     
Net income$41
 $1,093
 $1,124
Reconciliation of net income to net cash provided by operating activities:     
Depreciation, depletion and amortization2,359
 2,079
 1,724
Deferred income taxes(201) 242
 (50)
Amortization included in interest expense3
 (21) (51)
Unit-based compensation expense70
 91
 82
Impairment losses1,487
 339
 370
Gains on acquisitions(83) 
 
Gain on sale of AmeriGas common units
 
 (177)
Losses on extinguishments of debt
 43
 25
Impairment of investment in an unconsolidated affiliate308
 
 
(Gains) losses on disposal of assets8
 (8) (1)
Equity in earnings of unconsolidated affiliates(270) (276) (332)
Distributions from unconsolidated affiliates268
 409
 291
Inventory valuation adjustments(273) 249
 473
Other non-cash(239) (8) (72)
Net change in operating assets and liabilities, net of effects of acquisitions and deconsolidations(61) (1,164) (231)
Net cash provided by operating activities3,417
 3,068
 3,175
INVESTING ACTIVITIES:     
Proceeds from sale of noncontrolling interest
 64
 
Proceeds from the sale of AmeriGas common units
 
 814
Cash paid for acquisitions, net of cash received(1,570) (835) (2,367)
Cash paid for acquisition of a noncontrolling interest
 (129) 
Capital expenditures, excluding allowance for equity funds used during construction(8,092) (9,386) (5,381)
Contributions in aid of construction costs71
 80
 45
Contributions to unconsolidated affiliates(68) (45) (334)
Distributions from unconsolidated affiliates in excess of cumulative earnings135
 128
 136
Proceeds from the sale of discontinued operations
 
 77
Proceeds from the sale of other assets43
 26
 62
Change in restricted cash14
 19
 172
Other
 (16) (19)
Net cash used in investing activities(9,467) (10,094) (6,795)
FINANCING ACTIVITIES:     
Proceeds from borrowings25,785
 26,455
 18,375
Repayments of long-term debt(19,076) (19,828) (13,886)
Cash received from affiliate notes5,317
 
 
Cash paid on affiliate notes(5,051) 
 
Subsidiary units issued for cash2,559
 3,889
 3,057
Distributions to partners(1,022) (1,090) (821)
Distributions to noncontrolling interests(2,766) (2,335) (1,905)
Debt issuance costs(52) (75) (77)
Capital contributions from noncontrolling interest236
 841
 139
Redemption of Preferred Units
 
 
Units repurchased under buyback program
 (1,064) (1,000)
Other, net(3) (8) (5)
Net cash provided by financing activities5,927
 6,785
 3,877
Increase (decrease) in cash and cash equivalents(123) (241) 257
Cash and cash equivalents, beginning of period606
 847
 590
Cash and cash equivalents, end of period$483
 $606
 $847


The accompanying notes are an integral part of these consolidated financial statements.

S - 7


ETE COMMON HOLDINGS, LLCENERGY TRANSFER EQUITY, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollar and unit amounts, except per unit data, are in millions)

1.     
1.
OPERATIONS AND ORGANIZATION:
Financial Statement Presentation
The consolidated financial statements of Energy Transfer Equity, L.P. (the “Partnership,” “we” or “ETE”) presented herein for the years ended December 31, 2016, 2015, and 2014, have been prepared in accordance with GAAP and pursuant to the rules and regulations of the SEC. We consolidate all majority-owned subsidiaries and limited partnerships, which we control as the general partner or owner of the general partner. All significant intercompany transactions and accounts are eliminated in consolidation.
Unless the context requires otherwise, references to “we,” “us,” “our,” the “Partnership” and “ETE” mean Energy Transfer Equity, L.P. and its consolidated subsidiaries, which include ETP, ETP GP, ETP LLC, ETE Common Holdings, LLC, Panhandle (or Southern Union prior to its merger into Panhandle in January 2014), Sunoco Logistics, Sunoco LP and ETP Holdco. References to the “Parent Company” mean Energy Transfer Equity, L.P. on a stand-alone basis.
As discussed in Note 8, in January 2014 and July 2015, the Partnership completed two-for-one splits of ETE Common Units. All references to unit and per unit amounts in the consolidated financial statements and in these notes to the consolidated financial statements have been adjusted to reflect the effects of the unit splits for all periods presented.
At December 31, 2016, our interests in ETP and Sunoco LP consisted of 100% of the respective general partner interests and IDRs, as well as 2.6 million ETP common units, 81.0 million ETP Class H units and 2.3 million Sunoco LP common units held by us or our wholly-owned subsidiaries. We also own 0.1% of Sunoco Partners LLC, the entity that owns the general partner interest and IDRs of Sunoco Logistics, while ETP owns the remaining 99.9% of Sunoco Partners LLC. Additionally, ETE owns 100 ETP Class I Units, the distributions from which offset a portion of IDR subsidies ETE has previously provided to ETP.
The consolidated financial statements of ETE presented herein include the results of operations of:
the Parent Company;
our controlled subsidiaries, ETP and Sunoco LP (see description of their respective operations below under “Business Operations”);
ETP’s and Sunoco LP’s consolidated subsidiaries and our wholly-owned subsidiaries that own the general partner and IDR interests in ETP and Sunoco LP; and
our wholly-owned subsidiary, Lake Charles LNG.
Our subsidiaries also own varying undivided interests in certain pipelines. Ownership of these pipelines has been structured as an ownership of an undivided interest in assets, not as an ownership interest in a partnership, limited liability company, joint venture or other forms of entities. Each owner controls marketing and invoices separately, and each owner is responsible for any loss, damage or injury that may occur to their own customers. As a result, we apply proportionate consolidation for our interests in these entities.
Certain prior period amounts have been reclassified to conform to the 2016 presentation. These reclassifications had no impact on net income or total equity.
Business Operations
ETE Common Holdings, LLC (the “Company,” “we,” or “ETE Holdings”) was formed on April 26, 2013 and is a subsidiary of Energy Transfer Equity, L.P. (“ETE”). In connection with ETE’s April 30, 2013 sale of its remaining 60% interest in ETP Holdco Corporation (“Holdco”) to Energy Transfer Partners, L.P. (“ETP”), the Company received 55.4 ETP limited partner common units and 0.1% of Sunoco Partners LLC, the general partner of Sunoco Logistics L.P. (“Sunoco Partners”).
On October 31, 2013, the Company completed an exchange of 50.2 million ETP limited partner common units for 50.2 million ETP Class H units. The ETP Class H units are generally entitled to (i) allocations of profits, losses and other items from ETP corresponding to 50.05% of the profits, losses, and other items allocated to ETP by Sunoco Partners LLC (“Sunoco Partners”), the general partner of Sunoco Logistics Partners L.P. (“Sunoco Logistics”), with respect to the IDRs and general partner interest in Sunoco Logistics held by Sunoco Partners, (ii) distributions from available cash at ETP for each quarter equal to 50.05% of the cash distributed to ETP by Sunoco Partners with respect to the IDRs and general partner interest in Sunoco Logistics held by Sunoco Partners for such quarter and, to the extent not previously distributed to holders of the Class H Units, for any previous quarters and (iii) incremental additional cash distributions in the aggregate amount of $329 million, to be payable by ETP to ETE Holdings over 15 quarters, commencing with the quarter ended September 30, 2013 and ending with the quarter ending March 31, 2017.
The Company currently owns 50.2 million ETP Class H Units and 5.2 million ETP limited partner common units.
The Company conducts no operations independent of its equity ownership interest in ETP. ItsParent Company’s principal sources of cash flow are derived from its direct and indirect investments in the limited partner interestand general partner interests in ETP and it has noSunoco LP. The Parent Company’s primary cash requirements. requirements are for general and administrative expenses, debt service requirements and distributions to its partners. Parent Company-only assets are not available to satisfy the debts and other obligations of ETE’s subsidiaries. In order to understand the financial condition of the Parent Company on a stand-alone basis, see Note 17 for stand-alone financial information apart from that of the consolidated partnership information included herein.

ETP is a master limitedpublicly traded partnership owningwhose operations comprise the following:
the gathering and operating one of the largestprocessing, compression, treating and most diversified portfolios of energy assets in the United States. ETP currently owns and operates approximately 35,000 milestransportation of natural gas, andfocusing on providing midstream services in some of the most prolific natural gas liquids pipelines. ETP owns 100% of Panhandle Eastern Pipe Line Company, LP (the successor of Southern Union Company) and Sunoco, Inc., and a 70% interest in Lone Star NGL LLC, a joint venture that owns and operates natural gas liquids storage, fractionation and transportation assets. ETP also owns the general partner, 100% of the incentive distribution rights, and approximately 33.5 million common units in Sunoco Logistics, which operates a geographically diverse portfolio of crude oil and refined products pipelines, terminalling and crude oil acquisition and marketing assets.
Financial Statement Presentation
The financial statements of the Company presented herein for the period from April 26, 2013 to December 31, 2013, have been prepared in accordance with GAAP. As the Company was formed on April 26, 2013, the financial statements herein do not include comparative periods.

2.      ADVANCES TO AND INVESTMENTS IN UNCONSOLIDATED AFFILIATE:

The Company owns 50.2 million ETP Class H Units and 5.2 million ETP limited partner common units which are accounted for under the equity method and 0.1% of Sunoco Partners.

We record changes in our ownership interest of ETP’s equity transactions, with gain or loss recognized in equity in earnings of unconsolidated affiliates. For example, upon ETP’s issuance of common units in a public offering, we record any difference between the amount of consideration received or paid and the amount by which the investment in unconsolidated affiliate is adjusted. If ETP issues units at a price less than our carrying value per unit, we assess whether the investment has been impaired, in which case a provision would be reflected in our statement of comprehensive income. For the period from April 30, 2013 to December 31, 2013, no impairments were recorded and we recorded gains of $38.1 million in earnings from unconsolidated affiliates related to ETP’s unit issuances.



S - 8


Summarized Financial Information
The following tables present selected balance sheet and income statement data for our unconsolidated affiliate, ETP (on a 100% basis for all periods presented).
 December 31,
 2013
Current assets$6,239
Property, plant and equipment, net25,947
Advances to and investments in unconsolidated affiliates4,436
Goodwill4,729
Intangible assets, net1,568
Other non-current assets, net783
Total assets$43,702
Current liabilities$6,067
Long-term debt, less current maturities16,451
Deferred income taxes3,762
Other non-current liabilities1,134
Equity16,288
Total liabilities and equity$43,702
 Year Ended December 31,
 2013
Revenue$46,339
Operating income1,541
Net income768

3.      SUBSEQUENT EVENTS:
Subsequent events have been evaluated through February 27, 2014, the date the financial statements were available to be issued.



S - 9


2.ENERGY TRANSFER PARTNERS, L.P. FINANCIAL STATEMENTS


INDEX TO FINANCIAL STATEMENTS
Page
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets – December 31, 2013 and 2012
Consolidated Statements of Operations – Years Ended December 31, 2013, 2012 and 2011
Consolidated Statements of Comprehensive Income – Years Ended December 31, 2013, 2012 and 2011
Consolidated Statements of Equity – Years Ended December 31, 2013, 2012 and 2011
Consolidated Statements of Cash Flows – Years Ended December 31, 2013, 2012 and 2011
Notes to Consolidated Financial Statements



S - 10


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Partners
Energy Transfer Partners, L.P.
We have audited the accompanying consolidated balance sheets of Energy Transfer Partners, L.P. (a Delaware limited partnership) and subsidiaries (the “Partnership”) as of December 31, 2013 and 2012, and the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2013. These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We did not audit the consolidated financial statements of Sunoco Logistics Partners L.P., a consolidated subsidiary, as of December 31, 2012 and for the period from October 5, 2012 to December 31, 2012, which statements reflect total assets constituting 24 percent of consolidated total assets as of December 31, 2012, and total revenues of 20 percent of consolidated total revenues for the year then ended. Those statements were audited by other auditors, whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for Sunoco Logistics Partners L.P. as of December 31, 2012 and for the period from October 5, 2012 to December 31, 2012, is based solely on the report of the other auditors.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the report of the other auditors provide a reasonable basis for our opinion.
In our opinion, based on our audits and the report of the other auditors, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Energy Transfer Partners, L.P. and subsidiaries as of December 31, 2013 and 2012, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2013 in conformity with accounting principles generally acceptedproducing regions in the United States, of America.including the Eagle Ford, Haynesville, Barnett, Fayetteville, Marcellus, Utica, Bone Spring, and Avalon shales;
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Partnership’s internal control over financial reporting as of December 31, 2013, based on criteria established in the 1992 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 27, 2014 (not separately included herein) expressed an unqualified opinion thereon.
/s/ GRANT THORNTON LLP

Dallas, Texas
February 27, 2014


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ENERGY TRANSFER PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in millions)
 December 31,
 2013 2012
ASSETS   
CURRENT ASSETS:   
Cash and cash equivalents$549
 $311
Accounts receivable, net3,359
 2,910
Accounts receivable from related companies165
 94
Inventories1,765
 1,495
Exchanges receivable56
 55
Price risk management assets35
 21
Current assets held for sale
 184
Other current assets310
 334
Total current assets6,239
 5,404
    
PROPERTY, PLANT AND EQUIPMENT28,430
 27,412
ACCUMULATED DEPRECIATION(2,483) (1,639)
 25,947
 25,773
    
NON-CURRENT ASSETS HELD FOR SALE
 985
ADVANCES TO AND INVESTMENTS IN UNCONSOLIDATED AFFILIATES4,436
 3,502
NON-CURRENT PRICE RISK MANAGEMENT ASSETS17
 42
GOODWILL4,729
 5,606
INTANGIBLE ASSETS, net1,568
 1,561
OTHER NON-CURRENT ASSETS, net766
 357
Total assets$43,702
 $43,230

The accompanying notes are an integral part of these consolidated financial statements.


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ENERGY TRANSFER PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in millions)
 December 31,
 2013 2012
LIABILITIES AND EQUITY   
CURRENT LIABILITIES:   
Accounts payable$3,627
 $3,002
Accounts payable to related companies45
 24
Exchanges payable285
 156
Price risk management liabilities45
 110
Accrued and other current liabilities1,428
 1,562
Current maturities of long-term debt637
 609
Current liabilities held for sale
 85
Total current liabilities6,067
 5,548
    
NON-CURRENT LIABILITIES HELD FOR SALE
 142
LONG-TERM DEBT, less current maturities16,451
 15,442
LONG-TERM NOTES PAYABLE — RELATED PARTY
 166
NON-CURRENT PRICE RISK MANAGEMENT LIABILITIES54
 129
DEFERRED INCOME TAXES3,762
 3,476
OTHER NON-CURRENT LIABILITIES1,080
 995
    
COMMITMENTS AND CONTINGENCIES (Note 10)   
    
EQUITY:   
General Partner171
 188
Limited Partners:   
Common Unitholders (333,826,372 and 301,485,604 units authorized, issued and outstanding as of December 31, 2013 and 2012, respectively)9,797
 9,026
Class E Unitholders (8,853,832 units authorized, issued and outstanding – held by subsidiary)
 
Class F Unitholders (zero and 90,706,000 units authorized, issued and outstanding as of December 31, 2013 and 2012, respectively – held by subsidiary)
 
Class G Unitholders (90,706,000 and zero units authorized, issued and outstanding as of December 31, 2013 and 2012, respectively – held by subsidiary)
 
Class H Unitholders (50,160,000 and zero units authorized, issued and outstanding as of December 31, 2013 and 2012, respectively)1,511
 
Accumulated other comprehensive income (loss)61
 (13)
Total partners’ capital11,540
 9,201
Noncontrolling interest4,748
 8,131
Total equity16,288
 17,332
Total liabilities and equity$43,702
 $43,230

The accompanying notes are an integral part of these consolidated financial statements.



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ENERGY TRANSFER PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in millions, except per unit data)
 Years Ended December 31,
 2013 2012 2011
REVENUES:     
Natural gas sales$3,165
 $2,387
 $2,534
NGL sales2,817
 1,718
 1,113
Crude sales15,477
 2,872
 
Gathering, transportation and other fees2,590
 2,007
 1,488
Refined product sales18,479
 5,299
 
Other3,811
 1,419
 1,664
Total revenues46,339
 15,702
 6,799
COSTS AND EXPENSES:     
Cost of products sold41,204
 12,266
 4,175
Operating expenses1,388
 951
 799
Depreciation and amortization1,032
 656
 405
Selling, general and administrative485
 435
 173
Goodwill impairment689
 
 
Total costs and expenses44,798
 14,308
 5,552
OPERATING INCOME1,541
 1,394
 1,247
OTHER INCOME (EXPENSE):     
Interest expense, net of interest capitalized(849) (665) (474)
Equity in earnings of unconsolidated affiliates172
 142
 26
Gain on deconsolidation of Propane Business
 1,057
 
Gain on sale of AmeriGas common units87
 
 
Loss on extinguishment of debt
 (115) 
Gains (losses) on interest rate derivatives44
 (4) (77)
Non-operating environmental remediation(168) 
 
Other, net5
 11
 (3)
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAX EXPENSE832
 1,820
 719
Income tax expense from continuing operations97
 63
 19
INCOME FROM CONTINUING OPERATIONS735
 1,757
 700
Income (loss) from discontinued operations33
 (109) (3)
NET INCOME768
 1,648
 697
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST312
 79
 28
NET INCOME ATTRIBUTABLE TO PARTNERS456
 1,569
 669
GENERAL PARTNER’S INTEREST IN NET INCOME506
 461
 433
CLASS H UNITHOLDER’S INTEREST IN NET INCOME48
 
 
LIMITED PARTNERS’ INTEREST IN NET INCOME (LOSS)$(98) $1,108
 $236
INCOME (LOSS) FROM CONTINUING OPERATIONS PER LIMITED PARTNER UNIT:     
Basic$(0.23) $4.93
 $1.12
Diluted$(0.23) $4.91
 $1.12
NET INCOME (LOSS) PER LIMITED PARTNER UNIT:     
Basic$(0.18) $4.43
 $1.10
Diluted$(0.18) $4.42
 $1.10
The accompanying notes are an integral part of these consolidated financial statements.

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ENERGY TRANSFER PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in millions)
 Years Ended December 31,
 2013 2012 2011
Net income$768
 $1,648
 $697
Other comprehensive income (loss), net of tax:     
Reclassification to earnings of gains and losses on derivative instruments accounted for as cash flow hedges(4) (14) (38)
Change in value of derivative instruments accounted for as cash flow hedges(1) 8
 19
Change in value of available-for-sale securities2
 
 (1)
Actuarial gain (loss) relating to pension and other postretirement benefits66
 (10) 
Foreign currency translation adjustment(1) 
 
Change in other comprehensive income from equity investments17
 (9) 
 79
 (25) (20)
Comprehensive income847
 1,623
 677
Less: Comprehensive income attributable to noncontrolling interest312
 74
 28
Comprehensive income attributable to partners$535
 $1,549
 $649

The accompanying notes are an integral part of these consolidated financial statements.


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ENERGY TRANSFER PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
(Dollars in millions)
   Limited Partners      
 
General
Partner
 
Common
Unitholders
 Class H Units 
Accumulated
Other
Comprehensive
Income (Loss)
 
Noncontrolling
Interest
 Total
Balance, December 31, 2010$175
 $4,542
 $
 $26
 $
 $4,743
Distributions to partners(426) (733) 
 
 
 (1,159)
Distributions to noncontrolling interest
 
 
 
 (44) (44)
Units issued for cash
 1,467
 
 
 
 1,467
Capital contributions from noncontrolling interest
 
 
 
 645
 645
Issuance of units in acquisitions
 3
 
 
 
 3
Other comprehensive loss, net of tax
 
 
 (20) 
 (20)
Other, net
 18
 
 
 
 18
Net income433
 236
 
 
 28
 697
Balance, December 31, 2011182
 5,533
 
 6
 629
 6,350
Distributions to partners(454) (889) 
 
 
 (1,343)
Distributions to noncontrolling interest
 
 
 
 (233) (233)
Units issued for cash
 791
 
 
 
 791
Capital contributions from noncontrolling interest
 
 
 
 343
 343
Sunoco Merger (see Note 3)
 2,288
 
 
 3,580
 5,868
Holdco Transaction (see Note 3)
 165
 
 
 3,748
 3,913
Issuance of units in other acquisitions (excluding Sunoco)
 7
 
 
 
 7
Other comprehensive loss net of tax
 
 
 (19) (6) (25)
Other, net(1) 23
 
 
 (9) 13
Net income461
 1,108
 
 
 79
 1,648
Balance, December 31, 2012188
 9,026
 
 (13) 8,131
 17,332
Distributions to partners(523) (1,228) (51) 
 
 (1,802)
Distributions to noncontrolling interest
 
 
 
 (382) (382)
Units issued for cash
 1,611
 
 
 
 1,611
Issuance of Class H Units (see Note 7)
 (1,514) 1,514
 
 
 
Capital contributions from noncontrolling interest
 
 
 
 137
 137
Holdco Acquisition and SUGS Contribution (see Note 3)
 2,013
 
 (5) (3,448) (1,440)
Other comprehensive income, net of tax
 
 
 79
 
 79
Other, net
 (13) 
 
 (2) (15)
Net income (loss)506
 (98) 48
 
 312
 768
Balance, December 31, 2013$171
 $9,797
 $1,511
 $61
 $4,748
 $16,288

The accompanying notes are an integral part of these consolidated financial statements.

S - 16


ENERGY TRANSFER PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in millions)
 Years Ended December 31,
 2013 2012 2011
CASH FLOWS FROM OPERATING ACTIVITIES:     
Net income$768
 $1,648
 $697
Reconciliation of net income to net cash provided by operating activities:     
Depreciation and amortization1,032
 656
 405
Deferred income taxes48
 62
 4
Gain on curtailment of other postretirement benefits
 (15) 
Amortization included in interest expense(80) (35) 10
Loss on extinguishment of debt
 115
 
LIFO valuation adjustments(3) 75
 
Non-cash compensation expense47
 42
 38
Gain on deconsolidation of Propane Business
 (1,057) 
Gain on sale of AmeriGas common units(87) 
 
Goodwill impairment689
 
 
Write-down of assets included in loss from discontinued operations
 132
 
Distributions on unvested awards(12) (8) (8)
Equity in earnings of unconsolidated affiliates(172) (142) (26)
Distributions from unconsolidated affiliates247
 132
 29
Other non-cash42
 68
 29
Net change in operating assets and liabilities, net of effects of acquisitions and deconsolidations (see Note 2)(146) (475) 166
Net cash provided by operating activities2,373
 1,198
 1,344
CASH FLOWS FROM INVESTING ACTIVITIES:     
Cash paid for Citrus Merger
 (1,895) 
Cash proceeds from contribution and sale of propane operations
 1,443
 
Cash proceeds from SUGS Contribution (See Note 3)504
 
 
Cash paid for Holdco Acquisition (See Note 3)(1,332) 
 
Cash proceeds from the sale of the MGE and NEG assets (See Note 3)1,008
 
 
Cash proceeds from the sale of AmeriGas common units346
 
 
Cash (paid) received from all other acquisitions(405) 531
 (1,972)
Capital expenditures (excluding allowance for equity funds used during construction)(2,575) (2,840) (1,416)
Contributions in aid of construction costs52
 35
 25
Contributions to unconsolidated affiliates(1) (30) (222)
Distributions from unconsolidated affiliates in excess of cumulative earnings217
 130
 22
Proceeds from sale of disposal group
 207
 
Proceeds from the sale of assets53
 18
 9
Restricted cash(348) 5
 
Other21
 111
 1
Net cash used in investing activities(2,460) (2,285) (3,553)
      

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CASH FLOWS FROM FINANCING ACTIVITIES:     
Proceeds from borrowings8,001
 8,208
 6,594
Repayments of long-term debt(7,016) (6,598) (5,217)
Proceeds from borrowings from affiliates
 221
 
Repayments of borrowings from affiliates(166) (55) 
Net proceeds from issuance of Limited Partner units1,611
 791
 1,467
Capital contributions received from noncontrolling interest147
 320
 645
Distributions to partners(1,802) (1,343) (1,159)
Distributions to noncontrolling interest(382) (233) (44)
Debt issuance costs(32) (20) (20)
Other(36) 
 
Net cash provided by financing activities325
 1,291
 2,266
INCREASE IN CASH AND CASH EQUIVALENTS238
 204
 57
CASH AND CASH EQUIVALENTS, beginning of period311
 107
 50
CASH AND CASH EQUIVALENTS, end of period$549
 $311
 $107

The accompanying notes are an integral part of these consolidated financial statements.


S - 18


ENERGY TRANSFER PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollar and unit amounts, except per unit data, are in millions)

1.
OPERATIONS AND ORGANIZATION:
The consolidated financial statements and notes thereto of Energy Transfer Partners, L.P., and its subsidiaries (the “Partnership,” “we” or “ETP”) presented herein for the years ended December 31, 2013, 2012 and 2011, have been prepared in accordance with GAAP and pursuant to the rules and regulations of the SEC. We consolidate all majority-owned subsidiaries and subsidiaries we control, even if we do not have a majority ownership. All significant intercompany transactions and accounts are eliminated in consolidation. Management has evaluated subsequent events through the date the financial statements were issued.
We also own varying undivided interests in certain pipelines. Ownership of these pipelines has been structured as an ownership of an undivided interest in assets, not as an ownership interest in a partnership, limited liability company, joint venture or other forms of entities. Each owner controls marketing and invoices separately, and each owner is responsible for any loss, damage or injury that may occur to their own customers. As a result, we apply proportionate consolidation for our interests in these assets.
Certain prior period amounts have been reclassified to conform to the 2013 presentation. These reclassifications had no impact on net income or total equity. In October 2012, we sold Canyon and the results of continuing operations of Canyon have been reclassified to income (loss) from discontinued operations and the prior year amounts have been restated to present Canyon’s operations as discontinued operations.  Canyon was previously included in our midstream segment. In 2013, Southern Union sold its distribution operations. The results of operations of the distribution operations have been reported as income (loss) from discontinued operations. The assets and liabilities of the disposal group have been reported as assets and liabilities held for sale as of December 31, 2012.
In accordance with GAAP, we have accounted for the Holdco Transaction (described in Note 3), whereby ETP obtained control of Southern Union, as a reorganization of entities under common control. Accordingly, ETP’s consolidated financial statements have been retrospectively adjusted to reflect consolidation of Southern Union into ETP beginning March 26, 2012 (the date ETE acquired Southern Union). This change only impacted interim periods in 2012, and no prior annual amounts have been adjusted.
We are managed by our general partner, ETP GP, which is in turn managed by its general partner, ETP LLC. ETE, a publicly traded master limited partnership, owns ETP LLC, the general partner of our General Partner. The consolidated financial statements of the Partnership presented herein include our operating subsidiaries described below.
Business Operations
Our activities are primarily conducted through our operating subsidiaries (collectively, the “Operating Companies”) as follows:
ETC OLP, a Texas limited partnership primarily engaged in midstream and intrastate transportation and storage natural gas operations. ETC OLP ownsoperations that own and operates, through its wholly and majority-owned subsidiaries, natural gas gathering systems, intrastateoperate natural gas pipeline systems and gas processing plants and isthat 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. ETC OLP’s intrastate transportationVirginia;
interstate pipelines that are owned and storage operations primarily focus on transportingoperated, either directly or through equity method investments, that transport natural gas to various markets in Texas through our Oasis pipeline, ET Fuel System, East Texas pipelinethe United States; and HPL System. ETC OLP’s midstream operations focus on the gathering, compression, treating, conditioning and processing of natural gas, primarily on or through our Southeast Texas System, Eagle Ford System, North Texas System and Northern Louisiana assets. ETC OLP also owns
a 70%controlling interest in Lone Star and also owns a convenience store operator with approximately 300 company-owned and dealer locations.
ET Interstate, a Delaware limited liability company with revenues consisting primarily of fees earned from natural gas transportation services and operational gas sales. ET Interstate is the parent company of:
Transwestern, a Delaware limited liability company engaged in interstate transportation of natural gas. Transwestern’s revenues consist primarily of fees earned from natural gas transportation services and operational gas sales.
ETC FEP, a Delaware limited liability company that directly owns a 50% interest in FEP, which owns 100% of the Fayetteville Express interstate natural gas pipeline.
ETC Tiger, a Delaware limited liability company engaged in interstate transportation of natural gas.

S - 19


CrossCountry, a Delaware limited liability company that indirectly owns a 50% interest in Citrus Corp., which owns 100% of the FGT interstate natural gas pipeline.
ETC Compression, a Delaware limited liability company engaged in natural gas compression services and related equipment sales.
Sunoco Logistics, a publicly traded Delaware limited partnership that owns and operates a logistics business, consisting of refined products and crude oil, pipelines, terminalling and storage assets,NGL and refined products pipelines.
Sunoco LP is a publicly traded partnership engaged in retail sale of motor fuels and crude oil acquisitionmerchandise through its company-operated convenience stores and marketing assets.retail fuel sites, as well as the wholesale distribution of motor fuels to convenience stores, independent dealers, commercial customers and distributors.
Holdco,Lake Charles LNG operates a Delaware limited liability company that indirectly owns PanhandleLNG import terminal, which has approximately 9.0 Bcf of above ground LNG storage capacity and Sunoco. As discussedre-gasification facilities on Louisiana’s Gulf Coast near Lake Charles, Louisiana. Lake Charles LNG is engaged in Note 3, ETP acquired ETE’s 60% interest in Holdco on April 30, 2013. Panhandle and Sunoco operations are described as follows:
Panhandle owns and operates assets in the regulated and unregulated natural gas industryinterstate commerce and is primarily engaged insubject to the transportation, storagerules, regulations and distribution of natural gas in the United States. As discussed in Note 3, on April 30, 2013, Southern Union completed its contribution to Regency of allaccounting requirements of the issued and outstanding membership interests in Southern Union Gathering Company, LLC, and its subsidiaries, including SUGS. Also, as discussed in Note 3, Southern Union completed its sale of the assets of MGE and NEG in 2013. Additionally, as discussed in Note 3, in January 2014, Panhandle consummated a merger with Southern Union, the indirect parent of Panhandle, and PEPL Holdings, the sole limited partner of Panhandle, pursuant to which each of Southern Union and PEPL Holdings were merged with and into Panhandle, with Panhandle surviving the merger.
Sunoco owns and operates retail marketing assets, which sell gasoline and middle distillates at retail and operates convenience stores in 24 states, primarily on the east coast and in the midwest region of the United States.FERC.
Our financial statements reflect the following reportable business segments:
intrastate transportation and storage;Investment in ETP, including the consolidated operations of ETP;
interstate transportation and storage;
midstream;
NGL transportation and services;
investmentInvestment in Sunoco Logistics;LP, including the consolidated operations of Sunoco LP;
retail marketing;Investment in Lake Charles LNG, including the operations of Lake Charles LNG; and
all other.Corporate and Other including the following:
activities of the Parent Company; and
the goodwill and property, plant and equipment fair value adjustments recorded as a result of the 2004 reverse acquisition of Heritage Propane Partners, L.P.
2.
2.
ESTIMATES, SIGNIFICANT ACCOUNTING POLICIES AND BALANCE SHEET DETAIL:DETAIL:
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the accrual for and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
The natural gas industry conducts its business by processing actual transactions at the end of the month following the month of delivery. Consequently, the most current month’s financial results for the midstream, NGL and intrastate transportation and storage operations are estimated using volume estimates and market prices. Any differences between estimated results and actual results are recognized in the following month’s financial statements. Management believes that the estimated operating results represent the actual results in all material respects.
Some of the other significant estimates made by management include, but are not limited to, the timing of certain forecasted transactions that are hedged, the fair value of derivative instruments, useful lives for depreciation, and amortization, purchase accounting allocations and subsequent realizability of intangible assets, fair value measurements used in the goodwill impairment test, market value of inventory, assets and liabilities resulting from the regulated ratemaking process, contingency reserves and environmental reserves. Actual results could differ from those estimates.
New Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-09, Revenuefrom Contracts with Customers (Topic 606) (“ASU 2014-09”), which clarifies the principles for recognizing revenue based

on the core principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
In August 2015, the FASB deferred the effective date of ASU 2014-09, which is now effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catchup transition method). The Partnership expects to adopt ASU 2014-09 in the first quarter of 2018 and will apply the cumulative catchup transition method.
We are in the process of evaluating our revenue contracts by segment and fee type to determine the potential impact of adopting the new standards. At this point in our evaluation process, we have determined that the timing and/or amount of revenue that we recognize on certain contracts may be impacted by the adoption of the new standard; however, we are still in the process of quantifying these impacts and cannot say whether or not they would be material to our financial statements. In addition, we are in the process of implementing appropriate changes to our business processes, systems and controls to support recognition and disclosure under the new standard. We continue to monitor additional authoritative or interpretive guidance related to the new standard as it becomes available, as well as comparing our conclusions on specific interpretative issues to other peers in our industry, to the extent that such information is available to us.
In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), which establishes the principles that lessees and lessors shall apply to report useful information to users of financial statements about the amount, timing, and uncertainty of cash flows arising from a lease. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The Partnership is currently evaluating the impact that adopting this new standard will have on the consolidated financial statements and related disclosures.
In October 2016, the FASB issued Accounting Standards Update No. 2016-16, Income Taxes (Topic 740): Intra-entity Transfers of Assets Other Than Inventory (“ASU 2016-16”), which requires that entities recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The amendments in this update do not change GAAP for the pre-tax effects of an intra-entity asset transfer under Topic 810, Consolidation, or for an intra-entity transfer of inventory. ASU 2016-16 is effective for fiscal years beginning after December 15, 2017, and interim periods within those annual periods. Early adoption is permitted. The Partnership is currently evaluating the impact that adoption of this standard will have on the consolidated financial statements and related disclosures.
On January 1, 2017, the Partnership adopted Accounting Standards Update No. 2016-09, Stock Compensation (Topic 718) (“ASU 2016-09”). The objective of the update is to reduce complexity in accounting standards. The areas for simplification in this update involve several aspects of the accounting for employee share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The adoption of this standard did not have an impact on the Partnership’s consolidated financial statements and related disclosures.
On January 1, 2017, the Partnership adopted Accounting Standards Update No. 2016-17, Consolidation (Topic 810): Interests Held Through Related Parties That Are Under Common Control (“ASU 2016-17”), which amends the consolidation guidance on how a reporting entity that is the single decision maker of a variable interest entity (VIE) should treat indirect interests in the entity held through related parties that are under common control with the reporting entity when determining whether it is the primary beneficiary of that VIE. Under the amendments, a single decision maker is required to include indirect interests on a proportionate basis consistent with indirect interests held through other related parties. Adoption of this standard did not have an impact on the Partnership’s consolidated financial statements and related disclosures.
In January 2017, the FASB issued ASU No. 2017-04 “Intangibles-Goodwill and other (Topic 350): Simplifying the test for goodwill impairment”. The amendments in this update remove the second step of the two-step test currently required by Topic 350. An entity will apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit's carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The new guidance does not amend the optional qualitative assessment of goodwill impairment. This ASU is effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. We expect that our adoption of this standard will change our approach for testing goodwill for impairment; however, this standard requires prospective application and therefore will only impact periods subsequent to adoption.
Revenue Recognition
Our segments are engaged in multiple revenue-generating activities. To the extent that those activities are similar among our segments, revenue recognition policies are similar. Below is a description of revenue recognition policies for significant revenue-generating activities within our segments.

Investment in ETP
Revenues for sales of natural gas and NGLs are recognized at the later of the time of delivery of the product to the customer or the time of sale or installation. Revenues from service labor, transportation, treating, compression and gas processing are recognized upon completion of the service. Transportation capacity payments are recognized when earned in the period the capacity is made available.

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OurETP’s intrastate transportation and storage and interstate transportation and storage segments’ resultsoperations are determined primarily by the amount of capacity our customers reserve as well as the actual volume of natural gas that flows through the transportation pipelines. Under transportation contracts, our customers are charged (i) a demand fee, which is a fixed fee for the reservation of an agreed amount of capacity on the transportation pipeline for a specified period of time and which obligates the customer to pay even if the customer does not transport natural gas on the respective pipeline, (ii) a transportation fee, which is based on the actual throughput of natural gas by the customer, (iii) fuel retention based on a percentage of gas transported on the pipeline, or (iv) a combination of the three, generally payable monthly. Fuel retained for a fee is typically valued at market prices.
OurETP’s intrastate transportation and storage segmentoperations also generatesgenerate revenues and margin from the sale of natural gas to electric utilities, independent power plants, local distribution companies, industrial end-users and other marketing companies on the HPL System. Generally, we purchaseETP purchases natural gas from the market, including purchases from ourETP’s marketing operations, and from producers at the wellhead.
In addition, ourETP’s intrastate transportation and storage segment generatesoperations generate revenues and margin from fees charged for storing customers’ working natural gas in ourETP’s storage facilities. WeETP also engageengages in natural gas storage transactions in which we seekETP seeks to find and profit from pricing differences that occur over time utilizing the Bammel storage reservoir. We purchaseETP purchases physical natural gas and then sellsells financial contracts at a price sufficient to cover ourETP’s carrying costs and provide for a gross profit margin. We expectETP expects margins from natural gas storage transactions to be higher during the periods from November to March of each year and lower during the period from April through October of each year due to the increased demand for natural gas during colder weather. However, weETP cannot assure that management’s expectations will be fully realized in the future and in what time period, due to various factors including weather, availability of natural gas in regions in which weETP operate, competitive factors in the energy industry, and other issues.
Results from theETP’s midstream segmentoperations are determined primarily by the volumes of natural gas gathered, compressed, treated, processed, purchased and sold through ourETP’s pipeline and gathering systems and the level of natural gas and NGL prices. We generateETP generates midstream revenues and gross margins principally under fee-based or other arrangements in which we receiveETP receives a fee for natural gas gathering, compressing, treating or processing services. The revenue earned from these arrangements is directly related to the volume of natural gas that flows through ourETP’s systems and is not directly dependent on commodity prices.
WeETP also utilizeutilizes other types of arrangements in ourETP’s midstream segment,operations, including (i) discount-to-index price arrangements, which involve purchases of natural gas at either (1) a percentage discount to a specified index price, (2) a specified index price less a fixed amount or (3) a percentage discount to a specified index price less an additional fixed amount, (ii) percentage-of-proceeds arrangements under which we gatherETP gathers and processprocesses natural gas on behalf of producers, sellsells the resulting residue gas and NGL volumes at market prices and remitremits to producers an agreed upon percentage of the proceeds based on an index price, (iii) keep-whole arrangements where we gatherETP gathers natural gas from the producer, processprocesses the natural gas and sellsells the resulting NGLs to third parties at market prices, (iv) purchasing all or a specified percentage of natural gas and/or NGL delivered from producers and treating or processing ourETP’s plant facilities, and (v) making other direct purchases of natural gas and/or NGL at specified delivery points to meet operational or marketing obligations.objectives. In many cases, we provideETP provides services under contracts that contain a combination of more than one of the arrangements described above. The terms of ourETP’s contracts vary based on gas quality conditions, the competitive environment at the time the contracts are signed and customer requirements. OurETP’s contract mix may change as a result of changes in producer preferences, expansion in regions where some types of contracts are more common and other market factors.
NGL storage and pipeline transportation revenues are recognized when services are performed or products are delivered, respectively. Fractionation and processing revenues are recognized when product is either loaded into a truck or injected into a third partythird-party pipeline, which is when title and risk of loss pass to the customer.
In ourETP’s natural gas compression business, revenue is recognized for compressor packages and technical service jobs using the completed contract method which recognizes revenue upon completion of the job. Costs incurred on a job are deducted at the time revenue is recognized.
We conduct
ETP conducts marketing activities in which we marketETP markets the natural gas that flows through ourETP’s assets, referred to as on-system gas. WeETP also attractattracts other customers by marketing volumes of natural gas that do not move through ourETP’s assets, referred to as off-system gas. For both on-system and off-system gas, we purchaseETP purchases natural gas from natural gas producers and other supply points and sellsells 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.
Terminalling and storage revenues are recognized at the time the services are provided. Pipeline revenues are recognized upon delivery of the barrels to the location designated by the shipper. Crude oil acquisition and marketing revenues, as well as refined product marketing revenues, are recognized when title to the product is transferred to the customer. Revenues are

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not recognized for crude oil exchange transactions, which are entered into primarily to acquire crude oil of a desired quality or to reduce transportation costs by taking delivery closer to end markets. Any net differential for exchange transactions is recorded as an adjustment of inventory costs in the purchases component of cost of products sold and operating expenses in the statements of operations.
Our retail marketing segment sells gasolineInvestment in Sunoco LP
Revenues from Sunoco LP’s two primary product categories, motor fuel and dieselmerchandise, are recognized either at the time fuel is delivered to the customer or at the time of sale. Revenue recognition on consignment sales differ from this and are discussed in additiongreater detail below. Shipment and delivery of motor fuel generally occurs on the same day. Sunoco LP charges its wholesale customers for third-party transportation costs, which are recorded net in cost of sales. Through PropCo, Sunoco LP’s wholly owned corporate subsidiary, Sunoco LP may sell motor fuel to wholesale customers on a consignment basis, in which Sunoco LP retains title to inventory, control access to and sale of fuel inventory, and recognize revenue at the time the fuel is sold to the ultimate customer. Sunoco LP derives other income from rental income, propane and lubricating oils and other ancillary product and service offerings. Sunoco LP derives other income from lottery ticket sales, money orders, prepaid phone cards and wireless services, ATM transactions, car washes, movie rentals and other ancillary product and service offerings. Sunoco LP records revenue on a net commission basis when the product is sold and/or services are rendered. Rental income from operating leases is recognized on a straight line basis over the term of the lease.
Investment in Lake Charles LNG
Lake Charles LNG’s revenues from storage and re-gasification of natural gas are based on capacity reservation charges and, to a broad mix of merchandise such as groceries, fast foods and beverages at its convenience stores. In addition, some of Sunoco’s retail outlets provide a variety of car care services. Revenues related to the sale of products are recognized when title passes, while servicelesser extent, commodity usage charges. Reservation revenues are based on contracted rates and capacity reserved by the customers and recognized when servicesmonthly. Revenues from commodity usage charges are provided. Title passage generally occurs when products are shipped or delivered in accordance withalso recognized monthly and represent the termsrecovery of the respective sales agreements. In addition, revenues are not recognized until sales prices are fixed or determinable and collectability is reasonably assured.electric power charges at Lake Charles LNG’s terminal.
Regulatory Accounting – Regulatory Assets and Liabilities
OurETP’s interstate transportation and storage segment isoperations are subject to regulation by certain state and federal authorities and certain subsidiaries in that segmentthose operations have accounting policies that conform to the accounting requirements and ratemaking practices of the regulatory authorities. The application of these accounting policies allows certain of ourETP’s regulated entities to defer expenses and revenues on the balance sheet as regulatory assets and liabilities when it is probable that those expenses and revenues will be allowed in the ratemaking process in a period different from the period in which they would have been reflected in the consolidated statement of operations by an unregulated company. These deferred assets and liabilities will be reported in results of operations in the period in which the same amounts are included in rates and recovered from or refunded to customers. Management’s assessment of the probability of recovery or pass through of regulatory assets and liabilities will require judgment and interpretation of laws and regulatory commission orders. If, for any reason, we ceaseETP ceases to meet the criteria for application of regulatory accounting treatment for these entities, the regulatory assets and liabilities related to those portions ceasing to meet such criteria would be eliminated from the consolidated balance sheet for the period in which the discontinuance of regulatory accounting treatment occurs.
Southern Union recorded regulatory assets with respect to its distribution segment operations. At December 31, 2012, we had $123 million of regulatory assets included in the consolidated balance sheet as non-current assets held for sale. Southern Union’s distribution operations were sold in 2013.
Although Panhandle’s natural gas transmission systems and storage operations are subject to the jurisdiction of FERC in accordance with the Natural Gas Act of 1938NGA and Natural Gas Policy Act of 1978,NGPA, it does not currently apply regulatory accounting policies in accounting for its operations.  In 1999, prior to its acquisition by Southern Union, Panhandle discontinued the application ofdoes not apply regulatory accounting policies primarily due to the level of discounting from tariff rates and its inability to recover specific costs.
Cash, Cash Equivalents and Supplemental Cash Flow Information
Cash and cash equivalents include all cash on hand, demand deposits, and investments with original maturities of three months or less. We consider cash equivalents to include short-term, highly liquid investments that are readily convertible to known amounts of cash and thatwhich are subject to an insignificant risk of changes in value.

We place our cash deposits and temporary cash investments with high credit quality financial institutions. At times, our cash and cash equivalents may be uninsured or in deposit accounts that exceed the Federal Deposit Insurance Corporation insurance limit.

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The net change in operating assets and liabilities (net of acquisitions)effects of acquisitions, dispositions and deconsolidation) included in cash flows from operating activities iswas comprised as follows:
Years Ended December 31,Years Ended December 31,
2013 2012 20112016 2015 2014
Accounts receivable$(458) $300
 $3
$(1,126) $856
 $600
Accounts receivable from related companies(17) (50) (28)42
 (5) 30
Inventories(256) (253) 68
(356) (430) 51
Exchanges receivable(24) 11
 3
Other current assets(56) 571
 (62)149
 (225) 151
Other non-current assets, net(22) (53) 7
(148) 250
 (6)
Accounts payable525
 (979) 31
1,146
 (1,127) (850)
Accounts payable to related companies(122) 100
 6
(64) 400
 5
Exchanges payable131
 
 3

 
 
Accrued and other current liabilities152
 (151) 60
89
 (697) (158)
Other non-current liabilities151
 25
 
140
 (261) (73)
Price risk management assets and liabilities, net(150) 4
 75
Net change in operating assets and liabilities, net of effects of acquisitions and deconsolidations$(146) $(475) $166
Derivative assets and liabilities, net67
 75
 19
Net change in operating assets and liabilities, net of effects of acquisitions$(61) $(1,164) $(231)
Non-cash investing and financing activities and supplemental cash flow information arewere as follows:
 Years Ended December 31,
 2013 2012 2011
NON-CASH INVESTING ACTIVITIES:     
Accrued capital expenditures$167
 $359
 $202
AmeriGas limited partner interest received in exchange for contribution of Propane Business$
 $1,123
 $
Regency common and Class F units received in exchange for contribution of SUGS$961
 $
 $
NON-CASH FINANCING ACTIVITIES:     
Long-term debt assumed and non-compete agreement notes payable issued in acquisitions$
 $6,658
 $4
Issuance of Common Units in connection with acquisitions$
 $2,295
 $3
Issuance of Common Units in connection with the Holdco Acquisition$2,464
 $
 $
Issuance of Class H Units$1,514
 $
 $
Contributions receivable related to noncontrolling interest$13
 $23
 $
SUPPLEMENTAL CASH FLOW INFORMATION:     
Cash paid for interest, net of interest capitalized$903
 $678
 $476
Cash paid for income taxes$57
 $22
 $24
 Years Ended December 31,
 2016 2015 2014
NON-CASH INVESTING ACTIVITIES:     
Accrued capital expenditures$930
 $910
 $643
Net gains (losses) from subsidiary common unit transactions16
 (526) 744
NON-CASH FINANCING ACTIVITIES:     
Issuance of Common Units in connection with the PennTex Acquisition$307
 $
 $
Contribution of property, plant and equipment from noncontrolling interest$
 $34
 $
Subsidiary issuances of common units in connection with PVR, Hoover and Eagle Rock Midstream acquisitions
 
 4,281
Subsidiary issuances of common units in connection with the Susser Merger
 
 908
Long-term debt assumed in PVR Acquisition
 
 1,887
Long-term debt exchanged in Eagle Rock Midstream Acquisition
 
 499
SUPPLEMENTAL CASH FLOW INFORMATION:     
Cash paid for interest, net of interest capitalized$1,922
 $1,800
 $1,416
Cash paid for (refund of) income taxes(229) 72
 345
Accounts Receivable
Our midstream, NGLsubsidiaries assess the credit risk of their customers and intrastate transportation and storage operations deal with counterparties that are typically either investment grade or are otherwise secured with a letter of credit or other form of security (corporate guaranty prepayment or master setoff agreement).take steps to mitigate risk as necessary. Management reviews midstream and intrastate transportation and storage accounts receivable balances bi-weekly. Credit limits are assigned and monitored for all counterparties of the midstream and intrastate transportation and storage operations. Bad debt expense related to these receivables is recognized at the time an account is deemed uncollectible.

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Our investment in Sunoco Logistics segment extends credit terms to certain customers after review of various credit indicators, including the customer’s credit rating. Outstanding customer receivable balances are regularly reviewed for possible non-payment indicators and reserves are recorded for doubtful accounts based upon management’s estimate of collectability at the time of review. Actual balances are charged against the reserve when all collection efforts have been exhausted.
Our interstate transportation and storage operations have a concentration of customers in the electric and gas utility industries as well as natural gas producers. This concentration of customers may impact our overall exposure to credit risk, either positively or negatively, in that the customers may be similarly affected by changes in economic or other conditions. From time to time, specifically identified customers having perceived credit risk are required to provide prepayments or other forms of collateral. Management believes that the portfolio of receivables, which includes regulated electric utilities, regulated local distribution companies and municipalities, is subject to minimal credit risk. Our interstate transportation and storage operations establish an allowance for doubtful accounts on trade receivablesis determined based on the expected ultimate recoveryoverall creditworthiness of these receivables and consider many factors includingcustomers, historical customer collectionwrite-off experience, general and specific economic trends, and knownidentification of specific issues related to individual customers sectors and transactions that might impact collectability.with payment issues.
Our retail marketing segment extends credit to customers after a review of credit rating and other credit indicators.  Management records reserves for bad debt by computing a proportion of average write-off activity over the past five years in comparison to the outstanding balance in accounts receivable.  This proportion is then applied to the accounts receivable balance at the end of the reporting period to calculate a current estimate of what is uncollectible.  The credit department and business line managers make the decision to write off an account, based on understanding of the potential collectability.
We enter into netting arrangements with counterparties of derivative contracts to mitigate credit risk. Transactions are confirmed with the counterparty and the net amount is settled when due. Amounts outstanding under these netting arrangements are presented on a net basis in the consolidated balance sheets.
Inventories
Inventories consist principally of natural gas held in storage, crude oil, petroleumrefined products and chemical products.spare parts. Natural gas held in storage is valued at the lower of cost or market utilizing the weighted-average cost method. The cost of crude oil and petroleum and chemicalrefined products is determined using the last-in, first out method. The cost of appliances,spare parts and fittings is determined by the first-in, first-out method.
Inventories consisted of the following:
December 31,December 31,
2013 20122016 2015
Natural gas and NGLs$519
 $334
$699
 $415
Crude oil488
 418
683
 424
Refined products597
 572
540
 420
Appliances, parts and fittings, and other161
 171
Spare parts and other369
 377
Total inventories$1,765
 $1,495
$2,291
 $1,636
We utilizeDuring the years ended December 31, 2016 and 2015, the Partnership recorded write-downs of $273 million and $249 million, respectively, on its crude oil, refined products and NGL inventories as a result of declines in the market price of these products. The write-downs were calculated based upon current replacement costs.
ETP utilizes commodity derivatives to manage price volatility associated with ourcertain of its natural gas inventory.inventory and designates certain of these derivatives as fair value hedges for accounting purposes. Changes in fair value of the designated hedged inventory arehave been recorded in inventory on our consolidated balance sheets and in cost of products sold in our consolidated statements of operations.
Exchanges
Exchanges consist of natural gas and NGL delivery imbalances (over and under deliveries) with others. These amounts, which are valued at market prices or weighted average market prices pursuant to contractual imbalance agreements, turn over monthly and are recorded as exchanges receivable or exchanges payable on our consolidated balance sheets. These imbalances are generally settled by deliveries of natural gas or NGLs, but may be settled in cash, depending on contractual terms.

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Other Current Assets
Other current assets consisted of the following:
December 31,December 31,
2013 20122016 2015
Deposits paid to vendors$49
 $41
$74
 $74
Prepaid and other261
 293
Income taxes receivable128
 326
Prepaid expenses and other384
 203
Total other current assets$310
 $334
$586
 $603
Property, Plant and Equipment
Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful or FERC mandated lives of the assets, if applicable. Expenditures for maintenance and repairs that do not add capacity or extend the useful life are expensed as incurred. Expenditures to refurbish assets that either extend the useful lives of the asset or prevent environmental contamination are capitalized and depreciated over the remaining useful life of the asset. Natural gas and NGLs used to maintain pipeline minimum pressures is capitalized and classified as property, plant and equipment. Additionally, weour subsidiaries capitalize certain costs directly related to the construction of assets including internal labor costs, interest and engineering costs. For the Lake Charles LNG project, a portion of the management fees are capitalized. Upon disposition or retirement of pipeline components or natural gas plant components, any gain or loss is recorded to accumulated depreciation. When entire pipeline systems, gas plants or other property and equipment are retired or sold, any gain or loss is included in our consolidated statements of operations.
We review property,Property, plant and equipment is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. If such a review should indicate that the carrying amount of long-lived assets is not recoverable, we reduce the carrying amount of such assets to fair value. A write down of
In 2016, ETP recorded a $133 million fixed asset impairment related to the carrying amounts of the Canyon assetsinterstate transportation and storage operations primarily due to their fair values wasexpected decreases in future cash flows driven by declines in commodity prices as well as a $10 million impairment to property, plant and equipment in ETP’s midstream operations. In 2015, we recorded $110 million fixed asset impairments related to ETP’s liquids transportation and services operations primarily due to an expected decrease in future cash flows. No other fixed asset impairments were identified or recorded for approximately $128 millionour reporting units during the year ended December 31, 2012.periods presented.

Capitalized interest is included for pipeline construction projects, except for certain interstate projects for which an allowance for funds used during construction (“AFUDC”) is accrued. Interest is capitalized based on the current borrowing rate of our revolving credit facilityfacilities when the related costs are incurred. AFUDC is calculated under guidelines prescribed by the FERC and capitalized as part of the cost of utility plant for interstate projects. It represents the cost of servicing the capital invested in construction work-in-process. AFUDC is segregated into two component parts – borrowed funds and equity funds.

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Components and useful lives of property, plant and equipment were as follows:
December 31,December 31,
2013 20122016 2015
Land and improvements$878
 $551
$1,764
 $686
Buildings and improvements (5 to 45 years)900
 673
Buildings and improvements (1 to 45 years)3,275
 1,526
Pipelines and equipment (5 to 83 years)16,966
 17,031
35,593
 32,677
Natural gas and NGL storage facilities (5 to 46 years)1,083
 1,057
1,515
 390
Bulk storage, equipment and facilities (2 to 83 years)1,933
 1,745
3,677
 2,853
Tanks and other equipment (5 to 40 years)1,685
 1,187
1,286
 1,488
Retail equipment (3 to 99 years)450
 258
Retail equipment (2 to 99 years)1,141
 401
Vehicles (1 to 25 years)124
 135
241
 220
Right of way (20 to 83 years)1,901
 2,042
3,374
 2,573
Furniture and fixtures (2 to 25 years)48
 65
Linepack116
 116
Pad gas52
 58
Other (1 to 48 years)626
 806
Natural resources434
 484
Other (1 to 40 years)1,031
 3,837
Construction work-in-process1,668
 1,688
10,390
 7,844
28,430
 27,412
63,721
 54,979
Less – Accumulated depreciation(2,483) (1,639)
Less – Accumulated depreciation and depletion(8,283) (6,296)
Property, plant and equipment, net$25,947
 $25,773
$55,438
 $48,683
We recognized the following amounts of depreciation expense for the periods presented:
Years Ended December 31,Years Ended December 31,
2013 2012 20112016 2015 2014
Depreciation expense(1)
$944
 $615
 $380
Depreciation and depletion expense$2,089
 $1,776
 $1,457
Capitalized interest, excluding AFUDC$43
 $99
 $11
202
 163
 113
(1)
Depreciation expense amounts have been adjusted by $26 million for the year ended December 31, 2011 to present Canyon’s operations as discontinued operations.
Advances to and Investments in Unconsolidated Affiliates
WeCertain of our subsidiaries own interests in a number of related businesses that are accounted for by the equity method. In general, we use the equity method of accounting for an investment for which we exercise significant influence over, but do not control, the investee’s operating and financial policies.
GoodwillOther Non-Current Assets, net
Goodwill is tested for impairment annually or more frequently if circumstances indicate that goodwill might be impaired. Our annual impairment test is performed asOther non-current assets, net are stated at cost less accumulated amortization. Other non-current assets, net consisted of August 31 for subsidiaries in our intrastate transportation and storage and midstream segments and during the fourth quarter for subsidiaries in our interstate transportation and storage, NGL transportation and services, and retail marketing segments and all others. We recorded goodwill impairments for the periods presented in these consolidated financial statements.

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Changes in the carrying amount of goodwill were as follows:following:
 
Intrastate
Transportation
and Storage
 
Interstate
Transportation and Storage
 Midstream NGL Transportation and Services Investment in Sunoco Logistics Retail Marketing All Other Total
Balance, December 31, 2011$10
 $99
 $37
 $432
 $
 $
 $642
 $1,220
Goodwill acquired
 1,785
 338
 
 1,368
 1,272
 375
 5,138
Goodwill sold in deconsolidation of Propane Business
 
 
 
 
 
 (619) (619)
Goodwill allocated to the disposal group
 
 
 
 
 
 (133) (133)
Balance, December 31, 201210
 1,884
 375
 432
 1,368
 1,272
 265
 5,606
Goodwill acquired
 
 
 
 
 156
 
 156
Goodwill disposed
 
 (337) 
 
 
 
 (337)
Goodwill impairment
 (689) 
 
 
 
 
 (689)
Other
 
 (2) 
 (22) 17
 
 (7)
Balance, December 31, 2013$10
 $1,195
 $36
 $432
 $1,346
 $1,445
 $265
 $4,729
 December 31,
 2016 2015
Unamortized financing costs(1)
$13
 $29
Regulatory assets86
 90
Deferred charges217
 198
Restricted funds190
 192
Other312
 221
Total other non-current assets, net$818
 $730
Goodwill is recorded at the acquisition date based on a preliminary purchase price allocation and generally may be adjusted when the purchase price allocation is finalized. We recorded a net decrease in goodwill of $877 million during the year ended December 31, 2013 primarily due to Trunkline LNG’s goodwill impairment of $689 million (see below) and a decrease of $337 million as a result of the SUGS Contribution (see Note 3). These decreases were offset by additional goodwill of $156 million from acquisitions in 2013. This additional goodwill is not expected to be deductible for tax purposes.
During the fourth quarter of 2013, we performed a goodwill impairment test on our Trunkline LNG reporting unit. In accordance with GAAP, we performed step one of the goodwill impairment test and determined that the estimated fair value of the Trunkline LNG reporting unit was less than its carrying amount primarily due to changes(1)Includes unamortized financing costs related to (i) the structure and capitalizationPartnership’s revolving credit facilities.
Restricted funds primarily consisted of the planned LNG export project at Trunkline LNG’s Lake Charles facility, (ii) an analysis of current macroeconomic factors, including global natural gas prices and relative spreads, as of the date ofrestricted cash held in our assessment, (iii) judgments regarding the prospect of obtaining regulatory approval for a proposed LNG export project and the uncertainty associated with the timing of such approvals, and (iv) changes in assumptions related to potential future revenues from the import facility and the proposed export facility.  An assessment of these factors in the fourth quarter of 2013 led to a conclusion that the estimated fair value of the Trunkline LNG reporting unit was less than its carrying amount.  We then applied the second step in the goodwill impairment test, allocating the estimated fair value of the reporting unit among all of the assets and liabilities of the reporting unit in a hypothetical purchase price allocation. The assets and liabilities of the reporting unit had recently been measured at fair value in 2012 as a result of the acquisition of Southern Union, and those estimated fair values had been recorded at the reporting unit through the application of “push-down” accounting. For purposes of the hypothetical purchase price allocation used in the goodwill impairment test, we estimated the fair value of the assets and liabilities of the reporting unit in a manner similar to the original purchase price allocation. In allocating value to the property, plant and equipment, we used current replacement costs adjusted for assumed depreciation. We also included the estimated fair value of working capital and identifiable intangible assets in the reporting unit. We adjusted deferred income taxes based on these estimated fair values. Based on this hypothetical purchase price allocation, estimated goodwill was $184 million, which was less than the balance of $873 million that had originally been recorded by the reporting unit through “push-down” accounting in 2012. As a result, we recorded a goodwill impairment of $689 million during the fourth quarter of 2013.
No other goodwill impairments were identified or recorded for our reporting units.wholly-owned captive insurance companies.
Intangible Assets
Intangible assets are stated at cost, net of amortization computed on the straight-line method. We eliminate from our balance sheetThe Partnership removes the gross carrying amount and the related accumulated amortization for any fully amortized intangibles in the year they are fully amortized.

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Components and useful lives of intangible assets were as follows:
December 31, 2013 December 31, 2012December 31, 2016 December 31, 2015
Gross Carrying
Amount
 
Accumulated
Amortization
 
Gross Carrying
Amount
 
Accumulated
Amortization
Gross Carrying
Amount
 
Accumulated
Amortization
 
Gross Carrying
Amount
 
Accumulated
Amortization
Amortizable intangible assets:              
Customer relationships, contracts and agreements (3 to 46 years)$1,393
 $(164) $1,290
 $(80)$6,070
 $(981) $5,254
 $(738)
Trade names (15 years)818
 (29) 559
 (25)
Patents (9 years)48
 (6) 48
 (1)48
 (21) 48
 (16)
Other (10 to 15 years)4
 (1) 4
 (1)
Other (1 to 15 years)42
 (14) 15
 (7)
Total amortizable intangible assets$1,445
 $(171) $1,342
 $(82)6,978
 (1,045) 5,876
 (786)
Non-amortizable intangible assets:              
Trademarks294
 
 301
 

 
 341
 
Contractual rights43
 
 
 
Liquor licenses16
 
 
 
Total intangible assets$1,739
 $(171) $1,643
 $(82)$7,037
 $(1,045) $6,217
 $(786)
Aggregate amortization expense of intangibleintangibles assets was as follows:
 Years Ended December 31,
 2013 2012 2011
Reported in depreciation and amortization$88
 $36
 $24
 Years Ended December 31,
 2016 2015 2014
Reported in depreciation, depletion and amortization$270
 $303
 $219
Estimated aggregate amortization expense of intangible assets for the next five years iswas as follows:
Years Ending December 31:   
2014 $93
2015 93
2016 93
2017 93
$281
2018 92
279
2019275
2020270
2021253
We review amortizable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. If such a review should indicate that the carrying amount of amortizable intangible assets is not recoverable, we reduce the carrying amount of such assets to fair value. We review non-amortizable intangible assets for impairment annually, or more frequently if circumstances dictate.
Other Non-Current Assets, netIn 2016, we recorded $32 million of intangible asset impairment related to Sunoco LP’s Laredo Taco Company trade name primarily due to decreases in projected future revenues and cash flows from the date the intangible asset was originally recorded. In 2015, we recorded $24 million of intangible asset impairments related to ETP’s liquids transportation and services operations primarily due to an expected decrease in future cash flows.
Other non-current assets, net are stated at cost less accumulated amortization. Other non-current assets, net consisted
Goodwill
Goodwill is tested for impairment annually or more frequently if circumstances indicate that goodwill might be impaired. The annual impairment test is performed during the fourth quarter.
Changes in the carrying amount of the following:goodwill were as follows:
 December 31,
 2013 2012
Unamortized financing costs (3 to 30 years)$70
 $54
Regulatory assets86
 87
Deferred charges144
 140
Restricted funds378
 
Other88
 76
Total other non-current assets, net$766
 $357
 Investment in ETP Investment in Sunoco LP Investment in Lake Charles LNG Corporate, Other and Eliminations Total
Balance, December 31, 2014$7,642
 $3,143
 $184
 $(3,104) $7,865
Goodwill acquired
 31
 
 
 31
Sunoco LP Exchange(2,018) 
 
 2,018
 
Goodwill impairment(205) 
 
 
 (205)
Other9
 (63) 
 (164) (218)
Balance, December 31, 20155,428
 3,111
 184
 (1,250) 7,473
Goodwill acquired428
 140
 
 
 568
Contribution of retail business(1,289) 
 
 1,289
 
Goodwill impairment(670) (642) 
 
 (1,312)
Other
 9
 
 
 9
Balance, December 31, 2016$3,897
 $2,618
 $184
 $39
 $6,738
Restricted fundsGoodwill is recorded at the acquisition date based on a preliminary purchase price allocation and generally may be adjusted when the purchase price allocation is finalized.
During the fourth quarter of 2016, the Partnership performed goodwill impairment tests on our reporting units and recognized goodwill impairments of $638 million the interstate transportation and storage operations and $32 million in the midstream operations primarily consisteddue to decreases in projected future revenues and cash flows driven by declines in commodity prices and changes in the markets that these assets serve. Sunoco LP recognized goodwill impairments of restricted$642 million primarily due to changes in assumptions related to projected future revenues and cash heldflows from the dates the goodwill was originally recorded.
During the fourth quarter of 2015, ETP performed goodwill impairment tests on its reporting units and recognized goodwill impairments of: (i) $99 million in the Transwestern reporting unit due primarily to the market declines in current and expected future commodity prices in the fourth quarter of 2015, and (ii) $106 million in the Lone Star Refinery Services reporting unit due primarily to changes in assumptions related to potential future revenues decrease as well as the market declines in current and expected future commodity prices.
The Partnership determined the fair value of our reporting units using a weighted combination of the discounted cash flow method and the guideline company method. Determining the fair value of a reporting unit requires judgment and the use of significant estimates and assumptions. Such estimates and assumptions include revenue growth rates, operating margins, weighted average costs of capital and future market conditions, among others. The Partnership believes the estimates and assumptions used in our wholly-owned captive insurance companies.

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Tableimpairment assessments are reasonable and based on available market information, but variations in any of Contentsthe assumptions could result in materially different calculations of fair value and determinations of whether or not an impairment is indicated. Under the discounted cash flow method, the Partnership determined fair value based on estimated future cash flows of each reporting unit including estimates for capital expenditures, discounted to present value using the risk-adjusted industry rate, which reflect the overall level of inherent risk of the reporting unit. Cash flow projections are derived from one year budgeted amounts and five year operating forecasts plus an estimate of later period cash flows, all of which are evaluated by management. Subsequent period cash flows are developed for each reporting unit using growth rates that management believes are reasonably likely to occur. Under the guideline company method, the Partnership determined the estimated fair value of each of our reporting units by applying valuation multiples of comparable publicly-traded companies to each reporting unit’s projected EBITDA and then averaging that estimate with similar historical calculations using a three year average. In addition, the Partnership estimated a reasonable control premium representing the incremental value that accrues to the majority owner from the opportunity to dictate the strategic and operational actions of the business.

Asset Retirement ObligationObligations
We have determined that we are obligated by contractual or regulatory requirements to remove facilities or perform other remediation upon retirement of certain assets. The fair value of any ARO is determined based on estimates and assumptions

related to retirement costs, which the Partnership bases on historical retirement costs, future inflation rates and credit-adjusted risk-free interest rates. These fair value assessments are considered to be levelLevel 3 measurements, as they are based on both observable and unobservable inputs. Changes in the liability are recorded for the passage of time (accretion) or for revisions to cash flows originally estimated to settle the ARO.
An ARO is required to be recorded when a legal obligation to retire an asset exists and such obligation can be reasonably estimated. We will record an asset retirement obligation in the periods in which management can reasonably estimate the settlement dates.
Except for the AROs of Southern Union,certain amounts recorded by Panhandle and Sunoco Logistics and Sunoco discussed below, management was not able to reasonably measure the fair value of asset retirement obligations as of December 31, 20132016 and 20122015, in most cases because the settlement dates were indeterminable. Although a number of other onshore assets in Southern Union’sPanhandle’s system are subject to agreements or regulations that give rise to an ARO upon Southern Union’sPanhandle’s discontinued use of these assets, AROs were not recorded because these assets have an indeterminate removal or abandonment date given the expected continued use of the assets with proper maintenance or replacement. Sunoco, Inc. has legal asset retirement obligations for several other assets at its previously owned refineries, pipelines and terminals, for which it is not possible to estimate when the obligations will be settled. Consequently, the retirement obligations for these assets cannot be measured at this time. At the end of the useful life of these underlying assets, Sunoco, Inc. is legally or contractually required to abandon in place or remove the asset. Sunoco Logistics believes it may have additional asset retirement obligations related to its pipeline assets and storage tanks, for which it is not possible to estimate whether or when the retirement obligations will be settled. Consequently, these retirement obligations cannot be measured at this time.
Below is a schedule of AROs by entitysegment recorded as other non-current liabilities in ETP’sour consolidated balance sheet:sheets:
 December 31,
 2013 2012
Southern Union$55
 $46
Sunoco84
 53
Sunoco Logistics41
 41
 $180
 $140
 December 31,
 2016 2015
Investment in ETP:   
Interstate transportation and storage operations$54
 $58
Investment in Sunoco Logistics88
 88
All other28
 66
 $170
 $212

Individual component assets have been and will continue to be replaced, but the pipeline and the natural gas gathering and processing systems will continue in operation as long as supply and demand for natural gas exists. Based on the widespread use of natural gas in industrial and power generation activities, management expects supply and demand to exist for the foreseeable future.  We have in place a rigorous repair and maintenance program that keeps the pipelines and the natural gas gathering and processing systems in good working order. Therefore, although some of the individual assets may be replaced, the pipelines and the natural gas gathering and processing systems themselves will remain intact indefinitely.
AsLong-lived assets related to AROs aggregated $14 million and $18 million, and were reflected as property, plant and equipment on our balance sheet as of December 31, 2013, there were no2016 and 2015, respectively. In addition, the Partnership had $13 million and $6 million legally restricted funds for the purpose of settling AROs.

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TableAROs that was reflected as other non-current assets as of ContentsDecember 31, 2016 and 2015, respectively.


Accrued and Other Current Liabilities
Accrued and other current liabilities consisted of the following:
December 31,December 31,
2013 20122016 2015
Interest payable$294
 $256
$545
 $519
Customer advances and deposits126
 44
72
 114
Accrued capital expenditures166
 356
769
 743
Accrued wages and benefits155
 236
254
 218
Taxes payable other than income taxes214
 203
201
 76
Income taxes payable3
 40
Deferred income taxes119
 130
Exchanges payable208
 106
Other351
 297
318
 632
Total accrued and other current liabilities$1,428
 $1,562
$2,367
 $2,408
Deposits or advances are received from our customers as prepayments for natural gas deliveries in the following month. Prepayments and security deposits may also be required when customers exceed their credit limits or do not qualify for open credit.
Redeemable Noncontrolling Interests
The noncontrolling interest holders in one of Sunoco Logistics’ consolidated subsidiaries have the option to sell their interests to Sunoco Logistics.  In accordance with applicable accounting guidance, the noncontrolling interest is excluded from total equity and reflected as redeemable interest on the consolidated balance sheet.
Environmental Remediation
We accrue environmental remediation costs for work at identified sites where an assessment has indicated that cleanup costs are probable and reasonably estimable. Such accruals are undiscounted and are based on currently available information, estimated timing of remedial actions and related inflation assumptions, existing technology and presently enacted laws and regulations. If a range of probable environmental cleanup costs exists for an identified site, the minimum of the range is accrued unless some other point in the range is more likely in which case the most likely amount in the range is accrued.
Fair Value of Financial Instruments
The carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximate their fair value. Price risk management assets and liabilities are recorded at fair value.
Based on the estimated borrowing rates currently available to us and our subsidiaries for loans with similar terms and average maturities, the aggregate fair value and carrying amount of our consolidated debt obligations as of December 31, 20132016 was $17.69$45.05 billion and $17.09$43.80 billion, respectively. As of December 31, 2012,2015, the aggregate fair value and carrying amount of our consolidated debt obligations was $17.84$33.22 billion and $16.22$36.97 billion, respectively. The fair value of our consolidated debt obligations is a Level 2 valuation based on the observable inputs used for similar liabilities.
We have commodity derivatives, and interest rate derivatives and embedded derivatives in the ETP Preferred Units that are accounted for as assets and liabilities at fair value in our consolidated balance sheets. We determine the fair value of our assets and liabilities subject to fair value measurement by using the highest possible “level” of inputs. Level 1 inputs are observable quotes in an active market for identical assets and liabilities. We consider the valuation of marketable securities and commodity derivatives transacted through a clearing broker with a published price from the appropriate exchange as a Level 1 valuation. Level 2 inputs are inputs observable for similar assets and liabilities. We consider OTC commodity derivatives entered into directly with third parties as a Level 2 valuation since the values of these derivatives are quoted on an exchange for similar transactions. Additionally, we consider our options transacted through our clearing broker as having Level 2 inputs due to the level of activity of these contracts on the exchange in which they trade. We consider the valuation of our interest rate derivatives as Level 2 as the primary input, the LIBOR curve, is based on quotes from an active exchange of Eurodollar futures for the same period as the future interest swap settlements. Level 3 inputs are unobservable. Derivatives related to the embedded derivatives in our preferred units are valued using a binomial lattice model. The market inputs utilized in the model include credit spread, probabilities of the occurrence of certain events, common unit price, dividend yield, and expected value, and are considered Level 3. During the periodyear ended December 31, 2013,2016, no transfers were made between any levels within the fair value hierarchy.

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The following tables summarize the fair value of our financial assets and liabilities measured and recorded at fair value on a recurring basis as of December 31, 20132016 and 20122015 based on inputs used to derive their fair values:
Fair Value Total Fair Value Measurements at December 31, 2013Fair Value Measurements  at
December 31, 2016
Level 1 Level 2
Fair Value
Total
 Level 1 Level 2 Level 3
Assets:            
Interest rate derivatives$47
 $
 $47
Commodity derivatives:     
Natural Gas:     
Basis Swaps IFERC/NYMEX5
 5
 
Swing Swaps IFERC8
 1
 7
Fixed Swaps/Futures201
 201
 
Power:     
Forwards3
 
 3
Natural Gas Liquids – Forwards/Swaps5
 5
 
Refined Products – Futures5
 5
 
Total commodity derivatives227
 217
 10
Total assets$274
 $217
 $57
Liabilities:     
Interest rate derivatives$(95) $
 $(95)
Commodity derivatives:            
Natural Gas:            
Basis Swaps IFERC/NYMEX(4) (4) 
$14
 $14
 $
 $
Swing Swaps IFERC(6) 
 (6)2
 
 2
 
Fixed Swaps/Futures(201) (201) 
96
 96
 
 
Forward Physical Swaps(1) 
 (1)1
 
 1
 
Power:            
Forwards(1) 
 (1)4
 
 4
 
Natural Gas Liquids – Forwards/Swaps(5) (5) 
Futures1
 1
 
 
Options — Calls1
 1
 
 
Natural Gas Liquids — Forwards/Swaps233
 233
 
 
Refined Products – Futures(5) (5) 
2
 2
 
 
Crude – Futures9
 9
 
 
Total commodity derivatives363
 356
 7
 
Total assets$363
 $356
 $7
 $
Liabilities:       
Interest rate derivatives$(193) $
 $(193) $
Embedded derivatives in the ETP Preferred Units(1) 
 
 (1)
Commodity derivatives:       
Natural Gas:       
Basis Swaps IFERC/NYMEX(11) (11) 
 
Swing Swaps IFERC(3) 
 (3) 
Fixed Swaps/Futures(149) (149) 
 
Power:       
Forwards(5) 

 (5) 
Futures(1) (1) 
 
Natural Gas Liquids — Forwards/Swaps(273) (273) 
 
Refined Products – Futures(23) (23) 
 
Crude — Futures(13) (13) 
 
Total commodity derivatives(223) (215) (8)(478) (470) (8) 
Total liabilities$(318) $(215) $(103)$(672) $(470) $(201) $(1)

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Fair Value
Total
 Fair Value Measurements at December 31, 2012Fair Value Measurements  at
December 31, 2015
Level 1 Level 2
Fair Value
Total
 Level 1 Level 2 Level 3
Assets:            
Interest rate derivatives$55
 $
 $55
Commodity derivatives:            
Natural Gas:            
Basis Swaps IFERC/NYMEX11
 11
 
$16
 $16
 $
 $
Swing Swaps IFERC3
 
 3
10
 2
 8
 
Fixed Swaps/Futures96
 94
 2
274
 274
 
 
Options – Puts1
 
 1
Options – Calls3
 
 3
Forward Physical Swaps1
 
 1
Forward Physical Contracts4
 
 4
 
Power:            
Forwards27
 
 27
22
 
 22
 
Futures1
 1
 
3
 3
 
 
Options – Calls2
 
 2
Natural Gas Liquids – Swaps1
 1
 
Options — Calls1
 1
 
 
Options — Puts1
 1
 
 
Natural Gas Liquids — Forwards/Swaps99
 99
 
 
Refined Products – Futures5
 1
 4
15
 15
 
 
Crude – Futures9
 9
 
 
Total commodity derivatives151
 108
 43
454
 420
 34
 
Total assets$206
 $108
 $98
$454
 $420
 $34
 $
Liabilities:            
Interest rate derivatives$(223) $
 $(223)$(171) $
 $(171) $
Embedded derivatives in the ETP Preferred Units(5) 
 
 (5)
Commodity derivatives:            
Natural Gas:            
Basis Swaps IFERC/NYMEX(18) (18) 
(16) (16) 
 
Swing Swaps IFERC(2) 
 (2)(12) (2) (10) 
Fixed Swaps/Futures(103) (94) (9)(203) (203) 
 
Options – Puts(1) 
 (1)
Options – Calls(3) 
 (3)
Power:            
Forwards(27) 
 (27)(22) 
 (22) 
Futures(2) (2) 
(2) (2) 
 
Natural Gas Liquids – Swaps(3) (3) 
Options — Puts(1) (1) 
 
Natural Gas Liquids — Forwards/Swaps(89) (89) 
 
Refined Products – Futures(8) (1) (7)(6) (6) 
 
Crude — Futures(5) (5) 
 
Total commodity derivatives(167) (118) (49)(356) (324) (32) 
Total liabilities$(390) $(118) $(272)$(532) $(324) $(203) $(5)
At December 31, 2013,The following table presents the material unobservable inputs used to estimate the fair value of ETP’s Preferred Units and the Trunkline LNG reportingembedded derivatives in ETP’s Preferred Units:
Unobservable InputDecember 31, 2016
Embedded derivatives in the ETP Preferred UnitsCredit Spread5.12%
Volatility31.73%
Changes in the remaining term of the Preferred Units, U.S. Treasury yields and valuations in related instruments would cause a change in the yield to value the Preferred Units. Changes in ETP’s cost of equity and U.S. Treasury yields would cause a change in the credit spread used to value the embedded derivatives in the ETP Preferred Units. Changes in ETP’s historical unit was classified asprice volatility would cause a change in the volatility used to value the embedded derivatives.

The following table presents a reconciliation of the beginning and ending balances for our Level 3 of thefinancial instruments measured at fair value hierarchy due to the significance ofon a recurring basis using significant unobservable inputs developed using company-specific information. We used the income approach to measure the fair value of the Trunkline LNG reporting unit. Under the income approach, we calculated the fair value based on the present value of the estimated future cash flows. The discount rate used, which was an unobservable input, was based on the weighted-average cost of capital adjusted for the relevant risk associated with business-specific characteristics and the uncertainty related to the business's ability to execute on the projected cash flows.year ended December 31, 2016.
Balance, December 31, 2015$(5)
Net unrealized gains included in other income (expense)4
Balance, December 31, 2016$(1)
Contributions in Aid of Construction CostsCost
On certain of our capital projects, third parties are obligated to reimburse us for all or a portion of project expenditures. The majority of such arrangements are associated with pipeline construction and production well tie-ins. Contributions in aid of

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construction costs (“CIAC”) are netted against our project costs as they are received, and any CIAC which exceeds our total project costs, is recognized as other income in the period in which it is realized.
Shipping and Handling Costs
Shipping and handling costs related to fuel sold are included in cost of products sold. Shippingsold, except for shipping and handling costs related to fuel consumed for compression and treating which are included in operating expenses and are as follows:
 Years Ended December 31,
 2013 2012 2011
Shipping and handling costs – recorded in operating expenses$28
 $25
 $40
expenses.
Costs and Expenses
Costs of products sold include actual cost of fuel sold, adjusted for the effects of our hedging and other commodity derivative activities, and the cost of appliances, parts and fittings. Operating expenses include all costs incurred to provide products to customers, including compensation for operations personnel, insurance costs, vehicle maintenance, advertising costs, purchasing costs and plant operations. Selling, general and administrative expenses include all partnership related expenses and compensation for executive, partnership, and administrative personnel.
We record the collection of taxes to be remitted to governmentgovernmental authorities on a net basis except for our retail marketing segmentoperations in which consumer excise taxes on sales of refined products and merchandise are included in both revenues and costs and expenses in the consolidated statements of operations, with no effect on net income (loss). Excise taxes collected by our retail marketing segmentoperations were $2.22$3.48 billion, $3.05 billion and $573 million$2.46 billion for the years ended December 31, 20132016, 2015 and 2012,2014, respectively.
Issuances of Subsidiary Units
We record changes in our ownership interest of our subsidiaries as equity transactions, with no gain or loss recognized in consolidated net income or comprehensive income. For example, upon our subsidiaries’ issuance of common units in a public offering, we record any difference between the amount of consideration received or paid and the amount by which the noncontrolling interest is adjusted as a change in partners’ capital.
Income Taxes
ETPETE is a publicly traded limited partnership and is not taxable for federal and most state income tax purposes. As a result, our earnings or losses, to the extent not included in a taxable subsidiary, for federal and most state income tax purposes are included in the tax returns of the individual partners. Net earnings for financial statement purposes may differ significantly from taxable income reportable to Unitholders as a result of differences between the tax basis and financial reporting basis of assets and liabilities, differences betweenin addition to the tax accounting and financial accounting treatment of certain items, and due to allocation requirements related to taxable income under our SecondThird Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”).
As a publicly traded limited partnership, we are subject to a statutory requirement that our “qualifying income” (as defined by the Internal Revenue Code, related Treasury Regulations, and IRS pronouncements) exceed 90% of our total gross income, determined on a calendar year basis. If our qualifying income does not meet this statutory requirement, ETPwe would be taxed as a corporation for federal and state income tax purposes. For the years ended December 31, 2013, 20122016, 2015, and 2011,2014, our qualifying income met the statutory requirement.
The Partnership conducts certain activities through corporate subsidiaries which are subject to federal, state and local income taxes. These corporate subsidiaries include ETP Holdco, which owns SunocoOasis Pipeline Company, Susser Petroleum Property Company, Aloha Petroleum and Southern Union, is a corporate subsidiary.Susser Holding Corporation. The Partnership and its corporate subsidiaries account for income taxes under the asset and liability method.

Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rate is recognized in earnings in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts more likely than not to be realized.
The determination of the provision for income taxes requires significant judgment, use of estimates, and the interpretation and application of complex tax laws. Significant judgment is required in assessing the timing and amounts of deductible and taxable items and the probability of sustaining uncertain tax positions. The benefits of uncertain tax positions are recorded in our financial statements only after determining a more-likely-than-not probability that the uncertain tax positions will withstand challenge, if any, from taxing authorities. When facts and circumstances change, we reassess these probabilities and record any changes through the provision for income taxes.

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Accounting for Derivative Instruments and Hedging Activities
For qualifying hedges, we formally document, designate and assess the effectiveness of transactions that receive hedge accounting treatment and the gains and losses offset related results on the hedged item in the statement of operations. The market prices used to value our financial derivatives and related transactions have been determined using independent third partythird-party prices, readily available market information, broker quotes and appropriate valuation techniques.
At inception of a hedge, we formally document the relationship between the hedging instrument and the hedged item, the risk management objectives, and the methods used for assessing and testing effectiveness and how any ineffectiveness will be measured and recorded. We also assess, both at the inception of the hedge and on a quarterly basis, whether the derivatives that are used in our hedging transactions are highly effective in offsetting changes in cash flows. If we determine that a derivative is no longer highly effective as a hedge, we discontinue hedge accounting prospectively by including changes in the fair value of the derivative in net income for the period.
If we designate a commodity hedging relationship as a fair value hedge, we record the changes in fair value of the hedged asset or liability in cost of products sold in ourthe consolidated statementsstatement of operations. This amount is offset by the changes in fair value of the related hedging instrument. Any ineffective portion or amount excluded from the assessment of hedge ineffectiveness is also included in the cost of products sold in the consolidated statementsstatement of operations.
Cash flows from derivatives accounted for as cash flow hedges are reported as cash flows from operating activities, in the same category as the cash flows from the items being hedged.
If we designate a derivative financial instrument as a cash flow hedge and it qualifies for hedge accounting, thea change in the fair value is deferred in AOCI until the underlying hedged transaction occurs. Any ineffective portion of a cash flow hedge’s change in fair value is recognized each period in earnings. Gains and losses deferred in AOCI related to cash flow hedges remain in AOCI until the underlying physical transaction occurs, unless it is probable that the forecasted transaction will not occur by the end of the originally specified time period or within an additional two-month period of time thereafter. For financial derivative instruments that do not qualify for hedge accounting, the change in fair value is recorded in cost of products sold in the consolidated statements of operations.
We managepreviously have managed a portion of our interest rate exposures by utilizing interest rate swaps and similar instruments. Certain of our interest rate derivatives are accounted for as either cash flow hedges or fair value hedges. For interest rate derivatives accounted for as either cash flow or fair value hedges, we report realized gains and losses and ineffectiveness portions of those hedges in interest expense. For interest rate derivatives not designated as hedges for accounting purposes, we report realized and unrealized gains and losses on those derivatives in “Gains (losses) on interest rate derivatives” in the consolidated statements of operations.
Unit-Based Compensation
For awards of restricted units, we recognize compensation expense over the vesting period based on the grant-date fair value, which is determined based on the market price of our common units on the grant date. For awards of cash restricted units, we remeasure the fair value of the award at the end of each reporting period based on the market price of our common units as of the reporting date, and the fair value is recorded in other non-current liabilities on our consolidated balance sheets.
Pensions and Other Postretirement Benefit Plans
Employers are required to recognize in their balance sheets the overfunded or underfunded status of defined benefit pension and other postretirement plans, measured as the difference between the fair value of the plan assets and the benefit obligation (the

(the projected benefit obligation for pension plans and the accumulated postretirement benefit obligation for other postretirement plans).  Each overfunded plan is recognized as an asset and each underfunded plan is recognized as a liability.   Employers must recognize the change in the funded status of the plan in the year in which the change occurs throughwithin AOCI in equity or, are reflectedfor entities applying regulatory accounting, as a regulatory asset or regulatory liability for regulated subsidiaries.liability.
Allocation of Income
For purposes of maintaining partner capital accounts, theour Partnership Agreement specifies that items of income and loss shall generally be allocated among the partners in accordance with their percentage interests. The capital account provisions
3.
ACQUISITIONS AND RELATED TRANSACTIONS:
2016 Transactions
WMB Merger
On June 24, 2016, the Delaware Court of our PartnershipChancery issued an opinion finding that ETE was contractually entitled to terminate its Merger Agreement incorporate principles established for U.S. Federal incomewith WMB in the event Latham & Watkins LLP (“Latham”) were unable to deliver a required tax purposesopinion on or prior to June 28, 2016. Latham advised ETE that it was unable to deliver the tax opinion as of June 28, 2016. Consistent with its rights and are not comparableobligations under the merger agreement, ETE subsequently provided written notice terminating the merger agreement due to the partners’ capital balances reflectedfailure of conditions under GAAPthe merger agreement, including Latham’s inability to deliver the tax opinion, as well as the other bases detailed in our consolidated financial statements. Our net income for partners’ capital and statementETE’s filings in the Delaware lawsuit referenced above. WMB has appealed the decision by the Delaware Court of operations presentation purposes is allocatedChancery to the General PartnerDelaware Supreme Court.
ETP and Limited PartnersSunoco Logistics Merger
In November 2016, ETP and Sunoco Logistics entered into a merger agreement providing for the acquisition of ETP by Sunoco Logistics in accordance with their respective partnership percentages, after giving effect to priority income allocations for incentive distributions, if any, to our General Partner,a unit-for-unit transaction. Under the holderterms of the IDRs pursuanttransaction, ETP unitholders will receive 1.5 common units of Sunoco Logistics for each common unit of ETP they own. Under the terms of the merger agreement, Sunoco Logistics’ general partner will be merged with and into ETP GP, with ETP GP surviving as an indirect wholly-owned subsidiary of ETE. The transaction is expected to our Partnership Agreement,close in April 2017.
PennTex Acquisition
On November 1, 2016, ETP acquired certain interests in PennTex from various parties for total consideration of approximately $627 million in ETP units and cash. Through this transaction, ETP acquired a controlling financial interest in PennTex, whose assets complement ETP’s existing midstream footprint in northern Louisiana.
Summary of Assets Acquired and Liabilities Assumed
We accounted for the PennTex acquisition using the acquisition method of accounting, which are declaredrequires, among other things, that assets acquired and paid followingliabilities assumed be recognized on the closebalance sheet at their fair values as of each quarter. Earnings in excess of distributions arethe acquisition date.

The total purchase price was allocated to the General Partner and Limited Partners based on their respective ownership interests.as follows:

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  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

3.(1)
ACQUISITIONS, DIVESTITURES AND RELATED TRANSACTIONS:None of the goodwill is expected to be deductible for tax purposes.
2014The fair values of the assets acquired and liabilities assumed were determined using various valuation techniques, including the income and market approaches.
Sunoco Logistics’ Vitol Acquisition
In November 2016, Sunoco Logistics completed an acquisition from Vitol, Inc. (“Vitol”) of an integrated crude oil business in West Texas for $760 million plus working capital. The acquisition provides Sunoco Logistics with an approximately 2 million barrel crude oil terminal in Midland, Texas, a crude oil gathering and mainline pipeline system in the Midland Basin, including a significant acreage dedication from an investment-grade Permian producer, and crude oil inventories related to Vitol's crude oil purchasing and marketing business in West Texas. The acquisition also included the purchase of a 50% interest in SunVit Pipeline LLC ("SunVit"), which increased Sunoco Logistics' overall ownership of SunVit to 100%. The $769 million purchase price, net of cash received, consisted primarily of net working capital of $13 million largely attributable to inventory and receivables; property, plant and equipment of $286 million primarily related to pipeline and terminalling assets; intangible assets of $313 million attributable to customer relationships; and goodwill of $251 million.
Sunoco Logistics’ Permian Express Partners
In February 2017, Sunoco Logistics formed Permian Express Partners LLC ("PEP"), a strategic joint venture, with ExxonMobil Corp. Sunoco Logistics contributed its Permian Express 1, Permian Express 2 and Permian Longview and Louisiana Access pipelines. ExxonMobil Corp. contributed its Longview to Louisiana and Pegasus pipelines; Hawkins gathering system; an idle pipeline in southern Oklahoma; and its Patoka, Illinois terminal. Sunoco Logistics’ ownership percentage is approximately 85%. Upon commencement of operations on the Bakken Pipeline, Sunoco Logistics will contribute its investment in the project, with a corresponding increase in its ownership percentage in PEP. Sunoco Logistics maintains a controlling financial and voting interest in PEP and is the operator of all of the assets. As such, PEP will be reflected as a consolidated subsidiary of Sunoco Logistics. ExxonMobil Corp.’s interest will be reflected as noncontrolling interest in Sunoco Logistics’ consolidated balance sheet.

Bakken Equity Sale
On August 2, 2016, Bakken Holdings Company LLC, an entity in which ETP indirectly owns a 60% membership interest and Sunoco Logistics indirectly owns a 40% membership interest, agreed to sell a 49% interest in its wholly-owned subsidiary, Bakken Pipeline Investments LLC, to MarEn Bakken Company LLC, an entity jointly owned by Marathon Petroleum Corporation and Enbridge Energy Partners, L.P. for $2.00 billion in cash. This transaction closed in February 2017. Bakken Pipeline Investments LLC indirectly owns a 75% interest in each of Dakota Access, LLC (“Dakota Access”) and Energy Transfer Crude Oil Company, LLC (“ETCO”). The remaining 25% of each of Dakota Access and ETCO is owned by wholly-owned subsidiaries of Phillips 66. ETP will continue to consolidate Dakota Access and ETCO subsequent to this transaction. Upon closing, ETP and Sunoco Logistics collectively own a 38.25% interest in the Dakota Access Pipeline and Energy Transfer Crude Oil Pipeline projects (collectively, the "Bakken Pipeline"), and MarEn Bakken Company owns 36.75% and Phillips 66 owns 25.00% in the Bakken Pipeline.
Bakken Financing
In August 2016, ETP, Sunoco Logistics and Phillips 66 announced the completion of the project-level financing of the Bakken Pipeline. The $2.50 billion credit facility is anticipated to provide substantially all of the remaining capital necessary to complete the projects. As of December 31, 2016, $1.10 billion was outstanding under this credit facility.
Bayou Bridge
In April 2016, Bayou Bridge Pipeline, LLC (“Bayou Bridge”), a joint venture among ETP, Sunoco Logistics and Phillips 66 Partners LP, began commercial operations on the 30-inch segment of the pipeline from Nederland, Texas to Lake Charles, Louisiana. ETP and Sunoco Logistics each hold a 30% interest in the entity and Sunoco Logistics is the operator of the system.
Sunoco Retail to Sunoco LP
In March 2016, ETP contributed to Sunoco LP its remaining 68.42% interest in Sunoco, LLC and 100% interest in the legacy Sunoco, Inc. retail business for $2.23 billion. Sunoco LP paid $2.20 billion in cash, including a working capital adjustment and issued 5.7 million Sunoco LP common units to Retail Holdings, a wholly-owned subsidiary of the Partnership. The transaction was effective January 1, 2016.
Sunoco LP Acquisitions
In August 2016, Sunoco LP acquired the fuels business from Emerge Energy Services LP for $171 million, including tax deductible goodwill of $78 million and intangible assets of $23 million. Additionally, during 2016, Sunoco LP made other acquisitions primarily consisting of convenience stores, totaling $114 million plus the value of inventory on hand at closing and increasing goodwill by $61 million.
In October 2016, Sunoco LP completed the acquisition of a convenience store, wholesale motor fuel distribution, and commercial fuels distribution business for approximately $55 million plus inventory on hand at closing, subject to closing adjustments.
2015 Transactions
Panhandle MergerSunoco LP
On January 10, 2014, Panhandle consummatedIn April 2015, Sunoco LP acquired a merger with Southern Union,31.58% equity interest in Sunoco, LLC from Retail Holdings for $816 million. Sunoco, LLC distributes approximately 5.3 billion gallons of motor fuel per year to customers in the indirect parenteast, midwest and southwest regions of Panhandle,the United States. Sunoco LP paid $775 million in cash and PEPLissued $41 million of Sunoco LP common units to Retail Holdings, based on the sole limitedfive-day volume weighted average price of Sunoco LP’s common units as of March 20, 2015.
In July 2015, in exchange for the contribution of 100% of Susser from ETP to Sunoco LP, Sunoco LP paid $970 million in cash and issued to ETP subsidiaries 22 million Sunoco LP Class B units valued at $970 million. The Sunoco Class B units did not receive second quarter 2015 cash distributions from Sunoco LP and converted on a one-for-one basis into Sunoco LP common units on the day immediately following the record date for Sunoco LP’s second quarter 2015 distribution. In addition, (i) a Susser subsidiary exchanged its 79,308 Sunoco LP common units for 79,308 Sunoco LP Class A units, (ii) 10.9 million Sunoco LP subordinated units owned by Susser subsidiaries were converted into 10.9 million Sunoco LP Class A units and (iii) Sunoco LP issued 79,308 Sunoco LP common units and 10.9 million Sunoco LP subordinated units to subsidiaries of ETP. The Sunoco LP Class A units owned by the Susser subsidiaries were contributed to Sunoco LP as part of the transaction. Sunoco LP subsequently contributed its interests in Susser to one of its subsidiaries.

Effective July 1, 2015, ETE acquired 100% of the membership interests of Sunoco GP, the general partner of Panhandle, pursuantSunoco LP, and all of the IDRs of Sunoco LP from ETP, and in exchange, ETP repurchased from ETE 21 million ETP common units owned by ETE. In connection with ETP’s 2014 acquisition of Susser, ETE agreed to provide ETP a $35 million annual IDR subsidy for 10 years, which eachterminated upon the closing of Southern Union and PEPL Holdings were merged with and into Panhandle (the “Panhandle Merger”), with Panhandle surviving the Panhandle Merger.ETE’s acquisition of Sunoco GP. In connection with the Panhandle Merger, Panhandle assumed Southern Union’s obligations under its 7.6% Senior Notes due 2024, 8.25% Senior Notes due 2029exchange and repurchase, ETE will provide ETP a $35 million annual IDR subsidy for two years beginning with the Junior Subordinated Notes due 2066. Atquarter ended September 30, 2015.
Bakken Pipeline
In March 2015, ETE transferred 30.8 million ETP common units, ETE’s 45% interest in the timeBakken Pipeline project, and $879 million in cash to ETP in exchange for 30.8 million newly issued ETP Class H Units that, when combined with the 50.2 million previously issued ETP Class H Units, generally entitle ETE to receive 90.05% of the Panhandle Merger, Southern Union did not have operationscash distributions and other economic attributes of its own, other than its ownershipthe general partner interest and IDRs of Panhandle and noncontrolling interest in PEI Power II, LLC, Regency (31.4 million common units and 6.3 million Class F Units), and ETP (2.2 million Common Units)Sunoco Logistics (the “Bakken Pipeline Transaction”). In connection with this transaction, ETP also issued to ETE 100 ETP Class I Units that provide distributions to ETE to offset IDR subsidies previously provided to ETP. These IDR subsidies, including the Panhandle Merger, Panhandle also assumed PEPL Holdings’ guaranteeimpact from distributions on ETP Class I Units, were reduced by $55 million in 2015 and $30 million in 2016.
In October 2015, Sunoco Logistics completed the previously announced acquisition of $600a 40% membership interest (the “Bakken Membership Interest”) in Bakken Holdings Company LLC (“Bakken Holdco”). Bakken Holdco, through its wholly-owned subsidiaries, owns a 75% membership interest in each of Dakota Access, LLC and Energy Transfer Crude Oil Company, LLC, which together intend to develop the Bakken Pipeline system to deliver crude oil from the Bakken/Three Forks production area in North Dakota to the Gulf Coast. ETP transferred the Bakken Membership Interest to Sunoco Logistics in exchange for approximately 9.4 million Class B Units representing limited partner interests in Sunoco Logistics and the payment by Sunoco Logistics to ETP of $382 million of cash, which represented reimbursement for its proportionate share of the total cash contributions made in the Bakken Pipeline project as of the date of closing of the exchange transaction.
Regency Merger
On April 30, 2015, a wholly-owned subsidiary of ETP merged with Regency, with Regency surviving as a wholly-owned subsidiary of ETP (the “Regency Merger”). Each Regency common unit and Class F unit was converted into the right to receive 0.4124 common units of ETP. ETP issued 172.2 million ETP common units to Regency unitholders, including 15.5 million units issued to ETP subsidiaries. The 1.9 million outstanding Regency Preferred Units were converted into corresponding new ETP Series A Preferred Units on a one-for-one basis.
In connection with the Regency Merger, ETE agreed to reduce the incentive distributions it receives from ETP by a total of $320 million over a five-year period. The IDR subsidy was $80 million for the year ended December 31, 2015 and will total $60 million per year for the following four years.
ETP has assumed all of the obligations of Regency and Regency Energy Finance Corp., of which ETP was previously a co-obligor or parent guarantor.
2014 Transactions
MACS to Sunoco LP
In October 2014, Sunoco LP acquired MACS from a subsidiary of ETP in a transaction valued at approximately $768 million (the “MACS Transaction”). The transaction included approximately 110 company-operated retail convenience stores and 200 dealer-operated and consignment sites from MACS, which had originally been acquired by ETP in October 2013. The consideration paid by Sunoco LP consisted of approximately 4 million Sunoco LP common units issued to ETP and $556 million in cash, subject to customary closing adjustments. Sunoco LP initially financed the cash portion by utilizing availability under its revolving credit facility. In October 2014 and November 2014, Sunoco LP partially repaid borrowings on its revolving credit facility with aggregate net proceeds of $405 million from a public offering of 9.1 million Sunoco LP common units.
Susser Merger
In August 2014, ETP and Susser completed the merger of an indirect wholly-owned subsidiary of ETP, with and into Susser, with Susser surviving the merger as a subsidiary of ETP for total consideration valued at approximately $1.8 billion (the “Susser Merger”). The total consideration paid in cash was approximately $875 million and the total consideration paid in equity was approximately 15.8 million ETP Common Units. The Susser Merger broadens ETP’s retail geographic footprint and provides synergy opportunities and a platform for future growth.

In connection with the Susser Merger, ETP acquired an indirect 100% equity interest in Susser and the general partner interest and the incentive distribution rights in Sunoco LP, approximately 11 million Sunoco LP common and subordinated units, and Susser’s existing retail operations, consisting of 630 convenience store locations.
Effective with the closing of the transaction, Susser ceased to be a publicly traded company and its common stock discontinued trading on the NYSE.
Summary of Assets Acquired and Liabilities Assumed
ETP accounted for the Susser Merger using the acquisition method of accounting which requires, among other things, that assets acquired and liabilities assumed be recognized on the balance sheet at their fair values as of the acquisition date.
The following table summarizes the assets acquired and liabilities assumed recognized as of the merger date:
  Susser
Total current assets $446
Property, plant and equipment 1,069
Goodwill(1)
 1,734
Intangible assets 611
Other non-current assets 17
  3,877
   
Total current liabilities 377
Long-term debt, less current maturities 564
Deferred income taxes 488
Other non-current liabilities 39
Noncontrolling interest 626
  2,094
Total consideration 1,783
Cash received 67
Total consideration, net of cash received $1,716
(1)
None of the goodwill is expected to be deductible for tax purposes.
The fair values of the assets acquired and liabilities assumed were determined using various valuation techniques, including the income and market approaches.
ETP incurred merger related costs related to the Susser Merger of $25 million during the year ended December 31, 2015. Our consolidated statements of operations for the year ended December 31, 2015 reflected revenue and net income related to Susser of $2.32 billion and $105 million, respectively.
No pro forma information has been presented for the Susser Merger, as the impact of this acquisition was not material in relation to our consolidated results of operations.
Regency’s Acquisition of Eagle Rock’s Midstream Business
On July 1, 2014, Regency acquired Eagle Rock’s midstream business (the “Eagle Rock Midstream Acquisition”) for $1.3 billion, including the assumption of $499 million of Eagle Rock’s 8.375% senior notes.notes due 2019. The remainder of the purchase price was funded by $400 million in Regency Common Units sold to a wholly-owned subsidiary of ETE, 8.2 million Regency Common Units issued to Eagle Rock and borrowings under Regency’s revolving credit facility. Our consolidated statement of operations for the year ended December 31, 2014 included revenues and net income attributable to Eagle Rock’s operations of $903 million and $30 million, respectively.
Trunkline
The total purchase price was allocated as follows:
AssetsAt July 1, 2014
Current assets$120
Property, plant and equipment1,295
Other non-current assets4
Goodwill49
Total assets acquired1,468
Liabilities 
Current liabilities116
Long-term debt499
Other non-current liabilities12
Total liabilities assumed627
  
Net assets acquired$841
The fair values of the assets acquired and liabilities assumed were determined using various valuation techniques, including the income and market approaches.
Regency’s Acquisition of PVR Partners, L.P.
On March 21, 2014, Regency acquired PVR for a total purchase price of $5.7 billion (based on Regency’s closing price of $27.82 per Regency Common Unit on March 21, 2014), including $1.8 billion principal amount of assumed debt (the “PVR Acquisition”). PVR unitholders received (on a per unit basis) 1.02 Regency Common Units and a one-time cash payment of $36 million, which was funded through borrowings under Regency’s revolving credit facility. Our consolidated statement of operations for the year ended December 31, 2014 included revenues and net income attributable to PVR’s operations of $956 million and $166 million, respectively.
Regency completed the evaluation of the assigned fair values to the assets acquired and liabilities assumed. The total purchase price was allocated as follows:
AssetsAt March 21, 2014
Current assets$149
Property, plant and equipment2,716
Investment in unconsolidated affiliates62
Intangible assets (average useful life of 30 years)2,717
Goodwill(1)
370
Other non-current assets18
Total assets acquired6,032
Liabilities 
Current liabilities168
Long-term debt1,788
Premium related to senior notes99
Non-current liabilities30
Total liabilities assumed2,085
Net assets acquired$3,947
(1)None of the goodwill is expected to be deductible for tax purposes.
The fair values of the assets acquired and liabilities assumed were determined using various valuation techniques, including the income and market approaches.

Lake Charles LNG Transaction
On February 19, 2014, ETE and ETP completed the transfer to ETE of TrunklineLake Charles LNG, the entity that owns a LNG regasification facility in Lake Charles, Louisiana, from ETP in exchange for the redemption by ETP of 18.7 million ETP Common Units held by ETE. ThisETE (the “Lake Charles LNG Transaction”). The transaction was effective as of January 1, 2014. The results of Trunkline LNG’s operations have not been presented as discontinued operations and Trunkline LNG’s assets and liabilities have not been presented as held for sale in the Partnership’s consolidated financial statements due to the expected continuing involvement among the entities.2014, at which time ETP deconsolidated Lake Charles LNG.
In connection with ETE’s acquisition of TrunklineLake Charles LNG, ETP agreed to continue to provide management services for ETE through 2015 in relation to both TrunklineLake Charles LNG’s regasification facility and the development of a liquefaction project at TrunklineLake Charles LNG’s facility, for which ETE has agreed to pay incremental management fees to ETP of $75 million per year for the years ending December 31, 2014 and 2015. ETE also agreed to provide additional subsidies to ETP through the relinquishment of future incentive distributions, as discussed further in Note 7.8.
2013 TransactionsPanhandle Merger
Sale of Southern Union’s Distribution Operations
In December 2012,On January 10, 2014, Panhandle consummated a merger with Southern Union, entered into a purchase and sale agreement with The Laclede Group, Inc., pursuant to which Laclede Missouri agreed to acquire the assetsindirect parent of Southern Union’s MGE division and Laclede Massachusetts agreed to acquirePanhandle at the assets of Southern Union’s NEG division (together, the “LDC Disposal Group”). Laclede Gas Company, a subsidiary of The Laclede Group, Inc., subsequently assumed all of Laclede Missouri’s rights and obligations under the purchase and sale agreement. In February 2013, The Laclede Group, Inc. entered into an agreement with Algonquin Power & Utilities Corp (“APUC”) that allowed a subsidiary of APUC to assume the rights of The Laclede Group, Inc. to purchase the assets of Southern Union’s NEG division.
In September 2013, Southern Union completed its saletime of the assets of MGE for an aggregate purchase price of $975 million, subject to customary post-closing adjustments. In December 2013, Southern Union completed its sale of the assets of NEG for cash proceeds of $40 million, subject to customary post-closing adjustments,merger, and the assumption of $20 million of debt.
The LDC Disposal Group’s operations have been classified as discontinued operations for all periods in the consolidated statements of operations. The assets and liabilities of the LDC Disposal Group were classified as assets and liabilities held for sale at December 31, 2012.
The following table summarizes selected financial information related to Southern Union’s distribution operations in 2013 through MGE and NEG’s sale dates in September 2013 and December 2013, respectively, and for the period from March 26, 2012 to December 31, 2012:
 Years Ended December 31,
 2013 2012
Revenue from discontinued operations$415
 $324
Net income of discontinued operations, excluding effect of taxes and overhead allocations65
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SUGS Contribution
On April 30, 2013, Southern Union completed its contribution to Regency of all of the issued and outstanding membership interest in Southern Union Gathering Company, LLC, and its subsidiaries, including SUGS (the “SUGS Contribution”). The general partner and IDRs of Regency are owned by ETE. The consideration paid by Regency in connection with this transaction consisted of (i) the issuance of approximately 31.4 million Regency common units to Southern Union, (ii) the issuance of approximately 6.3 million Regency Class F units to Southern Union, (iii) the distribution of $463 million in cash to Southern Union, net of closing adjustments, and (iv) the payment of $30 million in cash to a subsidiary of ETP. This transaction was between commonly controlled entities; therefore, the amounts recorded in the consolidated balance sheet for the investment in Regency and the related deferred tax liabilities were based on the historical book value of SUGS. In addition, PEPL Holdings, a wholly-owned subsidiary of Southern Union provided a guaranteeand the sole limited partner of collection with respect toPanhandle at the paymenttime of the principal amounts of Regency’s debt relatedmerger, pursuant to the SUGS Contribution. The Regency Class F units have the same rights, terms and conditions as the Regency common units, except that Southern Union will not receive distributions on the Regency Class F units for the first eight consecutive quarters following the closing, and the Regency Class F units will thereafter automatically convert into Regency common units on a one-for-one basis. The Partnership has not presented SUGS as discontinued operations due to the expected continuing involvement with SUGS through affiliate relationships, as well as the direct investment in Regency common and Class F units received, which has been accounted for using the equity method.
Acquisition of ETE’s Holdco Interest
On April 30, 2013, ETP acquired ETE’s 60% interest in Holdco for approximately 49.5 million of newly issued ETP Common Units and $1.40 billion in cash, less $68 million of closing adjustments (the “Holdco Acquisition”). As a result, ETP now owns 100% of Holdco. ETE, which owns the general partner and IDRs of ETP, agreed to forego incentive distributions on the newly issued ETP units for each of the first eight consecutive quarters beginning with the quarter in which the closing of the transaction occurred and 50% of incentive distributions on the newly issued ETP units for the following eight consecutive quarters. ETP controlled Holdco prior to this acquisition; therefore, the transaction did not constitute a change of control.
2012 Transactions
Southern Union Merger
On March 26, 2012, ETE completed its acquisition of Southern Union. Southern Union was the surviving entity in the merger and operated as a wholly-owned subsidiary of ETE. See below for discussion of Holdco Transaction and ETE’s contribution of Southern Union to Holdco.
Underand PEPL Holdings were merged with and into Panhandle (the “Panhandle Merger”), with Panhandle surviving the terms of the merger agreement, Southern Union stockholders received a total of 57 million ETE Common Units and a total of approximately $3.01 billion in cash. Effective with the closing of the transaction, Southern Union’s common stock was no longer publicly traded.
Citrus Acquisition
Panhandle Merger. In connection with the Panhandle Merger, Panhandle assumed Southern Union’s obligations under its 7.6% senior notes due 2024, 8.25% senior notes due 2029 and the junior subordinated notes due 2066. At the time of the Panhandle Merger, Southern Union Merger on March 26, 2012, we completed our acquisitiondid not have material operations of CrossCountry, a subsidiaryits own, other than its ownership of Southern Union which owned an indirect 50% interestPanhandle and noncontrolling interests in Citrus, the owner of FGT. The total merger consideration was approximately $2.0 billion, consisting of approximately $1.9 billion in cashPEI Power II, LLC, Regency (31.4 million Regency Common Units and approximately 2.26.3 million Regency Class F Units), and ETP (2.2 million ETP Common Units. See Note 4 for more information regarding our equity method investment in Citrus.Units).
Sunoco Merger
On October 5, 2012, ETP completed its merger with Sunoco. Under the terms of the merger agreement, Sunoco shareholders received 55 million ETP Common Units and a total of approximately $2.6 billion in cash.
Sunoco generates cash flow from a portfolio of retail outlets for the sale of gasoline and middle distillates in the east coast, midwest and southeast areas of the United States. Prior to October 5, 2012, Sunoco also owned a 2% general partner interest, 100% of the IDRs, and 32% of the outstanding common units of Sunoco Logistics. As discussed below, on October 5, 2012, Sunoco’s interests in Sunoco Logistics were transferred to the Partnership.
Prior to the Sunoco Merger, on September 8, 2012, Sunoco completed the exit from its Northeast refining operations by contributing the refining assets at its Philadelphia refinery and various commercial contracts to PES, a joint venture with The Carlyle Group. Sunoco also permanently idled the main refining processing units at its Marcus Hook refinery in June 2012. The Marcus Hook facility continued to support operations at the Philadelphia refinery prior to commencement of the PES joint venture. Under the terms of the joint venture agreement, The Carlyle Group contributed cash in exchange for a 67% controlling interest in PES. In exchange for contributing its Philadelphia refinery assets and various commercial contracts to

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the joint venture, Sunoco retained an approximate 33% non-operating noncontrolling interest. The fair value of Sunoco’s retained interest in PES, which was $75 million on the date on which the joint venture was formed, was determined based on the equity contributions of The Carlyle Group. Sunoco has indemnified PES for environmental liabilities related to the Philadelphia refinery that arose from the operation of such assets prior the formation of the joint venture. The Carlyle Group will oversee day-to-day operations of PES and the refinery. JPMorgan Chase will provide working capital financing to PES in the form of an asset-backed loan, supply crude oil and other feedstocks to the refinery at the time of processing and purchase certain blendstocks and all finished refined products as they are processed. Sunoco entered into a supply contract for gasoline and diesel produced at the refinery for its retail marketing business.
ETP incurred merger related costs related to the Sunoco Merger of $28 million during the year ended December 31, 2012. Sunoco’s revenue included in our consolidated statement of operations was approximately $5.93 billion during October through December 2012. Sunoco’s net loss included in our consolidated statement of operations was approximately $14 million during October through December 2012. Sunoco Logistics’ revenue included in our consolidated statement of operations was approximately $3.11 billion during October through December 2012. Sunoco Logistics’ net income included in our consolidated statement of operations was approximately $145 million during October through December 2012.
Holdco Transaction
Immediately following the closing of the Sunoco Merger in 2012, ETE contributed its interest in Southern Union into Holdco, an ETP-controlled entity, in exchange for a 60% equity interest in Holdco. In conjunction with ETE’s contribution, ETP contributed its interest in Sunoco to Holdco and retained a 40% equity interest in Holdco. Prior to the contribution of Sunoco to Holdco, Sunoco contributed $2.0 billion of cash and its interests in Sunoco Logistics to ETP in exchange for 90.7 million Class F Units representing limited partner interests in ETP (“Class F Units”). The Class F Units were exchanged for Class G Units in 2013 as discussed in Note 7. Pursuant to a stockholders agreement between ETE and ETP, ETP controlled Holdco (prior to ETP’s acquisition of ETE’s 60% equity interest in Holdco in 2013) and therefore, ETP consolidated Holdco (including Sunoco and Southern Union) in its financial statements subsequent to consummation of the Holdco Transaction.
Under the terms of the Holdco transaction agreement, ETE agreed to relinquish its right to $210 million of incentive distributions from ETP that ETE would otherwise be entitled to receive over 12 consecutive quarters beginning with the distribution paid on November 14, 2012.
In accordance with GAAP, we have accounted for the Holdco Transaction, whereby ETP obtained control of Southern Union, as a reorganization of entities under common control. Accordingly, ETP’s consolidated financial statements have been retrospectively adjusted to reflect consolidation of Southern Union into ETP beginning March 26, 2012 (the date ETE acquired Southern Union). This change only impacted interim periods in 2012, and no prior annual amounts have been adjusted.
Summary of Assets Acquired and Liabilities Assumed
We accounted for the Sunoco Merger using the acquisition method of accounting, which requires, among other things, that assets acquired and liabilities assumed be recognized on the balance sheet at their fair values as of the acquisition date. Upon consummation of the Holdco Transaction, we applied the accounting guidance for transactions between entities under common control. In doing so, we recorded the values of assets and liabilities that had been recorded by ETE as reflected below.

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The following table summarizes the assets acquired and liabilities assumed as of the respective acquisition dates:
 
Sunoco(1)
 
Southern Union(2)
Current assets$7,312
 $556
Property, plant and equipment6,686
 6,242
Goodwill2,641
 2,497
Intangible assets1,361
 55
Investments in unconsolidated affiliates240
 2,023
Note receivable821
 
Other assets128
 163
 19,189
 11,536
    
Current liabilities4,424
 1,348
Long-term debt obligations, less current maturities2,879
 3,120
Deferred income taxes1,762
 1,419
Other non-current liabilities769
 284
Noncontrolling interest3,580
 
 13,414
 6,171
Total consideration5,775
 5,365
Cash received2,714
 37
Total consideration, net of cash received$3,061
 $5,328
(1)
4.
Includes amounts recorded with respect to Sunoco Logistics.
(2)
Includes ETP’s acquisition of Citrus.
As a result of the Holdco Transaction, we recognized $38 million of merger-related costs during the year ended December 31, 2012 related to Southern Union. Southern Union’s revenue included in our consolidated statement of operations was approximately $1.26 billion since the acquisition date to December 31, 2012. Southern Union’s net income included in our consolidated statement of operations was approximately $39 million since the acquisition date to December 31, 2012.
Propane Operations
On January 12, 2012, we contributed our propane operations, consisting of HOLP and Titan (collectively, the “Propane Business”) to AmeriGas. We received approximately $1.46 billion in cash and approximately 30 million AmeriGas common units. AmeriGas assumed approximately $71 million of existing HOLP debt. In connection with the closing of this transaction, we entered into a support agreement with AmeriGas pursuant to which we are obligated to provide contingent, residual support of $1.50 billion of intercompany indebtedness owed by AmeriGas to a finance subsidiary that in turn supports the repayment of $1.50 billion of senior notes issued by this AmeriGas finance subsidiary to finance the cash portion of the purchase price.
We have not reflected the Propane Business as discontinued operations as we will have a continuing involvement in this business as a result of the investment in AmeriGas that was transferred as consideration for the transaction.
In June 2012, we sold the remainder of our retail propane operations, consisting of our cylinder exchange business, to a third party. In connection with the contribution agreement with AmeriGas, certain excess sales proceeds from the sale of the cylinder exchange business were remitted to AmeriGas, and we received net proceeds of approximately $43 million.
Sale of Canyon
In October 2012, we sold Canyon for approximately $207 million.  The results of continuing operations of Canyon have been reclassified to loss from discontinued operations and the prior year amounts have been restated to present Canyon’s operations as discontinued operations. A write down of the carrying amounts of the Canyon assets to their fair values was recorded for approximately $132 million during the year ended December 31, 2012.  Canyon was previously included in our midstream segment.

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2011 Transaction
LDH Acquisition
On May 2, 2011, ETP-Regency Midstream Holdings, LLC (“ETP-Regency LLC”), a joint venture owned 70% by the Partnership and 30% by Regency, acquired all of the membership interest in LDH, from Louis Dreyfus Highbridge Energy LLC for approximately $1.98 billion in cash (the “LDH Acquisition”), including working capital adjustments. The Partnership contributed approximately $1.38 billion to ETP-Regency LLC to fund its 70% share of the purchase price. Subsequent to closing, ETP-Regency LLC was renamed Lone Star.
Lone Star owns and operates a natural gas liquids storage, fractionation and transportation business. Lone Star’s storage assets are primarily located in Mont Belvieu, Texas, and its West Texas Pipeline transports NGLs through an intrastate pipeline system that originates in the Permian Basin in west Texas, passes through the Barnett Shale production area in north Texas and terminates at the Mont Belvieu storage and fractionation complex. Lone Star also owns and operates fractionation and processing assets located in Louisiana. The acquisition of LDH by Lone Star expanded the Partnership’s asset portfolio by adding an NGL platform with storage, transportation and fractionation capabilities.
We accounted for the LDH Acquisition using the acquisition method of accounting. Lone Star’s results of operations are included in our NGL transportation and services segment. Regency’s 30% interest in Lone Star is reflected as noncontrolling interest.
Pro Forma Results of Operations
The following unaudited pro forma consolidated results of operations for the years ended December 31, 2012 and 2011 are presented as if the Sunoco Merger, Holdco Transaction and LDH Acquisition had been completed on January 1, 2011.
 Years Ended December 31,
 2012 2011
Revenues$39,136
 $36,169
Net income1,133
 1,027
Net income attributable to partners788
 745
Basic net income per Limited Partner unit$1.33
 $1.24
Diluted net income per Limited Partner unit$1.33
 $1.24
The pro forma consolidated results of operations include adjustments to:
include the results of Lone Star, Southern Union and Sunoco beginning January 1, 2011;
include the incremental expenses associated with the fair value adjustments recorded as a result of applying the acquisition method of accounting;
include incremental interest expense related to the financing of ETP’s proportionate share of the purchase price; and
reflect noncontrolling interest related to ETE’s 60% interest in Holdco during the periods.
The pro forma information is not necessarily indicative of the results of operations that would have occurred had the transactions been made at the beginning of the periods presented or the future results of the combined operations.
4.
ADVANCES TO AND INVESTMENTS IN UNCONSOLIDATED AFFILIATES:AFFILIATES:
Regency
On April 30, 2013, Southern Union completed its contribution to Regency of all of the issued and outstanding membership interest in Southern Union Gathering Company, LLC, and its subsidiaries, including SUGS (see Note 3). The consideration paid by Regency in connection with this transaction included approximately 31.4 million Regency common units, approximately 6.3 million Regency Class F units, the distribution of $463 million in cash to Southern Union, net of closing adjustments, and the payment of $30 million in cash to a subsidiary of ETP. This direct investment in Regency common and Class F units received has been accounted for using the equity method.
The carrying amountvalues of our investmentthe Partnership’s investments in Regency was $1.41 billionunconsolidated affiliates as of December 31, 20132016 and was reflected in our all other segment.2015, were as follows:

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 December 31,
 2016 2015
Citrus$1,729
 $1,739
AmeriGas82
 80
FEP101
 115
MEP318
 660
HPC382
 402
Others428
 466
Total$3,040
 $3,462

Citrus Corp.
On March 26, 2012, ETE consummated the acquisition of Southern Union and, concurrently with the closing of the Southern Union acquisition, CrossCountry, a subsidiary of Southern Union that indirectly owned a 50% interest in Citrus, merged with a subsidiary of ETP and, in connection therewith, ETP paid approximately $1.9 billion in cash and issued $105 million of ETP Common Units (the “Citrus Acquisition”) to a subsidiary of ETE. As a result of the consummation of the Citrus Acquisition, ETP owns CrossCountry, which in turn owns a 50% interest in Citrus. The other 50% interest in Citrus is owned by a subsidiary of Kinder Morgan, Inc.KMI. Citrus owns 100% of FGT, a natural gas pipeline system that originates in Texas and delivers natural gas to the Florida peninsula.
We recorded our investment in Citrus at $2.0 billion, which exceeded our proportionate share of Citrus’ equity by $1.03 billion, all of which is treated as equity method goodwill due to the application of regulatory accounting. The carrying amount of our investment in Citrus was $1.89 billion and $1.98 billion as of December 31, 2013 andAmeriGas
In 2012, respectively, and was reflected in our interstate transportation and storage segment.
AmeriGas Partners, L.P.
As discussed in Note 3, on January 12, 2012, weETP received approximately 29.6 million AmeriGas common units in connection with the contribution of ourits propane operations. On July 12, 2013, weDuring the year ended December 31, 2014, ETP sold 7.518.9 million AmeriGas common units for net proceeds of $346 million, and as of December 31, 2013, we owned 22.1 million AmeriGas common units representing an approximate 24% limited partner interest.
The carrying amount of our investment in AmeriGas was $746 million and $1.02 billion as of December 31, 2013 and 2012, respectively, and was reflected in our all other segment.$814 million. As of December 31, 2013, our investment2016, the Partnership’s remaining interest in AmeriGas reflected $439 million in excess of our proportionate share of AmeriGas’ limited partners’ capital. Of this excess fair value, $184 million is being amortized over a weighted average period of 14 years, and $255 million is being treated as equity method goodwill and non-amortizable intangible assets.
In January 2014, we sold 9.2 million AmeriGas common units for net proceedsconsisted of $381 million. Net proceeds from this sale were used to repay borrowings under3.1 million units held by a wholly-owned captive insurance company and is reflected in the Investment in ETP Credit Facility and general partnership purposes.segment.
FEP
We haveETP has a 50% interest in FEP a 50/50 joint venture with KMP. FEPwhich owns the Fayetteville Express pipeline, an approximately 185-mile natural gas pipeline that originates in Conway County, Arkansas, continues eastward through White County, Arkansas and terminates at an interconnect with Trunkline Gas Company in Panola County, Mississippi. The carrying amount

MEP
ETP owns a 50% interest in MEP, which owns approximately 500 miles of ournatural gas pipeline that extends from Southeast Oklahoma, across Northeast Texas, Northern Louisiana and Central Mississippi to an interconnect with the Transcontinental natural gas pipeline system in Butler, Alabama. ETP evaluated its investment in FEP was $144 million and $159 millionMEP for impairment as of September 30, 2016, based on FASB Accounting Standards Codification 323, Investments - Equity Method and Joint Ventures. Based on commercial discussions with current and potential shippers on MEP regarding the outlook for long-term transportation contract rates, the Partnership concluded that the fair value of its investment was other than temporarily impaired, resulting in a non-cash impairment of $308 million during the year ended December 31, 20132016.
HPC
ETP owns a 49.99% interest in HPC, which, through its ownership of RIGS, delivers natural gas from Northwest Louisiana to downstream pipelines and 2012, respectively, and was reflected in our interstate transportation and storage segment.markets through a 450-mile intrastate pipeline system.
Summarized Financial Information
The following tables present aggregated selected balance sheet and income statement data for our unconsolidated affiliates, FEP,including AmeriGas, Citrus, FEP, HPC and RegencyMEP (on a 100% basis) for all periods presented:
December 31,December 31,
2013 20122016 2015
Current assets$1,372
 $878
$720
 $632
Property, plant and equipment, net12,320
 8,063
9,982
 10,213
Other assets6,478
 2,529
2,618
 2,649
Total assets$20,170
 $11,470
$13,320
 $13,494
      
Current liabilities$1,455
 $1,605
$1,358
 $841
Non-current liabilities10,286
 6,143
7,583
 7,950
Equity8,429
 3,722
4,379
 4,703
Total liabilities and equity$20,170
 $11,470
$13,320
 $13,494

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Years Ended December 31,Years Ended December 31,
2013 2012 20112016 2015 2014
Revenue$6,806
 $4,057
 $3,337
$3,509
 $4,026
 $4,925
Operating income1,043
 635
 681
1,181
 1,302
 1,071
Net income574
 338
 341
602
 807
 577
In addition to the equity method investments described above weour subsidiaries have other equity method investments which are not significant to our consolidated financial statements.



5.
5.
NET INCOME PER LIMITED PARTNER UNIT:UNIT:
Basic net income per limited partner unit is computed by dividing net income, after considering the General Partner’s interest, by the weighted average number of limited partner interests outstanding. Diluted net income per limited partner unit is computed by dividing net income (as adjusted as discussed herein), after considering the General Partner’s interest, by the weighted average number of limited partner interests outstanding and the assumed conversion of our Preferred Units, see Note 7. For the diluted earnings per share computation, income allocable to the limited partners is reduced, where applicable, for the decrease in earnings from ETE’s limited partner unit ownership in ETP or Sunoco LP that would have resulted assuming the incremental units related to ETP’s or Sunoco LP’s equity incentive plans, as applicable, had been issued during the respective periods. Such units have been determined based on the treasury stock method.
A reconciliation of net income and weighted average units used in computing basic and diluted net income per unit is as follows:
  Years Ended December 31,
  2013 2012 2011
Income from continuing operations $735
 $1,757
 $700
Less: Income from continuing operations attributable to noncontrolling interest 296
 62
 28
Income from continuing operations, net of noncontrolling interest 439
 1,695
 672
General Partner’s interest in income from continuing operations 505
 463
 433
Limited Partners’ interest in income (loss) from continuing operations (66) 1,232
 239
Additional earnings allocated (to) from General Partner (2) 1
 1
Distributions on employee unit awards, net of allocation to General Partner (10) (9) (8)
Income (loss) from continuing operations available to Limited Partners $(78) $1,224
 $232
Weighted average Limited Partner units – basic 343.4
 248.3
 207.2
Basic income (loss) from continuing operations per Limited Partner unit $(0.23) $4.93
 $1.12
Dilutive effect of unvested Unit Awards 
 0.7
 0.9
Weighted average Limited Partner units, assuming dilutive effect of unvested Unit Awards 343.4
 249.0
 208.1
Diluted income (loss) from continuing operations per Limited Partner unit $(0.23) $4.91
 $1.12
Basic income (loss) from discontinued operations per Limited Partner unit $0.05
 $(0.50) $(0.02)
Diluted income (loss) from discontinued operations per Limited Partner unit $0.05
 $(0.50) $(0.02)
 Years Ended December 31,
 2016 2015 2014
Income from continuing operations$41
 $1,093
 $1,060
Less: Income (loss) from continuing operations attributable to noncontrolling interest(954) (96) 434
Income from continuing operations, net of noncontrolling interest995
 1,189
 626
Less: General Partner’s interest in income from continuing operations3
 3
 2
Less: Convertible Unitholders’ interest in net income9
 
 
Less: Class D Unitholder’s interest in income from continuing operations
 3
 2
Income from continuing operations available to Limited Partners$983
 $1,183
 $622
Basic Income from Continuing Operations per Limited Partner Unit:     
Weighted average limited partner units1,045.5
 1,062.8
 1,088.6
Basic income from continuing operations per Limited Partner unit$0.94
 $1.11
 $0.58
Basic income from discontinued operations per Limited Partner unit$
 $
 $
Diluted Income from Continuing Operations per Limited Partner Unit:     
Income from continuing operations available to Limited Partners$983
 $1,183
 $622
Dilutive effect of equity-based compensation of subsidiaries, distributions to Class D Unitholder and Convertible Units9
 (2) (2)
Diluted income from continuing operations available to Limited Partners992
 1,181
 620
Weighted average limited partner units1,045.5
 1,062.8
 1,088.6
Dilutive effect of unconverted unit awards and Convertible Units33.1
 1.6
 2.2
Weighted average limited partner units, assuming dilutive effect of unvested unit awards1,078.6
 1,064.4
 1,090.8
Diluted income from continuing operations per Limited Partner unit$0.92
 $1.11
 $0.57
Diluted income from discontinued operations per Limited Partner unit$
 $
 $0.01


6.
DEBT OBLIGATIONS:
Our debt obligations consist of the following:
 December 31,
 2013 2012
ETP Debt   
6.0% Senior Notes due July 1, 2013$
 $350
8.5% Senior Notes due April 15, 2014292
 292
5.95% Senior Notes due February 1, 2015750
 750
6.125% Senior Notes due February 15, 2017400
 400
6.7% Senior Notes due July 1, 2018600
 600
 December 31,
 2016 2015
Parent Company Indebtedness:   
7.50% Senior Notes, due October 15, 2020$1,187
 $1,187
5.875% Senior Notes, due January 15, 20241,150
 1,150
5.50% Senior Notes due June 1, 20271,000
 1,000
ETE Senior Secured Term Loan, due December 2, 20192,190
 2,190
ETE Senior Secured Revolving Credit Facility due December 18, 2018875
 860
Unamortized premiums, discounts and fair value adjustments, net(15) (17)
Deferred debt issuance costs(30) (38)
 6,357
 6,332
    
Subsidiary Indebtedness:   
ETP Debt   
6.125% Senior Notes due February 15, 2017400
 400
2.50% Senior Notes due June 15, 2018650
 650
6.70% Senior Notes due July 1, 2018600
 600
9.70% Senior Notes due March 15, 2019400
 400
9.00% Senior Notes due April 15, 2019450
 450
5.75% Senior Notes due September 1, 2020400
 400
4.15% Senior Notes due October 1, 20201,050
 1,050
6.50% Senior Notes due July 15, 2021500
 500
4.65% Senior Notes due June 1, 2021800
 800
5.20% Senior Notes due February 1, 20221,000
 1,000
5.875% Senior Notes due March 1, 2022900
 900
5.00% Senior Notes due October 1, 2022700
 700
3.60% Senior Notes due February 1, 2023800
 800
5.50% Senior Notes due April 15, 2023700
 700
4.50% Senior Notes due November 1, 2023600
 600
4.90% Senior Notes due February 1, 2024350
 350
7.60% Senior Notes due February 1, 2024277
 277
4.05% Senior Notes due March 15, 20251,000
 1,000
4.75% Senior Notes due January 15, 20261,000
 1,000
8.25% Senior Notes due November 15, 2029267
 267
4.90% Senior Notes due March 15, 2035500
 500
6.625% Senior Notes due October 15, 2036400
 400
7.50% Senior Notes due July 1, 2038550
 550
6.05% Senior Notes due June 1, 2041700
 700
6.50% Senior Notes due February 1, 20421,000
 1,000
5.15% Senior Notes due February 1, 2043450
 450
5.95% Senior Notes due October 1, 2043450
 450
5.15% Senior Notes due March 15, 20451,000
 1,000
6.125% Senior Notes due December 15, 20451,000
 1,000
Floating Rate Junior Subordinated Notes due November 1, 2066546
 545
ETP $3.75 billion Revolving Credit Facility due November 20192,777
 1,362
Unamortized premiums, discounts and fair value adjustments, net(18) (21)
Deferred debt issuance costs(132) (147)
 22,067
 20,633
    
Transwestern Debt   
5.54% Senior Notes due November 17, 2016
 125
5.64% Senior Notes due May 24, 201782
 82
5.36% Senior Notes due December 9, 2020175
 175
5.89% Senior Notes due May 24, 2022150
 150
5.66% Senior Notes due December 9, 2024175
 175

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9.7% Senior Notes due March 15, 2019400
 400
9.0% Senior Notes due April 15, 2019450
 450
4.15% Senior Notes due October 1, 2020700
 
4.65% Senior Notes due June 1, 2021800
 800
5.20% Senior Notes due February 1, 20221,000
 1,000
3.60% Senior Notes due February 1, 2023800
 
4.9% Senior Notes due February 1, 2024350
 
7.6% Senior Notes due February 1, 2024277
 
8.25% Senior Notes due November 15, 2029267
 
6.625% Senior Notes due October 15, 2036400
 400
7.5% Senior Notes due July 1, 2038550
 550
6.05% Senior Notes due June 1, 2041700
 700
6.50% Senior Notes due February 1, 20421,000
 1,000
5.15% Senior Notes due February 1, 2043450
 
5.95% Senior Notes due October 1, 2043450
 
Floating Rate Junior Subordinated Notes due November 1, 2066546
 
ETP $2.5 billion Revolving Credit Facility due October 27, 201765
 1,395
Unamortized premiums, discounts and fair value adjustments, net(34) (14)
 11,213
 9,073
Transwestern Debt   
5.39% Senior Notes due November 17, 201488
 88
5.54% Senior Notes due November 17, 2016125
 125
5.64% Senior Notes due May 24, 201782
 82
5.36% Senior Notes due December 9, 2020175
 175
5.89% Senior Notes due May 24, 2022150
 150
5.66% Senior Notes due December 9, 2024175
 175
6.16% Senior Notes due May 24, 203775
 75
Unamortized premiums, discounts and fair value adjustments, net(1) (1)
 869
 869
Southern Union Debt(1)
   
7.60% Senior Notes due February 1, 202482
 360
8.25% Senior Notes due November 14, 202933
 300
Floating Rate Junior Subordinated Notes due November 1, 206654
 600
Southern Union $700 million Revolving Credit Facility due May 20, 2016
 210
Unamortized premiums, discounts and fair value adjustments, net48
 49
 217
 1,519
Panhandle Debt   
6.05% Senior Notes due August 15, 2013
 250
6.20% Senior Notes due November 1, 2017300
 300
7.00% Senior Notes due June 15, 2018400
 400
8.125% Senior Notes due June 1, 2019150
 150
7.00% Senior Notes due July 15, 202966
 66
Term Loan due February 23, 2015
 455
Unamortized premiums, discounts and fair value adjustments, net107
 136
 1,023
 1,757
    
6.16% Senior Notes due May 24, 203775
 75
Unamortized premiums, discounts and fair value adjustments, net
 (1)
Deferred debt issuance costs(1) (2)
 656
 779
    
Panhandle Debt   
6.20% Senior Notes due November 1, 2017300
 300
7.00% Senior Notes due June 15, 2018400
 400
8.125% Senior Notes due June 1, 2019150
 150
7.60% Senior Notes due February 1, 202482
 82
7.00% Senior Notes due July 15, 202966
 66
8.25% Senior Notes due November 14, 202933
 33
Floating Rate Junior Subordinated Notes due November 1, 206654
 54
Unamortized premiums, discounts and fair value adjustments, net50
 75
 1,135
 1,160
    
Sunoco, Inc. Debt   
5.75% Senior Notes due January 15, 2017400
 400
9.00% Debentures due November 1, 202465
 65
Unamortized premiums, discounts and fair value adjustments, net9
 20
 474
 485
    
Sunoco Logistics Debt   
6.125% Senior Notes due May 15, 2016
 175
5.50% Senior Notes due February 15, 2020250
 250
4.40% Senior Notes due April 1, 2021600
 600
4.65% Senior Notes due February 15, 2022300
 300
3.45% Senior Notes due January 15, 2023350
 350
4.25% Senior Notes due April 1, 2024500
 500
5.95% Senior Notes due December 1, 2025400
 400
3.90% Senior Notes due July 15, 2026550
 
6.85% Senior Notes due February 15, 2040250
 250
6.10% Senior Notes due February 15, 2042300
 300
4.95% Senior Notes due January 15, 2043350
 350
5.30% Senior Notes due April 1, 2044700
 700
5.35% Senior Notes due May 15, 2045800
 800
Sunoco Logistics $2.50 billion Revolving Credit Facility due March 20201,292
 562
Sunoco Logistics $1.0 billion 364-Day Credit Facility due December 2017(1)
630
 
Unamortized premiums, discounts and fair value adjustments, net75
 85
Deferred debt issuance costs(34) (32)
 7,313
 5,590
    
Bakken Project Debt   
Bakken Project $2.50 billion Credit Facility due August 20191,100
 
Deferred debt issuance costs(13) 
 1,087
 
PennTex Debt   
PennTex $275 million Revolving Credit Facility due December 2019168
 
    
Sunoco LP Debt   
5.50% Senior Notes Due August 1, 2020600
 600
6.375% Senior Notes due April 1, 2023800
 800
6.25% Senior Notes due April 15, 2021800
 
Sunoco LP $1.50 billion Revolving Credit Facility due September 25, 20191,000
 450
Sunoco LP Term Loan due October 1, 20191,243
 
Lease-related obligations118
 126
Deferred debt issuance costs(47) (18)
 4,514
 1,958

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Sunoco Debt   
4.875% Senior Notes due October 15, 2014250
 250
9.625% Senior Notes due April 15, 2015250
 250
5.75% Senior Notes due January 15, 2017400
 400
9.00% Debentures due November 1, 202465
 65
Unamortized premiums, discounts and fair value adjustments, net70
 104
 1,035
 1,069
Sunoco Logistics Debt   
8.75% Senior Notes due February 15, 2014(2)
175
 175
6.125% Senior Notes due May 15, 2016175
 175
5.50% Senior Notes due February 15, 2020250
 250
4.65% Senior Notes due February 15, 2022300
 300
3.45% Senior Notes due January 15, 2023350
 
6.85% Senior Notes due February 15, 2040250
 250
6.10% Senior Notes due February 15, 2042300
 300
4.95% Senior Notes due January 15, 2043350
 
Sunoco Logistics $200 million Revolving Credit Facility due August 21, 2014
 26
Sunoco Logistics $35 million Revolving Credit Facility due April 30, 201535
 20
Sunoco Logistics $350 million Revolving Credit Facility due August 22, 2016
 93
Sunoco Logistics $1.50 billion Revolving Credit Facility due November 1, 2018200
 
Unamortized premiums, discounts and fair value adjustments, net118
 143
 2,503
 1,732
Note Payable to ETE
 166
Other228
 32
 17,088
 16,217
Less: current maturities637
 609
 $16,451
 $15,608
    
Other31
 31
 43,802
 36,968
Less: current maturities1,194
 131
 $42,608
 $36,837
(1)
In connection with the Panhandle Merger, Southern Union’s debt obligations were assumed by Panhandle.
(2)
Sunoco Logistics’ 8.75% Senior Notes due February 15, 2014$1.0 billion 364-Day Credit Facility, including its $630 million term loan, were classified as long-term debt as of December 31, 2016 as Sunoco Logistics repaid these notes in February 2014 withhas the ability and intent to refinance such borrowings under its $1.50 billion credit facility due November 2018.on a long-term basis.
The following table reflects future maturities of long-term debt for each of the next five years and thereafter. These amounts exclude $308$156 million in unamortized net premiums, and fair value adjustments:adjustments and deferred debt issuance costs, net:
2014 $812
2015 1,047
2016 375
2017 1,220
$1,817
2018 1,205
2,530
20199,483
20204,960
20212,706
Thereafter 12,121
22,462
Total $16,780
$43,958
Long-term debt reflected on our consolidated balance sheets includes fair value adjustments related to interest rate swaps, which represent fair value adjustments that had been recorded in connection with fair value hedge accounting prior to the termination of the interest rate swap.
Notes and Debentures
ETE Senior Notes
The ETE Senior Notes are the Parent Company’s senior obligations, ranking equally in right of payment with our other existing and future unsubordinated debt and senior to any of its future subordinated debt. The Parent Company’s obligations under the ETE Senior Notes are secured on a first-priority basis with its obligations under the Revolver Credit Agreement and the ETE Term Loan Facility, by a lien on substantially all of the Parent Company’s and certain of its subsidiaries’ tangible and intangible assets, subject to certain exceptions and permitted liens. The ETE Senior Notes are not guaranteed by any of the Parent Company’s subsidiaries.
The covenants related to the ETE Senior Notes include a limitation on liens, a limitation on transactions with affiliates, a restriction on sale-leaseback transactions and limitations on mergers and sales of all or substantially all of the Parent Company’s assets.
As discussed above, the Parent Company’s outstanding senior notes are collateralized by its interests in certain of its subsidiaries. SEC Rule 3-16 of Regulation S-X (“Rule 3-16”) requires a registrant to file financial statements for each of its affiliates whose securities constitute a substantial portion of the collateral for registered securities. The Parent Company’s limited partner interests in ETP constitute substantial portions of the collateral for the Parent Company’s outstanding senior notes; accordingly, financial statements of ETP are required under Rule 3-16 to be included in this Annual Report on Form 10-K and have been included herein.
The Parent Company’s interests in ETP GP and ETE Common Holdings, LLC, (collectively, the “Non-Reporting Entities”) also constitute substantial portions of the collateral for the Parent Company’s outstanding senior notes. Accordingly, the financial statements of the Non-Reporting Entities would be required under Rule 3-16 to be included in the Parent Company’s Annual Report on Form 10-K. None of the Non-Reporting Entities has substantive operations of its own; rather, each of the Non-Reporting Entities holds only direct or indirect interests in ETP and/or the consolidated subsidiaries of ETP. Following is a summary of the interests held by each of the Non-Reporting Entities, as well as a summary of the significant differences between each of the Non-Reporting Entities compared to ETP:
ETP GP owns 100% of the general partner interest in ETP. ETP GP does not own limited partner interests in ETP; therefore, the limited partner interests in ETP, which had a carrying value of $18.43 billion and $20.53 billion as of December 31, 2016 and 2015, respectively, would be reflected as noncontrolling interests on ETP GP’s balance sheets. Likewise, ETP’s income (loss) attributable to limited partners (including common unitholders, Class H

unitholders and Class I unitholders) of $(651) million, $334 million and $823 million for the years ended December 31, 2016, 2015 and 2014, respectively, would be reflected as income attributable to noncontrolling interest in ETP GP’s statements of operations.
As of December 31, 2014, ETE Common Holdings, LLC (“ETE Common Holdings”) owned 5.2 million ETP Common Units, representing approximately 1.5% of the total outstanding ETP Common Units, and 50.2 million ETP Class H Units, representing 100% of the total outstanding ETP Class H Units. ETE Common Holdings also owned 30.9 million Regency Common Units, representing approximately 7.5% of the total outstanding Regency Common Units; ETE Common Holdings’ interest in Regency was acquired in 2014. During 2015, all of the units held by ETE Common Holdings were redeemed by ETP. ETE Common Holdings does not own the general partner interests in ETP; therefore, the financial statements of ETE Common Holdings would only reflect equity method investments in ETP. The carrying values of ETE Common Holdings’ investments in ETP was $1.72 billion as of December 31, 2014, and ETE Common Holdings’ equity in earnings from its investments in ETP was $292 million for the year ended December 31, 2014.
ETP’s general partner interest, Common Units and Class H Units are reflected separately in ETP’s financial statements. As a result, the financial statements of the Non-Reporting Entities would substantially duplicate information that is available in the financial statements of ETP. Therefore, the financial statements of the Non-Reporting Entities have been excluded from this Annual Report on Form 10-K.
ETP as Co-Obligor of Sunoco, Inc. Debt
In connection with the Sunoco Merger and ETP Holdco Transaction, ETP became a co-obligor on approximately $965 million of aggregate principal amount of Sunoco’sSunoco, Inc.’s existing senior notes and debentures.

S - 43

Table The balance of Contentsthese notes was $465 million as of December 31, 2016, and $400 million matured and was repaid in January 2017.
Panhandle Junior Subordinated Notes

The interest rate on the remaining portion of Panhandle’s junior subordinated notes due 2066 is a variable rate based upon the three-month LIBOR rate plus 3.0175%. The balance of the variable rate portion of the junior subordinated notes was $54 million at an effective interest rate of 3.77% at December 31, 2016.
ETP Senior Notes Offerings
In January 2017, ETP issued $600 million aggregate principal amount of 4.20% senior notes due April 2027 and $900 million aggregate principal amount of 5.30% senior notes due April 2047. ETP used the $1.48 billion net proceeds from the offering to refinance current maturities and to repay borrowings outstanding under the ETP Credit Facility.
The ETP Senior Notessenior notes were registered under the Securities Act of 1933 (as amended). The PartnershipETP may redeem some or all of the ETP Senior Notessenior notes at any time, or from time to time, pursuant to the terms of the indenture and related indenture supplements related to the ETP Senior Notes.senior notes. The balance is payable upon maturity. Interest on the ETP Senior Notessenior notes is paid semi-annually.
The ETP Senior Notessenior notes are unsecured obligations of the PartnershipETP and the obligation of the PartnershipETP to repay the ETP Senior Notessenior notes is not guaranteed by us or any of the Partnership’sETP’s subsidiaries. As a result, the ETP Senior Notessenior notes effectively rank junior to any future indebtedness of ours or our subsidiaries that is both secured and unsubordinated to the extent of the value of the assets securing such indebtedness, and the ETP Senior Notessenior notes effectively rank junior to all indebtedness and other liabilities of our existing and future subsidiaries.
Transwestern Senior Notes
The Transwestern senior notes are payableredeemable at any time in whole or pro rata in part, subject to a premium or upon a change of control event or an event of default, as defined. The balance is payable upon maturity. Interest is paidpayable semi-annually.
Note Payable – ETESunoco Logistics Senior Notes Offerings
On March 26, 2012, Southern Union received $221In July 2016, Sunoco Logistics issued $550 million from ETE to pay certain expensesaggregate principal amount of 3.90% senior notes due in connection with the Merger, including (i) payments made to employees related to outstanding awards of stock options, stock appreciation rights and RSUs; and (ii) payments to certain executives under applicable employment or change in control agreements, which provided for compensation when their employment was terminated in connection with a change in control.  In connection with the receipt of the $221 million from ETE, on March 26, 2012, Southern Union entered into an interest-bearing promissory note payable due on or before March 25, 2013.July 2026. The interest rate under the promissory note was 3.25% and accrued interest was payable monthly in arrears. A payment of $55 million to ETE was made in May 2012, and the outstanding balance of $166 million was assumed by Holdco as of December 31, 2012 and the maturity date of the note payable was extended to January 22, 2014. The note payable outstanding was paid in 2013.
Southern Union Junior Subordinated Notes
The interest rate on the remaining portion of Southern Union’s $600 million Junior Subordinated Notes due 2066 is a variable rate based upon the three-month LIBOR rate plus 3.0175%. The balance of the variable rate portion of the Junior Subordinated Notes was $600 million at an effective interest rate of 3.32% at December 31, 2013.
Panhandle Term Loans
A portion of thenet proceeds from ETP’s September 2013 Senior Notes Offering, as discussed below, wasthis offering were used to repay $455 million inoutstanding credit facility borrowings outstanding under the LNG Holdings term loan due February 2015.and for general partnership purposes.
January 2013Sunoco LP Senior Notes Offerings
In January 2013, ETPApril 2016, Sunoco LP issued $800 million aggregate principal amount of 3.6%6.25% Senior Notes due 2021. The net proceeds of $789 million were used to repay a portion of the borrowings under its term loan facility.

Term Loans, Credit Facilities and Commercial Paper
ETE Term Loan Facility
As of December 31, 2016, the Parent Company had outstanding a Senior Secured Term Loan Agreement, dated as of March 5, 2015, both with scheduled maturities on December 2, 2019. In connection with the Parent Company’s entry into a Senior Secured Term loan Agreement on February 20232, 2017, as discussed below, the Parent Company terminated both agreements.
On February 2, 2017, the Partnership entered into a Senior Secured Term Loan Agreement (the “Term Credit Agreement”) with Credit Suisse AG, Cayman Islands Branch, as administrative agent, and $450 millionthe other lenders party thereto. The Term Credit Agreement has a scheduled maturity date of February 2, 2024, with an option for the Parent Company to extend the term subject to the terms and conditions set forth therein. The Term Credit Agreement contains an accordion feature, under which the total commitments may be increased, subject to the terms thereof.
Pursuant to the Term Credit Agreement, the Term Lenders have provided senior secured financing in an aggregate principal amount of 5.15% Senior Notes due February 2043.$2.2 billion (the “Term Loan Facility”). The Parent Company is not required to make any amortization payments with respect to the term loans under the Term Credit Agreement. Under certain circumstances and subject to certain reinvestment rights, the Parent Company is required to prepay the term loan in connection with dispositions of (a) IDRs in (i) prior to the consummation of the MLP Merger, ETP used, and (ii) upon and after the consummation of the MLP Merger, Sunoco Logistics ; or (b) equity interests of any person which owns, directly or indirectly, IDRs in (i) prior to the consummation of the MLP Merger, ETP, and (ii) upon and after the consummation of the MLP Merger, Sunoco Logistics, in each case, with a percentage ranging from 50% to 75% of such net proceeds in excess of $1.24 billion from$50 million.
Under the offeringTerm Credit Agreement, the obligations of the Parent Company are secured by a lien on substantially all of the Parent Company’s and certain of its subsidiaries’ tangible and intangible assets including (i) approximately 18.4 million common units representing limited partner interests in ETP and approximately 81.0 million Class H units of ETP owned by the Partnership; and (ii) the Partnership’s 100% equity interest in Energy Transfer Partners, L.L.C. and Energy Transfer Partners GP, L.P., through which the Partnership indirectly holds all of the outstanding general partnership interests and IDRs in, immediately prior to repaythe consummation of the MLP Merger, ETP and, immediately after the consummation of the MLP Merger, Sunoco Logistics. The Term Loan Facility initially is not guaranteed by any of the Partnership’s subsidiaries.
Interest accrues on advances at a LIBOR rate or a base rate, based on the election of the Parent Company for each interest period, plus an applicable margin. The applicable margin for LIBOR rate loans is 2.75% and the applicable margin for base rate loans is 1.75%. Proceeds of the borrowings under the Term Credit Agreement were used to refinance amounts outstanding under the ETPParent Company’s existing term loan facilities and to pay transaction fees and expenses related to the Term Loan Facility and other transactions incidental thereto.
ETE Revolving Credit Facility
The Parent Company has the Revolver Credit Agreement which has a scheduled maturity date of December 2, 2018, with an option for the Parent Company to extend the term subject to the terms and for general partnership purposes.conditions set forth therein.
In January 2013, Sunoco Logistics issued $350 millionPursuant to the Revolver Credit Agreement, the lenders have committed to provide advances up to an aggregate principal amount of 3.45% Senior Notes due January 2023 and $350 million$1.50 billion at any one time outstanding. The Revolver Credit Agreement contains an accordion feature, under which the total commitments may be increased, subject to the terms thereof.
As part of the aggregate principal amount of 4.95% Senior Notes due January 2043. Sunoco Logistics’ used the net proceeds of $691 million from the offering to repay borrowings outstandingcommitments under the Sunoco Logistics’facility, the Revolver Credit FacilitiesAgreement provides for letters of credit to be issued at the request of the Parent Company in an aggregate amount not to exceed a $150 million sublimit.
Under the Revolver Credit Agreement, the obligations of the Parent Company are secured by a lien on substantially all of the Parent Company’s and for general partnership purposes.
September 2013 Senior Notes Offering
In September 2013, ETP issued $700 million aggregate principal amountcertain of 4.15% Senior Notes due October 2020, $350 million aggregate principal amount of 4.90% Senior Notes due February 2024its subsidiaries’ tangible and $450 million aggregate principal amount of 5.95% Senior Notes due October 2043. ETP used the net proceeds of $1.47 billion from the offering to repay $455 million in borrowings outstandingintangible assets. Borrowings under the term loan of Panhandle’s wholly-owned subsidiary, Trunkline LNG Holdings, LLC, to repay borrowings outstanding under the ETPRevolver Credit Facility and for general partnership purposes.

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Note Exchange
On June 24, 2013, ETP completed the exchange of approximately $1.09 billion aggregate principal amount of Southern Union’s outstanding senior notes, comprising 77%Agreement are not guaranteed by any of the principalParent Company’s subsidiaries.
Interest accrues on advances at a LIBOR rate or a base rate, based on the election of the Parent Company for each interest period, plus an applicable margin. The issuing fees for all letters of credit are also based on an applicable margin. The applicable margin used in connection with interest rates and fees is based on the then applicable leverage ratio of the Parent Company. The applicable margin for LIBOR rate loans and letter of credit fees ranges from 1.75% to 2.50% and the applicable margin for base rate loans ranges from 0.75% to 1.50%. The Parent Company will also pay a commitment fee based on its leverage ratio on the actual daily unused amount of the 7.6% Senior Notes due 2024, 89% of the principal amount of the 8.25% Senior Notes due 2029 and 91% of the principal amount of the Junior Subordinated Notes due 2066.  These notes were exchanged for new notes issued by ETP with the same coupon rates and maturity dates.  In conjunction with this transaction, Southern Union entered into intercompany notes payable to ETP, which provide for the reimbursement by Southern Union of ETP’s payments under the newly issued notes.aggregate commitments.
Credit Facilities
ETP Credit Facility
The ETP Credit Facility allows for borrowings of up to $2.5$3.75 billion and expires in October 2017.matures on November 18, 2019. The indebtedness under the ETP Credit Facility is unsecured, andis not guaranteed by any of the Partnership’s subsidiaries and has equal rights to holders of our current and future unsecured debt. The indebtedness under the ETP Credit Facility has the same priority of payment as our other current and future unsecured debt. We use the ETP Credit Facility to provide temporary financing for our growth projects, as well as for general partnership purposes.
In November 2013, we amended the ETP Credit Facility to, among other things, (i) extend the maturity date for one additional year to October 2017, (ii) remove the restriction prohibiting unrestricted subsidiaries from owning debt or equity interests in ETP or any restricted subsidiaries of ETP, (iii) amend the covenant limiting fundamental changes to remove the restrictions on mergers or other consolidations of restricted subsidiaries of ETP and to permit ETP to merge with another person and not be the surviving entity provided certain requirements are met, and (iv) amend certain other provisions more specifically set forth in the amendment.
As of December 31, 2013,2016, the ETP Credit Facility had $65 million$2.78 billion outstanding, and the amount available for future borrowings was $2.34 billion$813 million after taking into account letters of credit of $93$160 million and commercial paper of $777 million. The weighted average interest rate on the total amount outstanding as of December 31, 20132016 was 1.67%2.20%.
Southern Union Credit Facility
Proceeds from the SUGS Contribution were used to repay borrowings under the Southern Union Credit Facility and the facility was terminated.
Sunoco Logistics Credit Facilities
In November 2013, Sunoco Logistics replaced its existing $350 million and $200 million unsecured credit facilities withmaintains a new $1.50$2.50 billion unsecured revolving credit facilityagreement (the “$1.50 billion“Sunoco Logistics Credit Facility”)., which matures in March 2020. The $1.50 billionSunoco Logistics Credit Facility contains an accordion feature, under which the total aggregate commitment may be extendedincreased to $2.25$3.25 billion under certain conditions. Outstanding borrowings under the $350 million and $200 million credit facilities of $119 million at December 31, 2012 were repaid during the first quarter of 2013.
The $1.50 billionSunoco Logistics Credit Facility which matures in November 2018, is available to fund Sunoco Logistics’ working capital requirements, to finance acquisitions and capital projects, to pay distributions and for general partnership purposes. The $1.50 billionSunoco Logistics Credit Facility bears interest at LIBOR or the Base Rate, based on Sunoco Logistics’ election for each interest period, plus an applicable margin. The credit facility may be prepaid at any time. OutstandingAs of December 31, 2016, the Sunoco Logistics Credit Facility had $1.29 billion of outstanding borrowings, under thiswhich included commercial paper of $50 million. The weighted average interest rate on the total amount outstanding as of December 31, 2016 was 1.76%.
In December 2016, Sunoco Logistics entered into an agreement for a 364-day maturity credit facility were $200("364-Day Credit Facility"), due to mature in December 2017, with a total lending capacity of $1.00 billion, including a $630 million atterm loan. The terms of the 364-Day Credit Facility are similar to those of the $2.50 billion Sunoco Logistics Credit Facility, including limitations on the creation of indebtedness, liens and financial covenants. The 364-Day Credit Facility is expected to be terminated and repaid in connection with the completion of the ETP and Sunoco Logistics merger.
Bakken Credit Facility
In August 2016, ETP, Sunoco Logistics and Phillips 66 announced the completion of the project-level financing of the Dakota Access Pipeline and Energy Transfer Crude Oil Pipeline projects (collectively, the “Bakken Pipeline”). The $2.50 billion credit facility is anticipated to provide substantially all of the remaining capital necessary to complete the projects and matures in August 2019 (the “Bakken Credit Facility”). As of December 31, 2013.2016, the Bakken Credit Facility had $1.10 billion of outstanding borrowings. The weighted average interest rate on the total amount outstanding as of December 31, 2016 was 2.13%.
West Texas Gulf Pipe Line Company,PennTex Revolving Credit Facility
On December 19, 2014, PennTex entered into a subsidiary of Sunoco Logistics, has a $35 millionsenior secured revolving credit facility with Royal Bank of Canada, as administrative agent, and a syndicate of lenders that became effective upon the closing of PennTex’s initial public offering and matures in December 2019 (the “PennTex Revolving Credit Facility”). The agreement provides for a $275 million commitment that is expandable up to $400 million under certain conditions. The funds have been used for general purposes, including the funding of capital expenditures. PennTex’s assets have been pledged as collateral for this credit facility.
As of December 31, 2016, PennTex had $106 million of available borrowing capacity under the PennTex Revolving Credit Facility. As of December 31, 2016, the weighted average interest rate on outstanding borrowings was 2.90%.
Sunoco LP Term Loan
In March 2016, Sunoco LP entered into a term loan agreement which expiresprovides secured financing in an aggregate principal amount of up to $2.035 billion due 2019. Amounts borrowed under the term loan bear interest at either LIBOR or base rate, based on Sunoco LP’s election for each interest period, plus an applicable margin. The proceeds were used to fund a portion of the ETP dropdown and to pay fees and expenses incurred in connection with the ETP dropdown and the term loan. In December, 2016, Sunoco LP entered into an amendment to the term loan to, among other matters, increase the maximum applicable margin for LIBOR rate loans, increase the maximum ratio of funded debt, and add new obligations to maintain a maximum ratio of secured funded debt to EBITDA of the Sunoco LP. As of December 31, 2016, the balance on the term loan was $1.24 billion. In January 2017, Sunoco LP entered into a limited waiver to its term loan, under which the agents and

lenders party thereto waived and deemed remedied the miscalculations of Sunoco LP’s leverage ratio as set forth in its previously delivered compliance certificates and the resulting failure to pay incremental interest owed under the term loan.
Sunoco LP Credit Facility
Sunoco LP maintains a $1.50 billion revolving credit agreement, which was amended in April 2015. The facility is available2015 from the initially committed amount of $1.25 billion and matures in September 2019. As of December 31, 2016, the Sunoco LP Credit Facility had $1.00 billion of outstanding borrowings. In January 2017, Sunoco LP entered into a limited waiver to fund West Texas Gulf’s general corporate purposes including working capital and capital expenditures. Outstanding borrowings under thisits revolving credit facility, were $35 million at December 31, 2013.under which the agents and lenders party thereto waived and deemed remedied the miscalculations of Sunoco LP’s leverage ratio as set forth in its previously delivered compliance certificates and the resulting failure to pay incremental interest owed under the revolving credit facility.
Covenants Related to Our Credit Agreements
Covenants Related to the Parent Company
The Term Loan Facility and ETE Revolving Credit Facility contain customary representations, warranties, covenants and events of default, including a change of control event of default and limitations on incurrence of liens, new lines of business, merger, transactions with affiliates and restrictive agreements.
The Term Loan Facility and ETE Revolving Credit Facility contain financial covenants as follows:
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.
Covenants Related to ETP
The agreements relating to the ETP Senior Notessenior notes contain restrictive covenants customary for an issuer with an investment-grade rating from the rating agencies, which covenants include limitations on liens and a restriction on sale-leaseback transactions.

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The credit agreement relating to the ETP Credit Facility contains covenants that limit (subject to certain exceptions) the Partnership’s and certain of the Partnership’s subsidiaries’ ability to, among other things: 
incur indebtedness;
grant liens;
enter into mergers;
dispose of assets;
make certain investments;
make Distributions (as defined in such credit agreement)the ETP Credit Facility) during certain Defaults (as defined in such credit agreement)the ETP Credit Facility) and during any Event of Default (as defined in such credit agreement)the ETP Credit Facility);
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.
The credit agreement relating to the ETP Credit Facility also contains a financial covenant that provides that the Leverage Ratio, as defined in the ETP Credit Facility, shall not exceed 5.0 to 1 as of the end of each quarter, with a permitted increase to 5.5 to 1 during a Specified Acquisition Period, as defined in the ETP Credit Facility.
The agreements relating to the Transwestern senior notes contain certain restrictions that, among other things, limit the incurrence of additional debt, the sale of assets and the payment of dividends and specify a maximum debt to capitalization ratio.

Failure to comply with the various restrictive and affirmative covenants of our revolving credit facilities could require us to pay debt balances prior to scheduled maturity and could negatively impact the Operating Companies’ ability to incur additional debt and/or our ability to pay distributions.
Covenants Related to Southern UnionPanhandle
Southern UnionPanhandle is not party to any lending agreement that would accelerate the maturity date of any obligation due to a failure to maintain any specific credit rating, nor would a reduction in any credit rating, by itself, cause an event of default under any of Southern Union’sPanhandle’s lending agreements. Financial covenants exist in certain of Southern Union’sPanhandle’s debt agreements that require Southern UnionPanhandle to maintain a certain level of net worth, to meet certain debt to total capitalization ratios and to meet certain ratios of earnings before depreciation, interest and taxes to cash interest expense. A failure by Southern UnionPanhandle to satisfy any such covenant would give rise to an event of default under the associated debt, which could become immediately due and payable if Southern UnionPanhandle did not cure such default within any permitted cure period or if Southern UnionPanhandle did not obtain amendments, consents or waivers from its lenders with respect to such covenants.
Southern Union’sPanhandle’s restrictive covenants include restrictions on debt levels, restrictions on liens securing debt and guarantees, restrictions on mergers and on the sales of assets, capitalization requirements, dividend restrictions, cross default and cross-acceleration and prepayment of debt provisions. A breach of any of these covenants could result in acceleration of Southern Union’sPanhandle’s debt and other financial obligations and that of its subsidiaries.
In addition, Southern UnionPanhandle and/or its subsidiaries are subject to certain additional restrictions and covenants. These restrictions and covenants include limitations on additional debt at some of its subsidiaries; limitations on the use of proceeds from borrowing at some of its subsidiaries; limitations, in some cases, on transactions with its affiliates; limitations on the incurrence of liens; potential limitations on the abilities of some of its subsidiaries to declare and pay dividends and potential limitations on some of its subsidiaries to participate in Southern Union’sPanhandle’s cash management program; and limitations on Southern Union’sPanhandle’s ability to prepay debt.
Covenants Related to Sunoco Logistics
The Sunoco Logistics’ $1.50Logistics $2.50 billion credit facilityCredit Facility contains various covenants, including limitations on the creation of indebtedness and liens, and other covenants related to the operation and conduct of the business of Sunoco Logistics and its subsidiaries. The credit facilitySunoco Logistics Credit Facility also limits Sunoco Logistics, on a rolling four-quarter basis, to a maximum total consolidated debtConsolidated Funded Indebtedness to consolidated AdjustedConsolidated EBITDA ratio, each as defined in the underlying credit agreement,Sunoco Logistics Credit Facility, of 5.0 to 1, which can generally be increased to 5.5 to 1 during an acquisition period. Sunoco Logistics’ ratio of total consolidated debt,Consolidated Funded Indebtedness, excluding net unamortized

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fair value adjustments, to consolidated AdjustedConsolidated EBITDA was 2.84.4 to 1 at December 31, 2013,2016, as calculated in accordance with the credit agreements.
Covenants Related to Bakken Credit Facility
The $35 million credit facility limits West Texas Gulf,Bakken Credit Facility contains standard and customary covenants for a financing of this type, subject to materiality, knowledge and other qualifications, thresholds, reasonableness and other exceptions. These standard and customary covenants include, but are not limited to:
prohibition of certain incremental secured indebtedness;
prohibition of certain liens / negative pledge;
limitations on a rolling four-quarter basis, touses 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.
A restricted payment covenant is also included in the Bakken Credit Facility which requires a minimum fixed chargehistoric debt service coverage ratio as defined in the underlying credit agreement. The ratio for the fiscal quarter ending December 31, 2013 shall(“DSCR”) of not be less than 1.00 to 1. The minimum ratio fluctuates between 0.801.20 to 1 and 1.00 to 1 throughout(the “Minimum Historic DSCR”) with respect each 12-month period following the termcommercial in-service date of the revolverDakota Access and ETCO Project in order to make certain restricted payments thereunder.

Covenants Related to PennTex
The PennTex Revolving Credit Facility contains various covenants and restrictive provisions that, among other things, limit or restrict PennTex’s ability to incur or guarantee additional debt, incur certain liens on assets, dispose of assets, make certain distributions (including distributions from available cash, if a default or event of default under the credit agreement then exists or would result from making such a distribution), change the nature of PennTex’s business, engage in certain mergers or make certain investments and acquisitions, enter into non-arm’s-length transactions with affiliates and designate certain subsidiaries of PennTex as specified in“Unrestricted Subsidiaries” for purposes of the credit agreement. In addition,Currently, no subsidiaries have been designated as Unrestricted Subsidiaries. PennTex is required to comply with a minimum consolidated interest coverage ratio of 2.50x and a maximum consolidated leverage ratio of 4.75x under the PennTex Revolving Credit Facility.
The borrowed amounts accrue interest at a LIBOR rate or a base rate, based on PennTex’s election for each interest period, plus an applicable margin. The applicable margin used in connection with the interest rates and fees is based on the then applicable Consolidated Total Leverage Ratio (as defined therein). The applicable margin for LIBOR rate loans and letter of credit fees range from 2.00% and 3.25% based on the Consolidated Total Leverage Ratio and the applicable margin for ABR loans ranges from 1.00% to 2.25% based on the Consolidated Total Leverage Ratio. The unused portion of the credit facility limits West Texas Gulfis subject to a maximumcommitment fee, which is based on the Consolidated Total Leverage Ratio and ranges from 0.35% to 0.50% multiplied by the amount of the unused commitment.
Covenants Related to Sunoco LP
The Sunoco LP Credit Facilities contain various customary representations, warranties, covenants and events of default, including a change of control event of default, as defined therein. The Sunoco LP Credit Facilities  require Sunoco LP to maintain a leverage ratio (as defined therein) of 2.00 to 1. West Texas Gulf’s fixed charge coverage ratio and leverage ratio were 1.12 to 1 and 0.88 to 1, respectively, atnot more than (a) as of the last day of each fiscal quarter through December 31, 2013.2017, 6.75 to 1.0, (b) as of March 31, 2018, 6.5 to 1.0, (c) as of June 30, 2018, 6.25 to 1.0, (d) as of September 30, 2018, 6.0 to 1.0, (e) as of December 31, 2018, 5.75 to 1.0 and (f) thereafter, 5.5 to 1.0 (in the case of the quarter ending March 31, 2019 and thereafter, subject to increases to 6.0 to 1.0 in connection with certain specified acquisitions in excess of $50 million, as permitted under the Credit Facilities.  Indebtedness under the Credit Facilities is secured by a security interest in, among other things, all of Sunoco LP’s present and future personal property and all of the present and future personal property of its guarantors, the capital stock of its material subsidiaries (or 66% of the capital stock of material foreign subsidiaries), and any intercompany debt. Upon the first achievement by Sunoco LP of an investment grade credit rating, all security interests securing borrowings under the Credit Facilities will be released.
Compliance With Our Covenants
Failure to comply with the various restrictive and affirmative covenants of our revolving credit facilities and note agreements could require us or our subsidiaries to pay debt balances prior to scheduled maturity and could negatively impact the subsidiaries ability to incur additional debt and/or our ability to pay distributions.
We and our subsidiaries are required to assess compliance quarterly and were in compliance with all requirements, tests, limitations, and covenants related to our debt agreements as of December 31, 2013.2016.
7.
REDEEMABLE PREFERRED UNITS:
The ETP Preferred Units are mandatorily redeemable on September 2, 2029 for $35 million plus all accrued but unpaid distributions and interest thereon and are reflected as long-term liabilities in our consolidated balance sheets. The ETP Preferred Units are entitled to a preferential quarterly cash distribution of $0.445 per ETP Preferred Unit if outstanding on the record dates of ETP’s common unit distributions. Holders of the ETP Preferred Units can elect to convert the ETP Preferred Units to ETP Common Units at any time in accordance with ETP’s partnership agreement. The number of ETP common units issuable upon conversion of the ETP Preferred Units is equal to the issue price of $18.30, plus all accrued but unpaid distributions and interest thereon, divided by the conversion price of $44.37. As of December 31, 2016, the ETP Preferred Units were convertible into 0.9 million ETP Common Units.
In January 2017, ETP repurchased all of its 1.9 million outstanding Series A Preferred Units for cash in the aggregate amount of $53 million.

8.EQUITY:
Limited Partner Units
Limited partner interests in the Partnership are represented by Common Class E Units, Class G Units and Class H Units that entitle the holders thereof to the rights and privileges specified in the Partnership Agreement. The Partnership’s Common Units are registered under the Securities Exchange Act of 1934 (as amended) and are listed for trading on the NYSE. Each holder of a Common Unit is entitled to one vote per unit on all matters presented to the Limited Partners for a vote. In addition, if at any time any person or group (other than the Partnership’s General Partner and its affiliates) owns beneficially 20% or more of all Common Units, any Common Units owned by that person or group may not be voted on any matter and are not considered to be outstanding when sending notices of a meeting of Unitholders (unless otherwise required by law), calculating required votes, determining the presence of a quorum or for other similar purposes under the Partnership Agreement. The Common Units are entitled to distributions of Available Cash as described below under “Parent Company Quarterly Distributions of Available Cash.”
As of December 31, 2013,2016, there were issued and outstanding 333.8 million1.05 billion Common Units representing an aggregate 99.3% Limited Partner97.71% limited partner interest in us. Therethe Partnership.
Our Partnership Agreement contains specific provisions for the allocation of net earnings and losses to the partners for purposes of maintaining the partner capital accounts. For any fiscal year that the Partnership has net profits, such net profits are also 8.9 million Class E Unitsfirst allocated to the General Partner until the aggregate amount of net profits for the current and 90.7 million Class G Units outstanding that are reported as treasury units, which units are entitledall prior fiscal years equals the aggregate amount of net losses allocated to receive distributionsthe General Partner for the current and all prior fiscal years. Second, such net profits shall be allocated to the Limited Partners pro rata in accordance with their terms. There are also 50.2 million Class H Units outstanding representingrespective sharing ratios. For any fiscal year in which the Partnership has net losses, such net losses shall be first allocated to the Limited Partners in proportion to their respective adjusted capital account balances, as defined by the Partnership Agreement, (before taking into account such net losses) until their adjusted capital account balances have been reduced to zero. Second, all remaining net losses shall be allocated to the General Partner. The General Partner interests owned by ETE Holdings (see “Class H Units” below).
No person is entitledmay distribute to preemptive rights in respect of issuances of equity securities by us, except that ETP GP has the right, in connection with the issuance of any equity security by us, to purchase equity securities on the same terms as equity securities are issued to third parties sufficient to enable ETP GP and its affiliates to maintain the aggregate percentage equity interest in us as ETP GP and its affiliates owned immediately prior to such issuance.
IDRs represent the contractual right to receive an increasing percentage of quarterly distributions of Available Cash (as defined in our Partnership Agreement) from operating surplus after the minimum quarterly distribution has been paid. Please read “Quarterly Distributions of Available Cash” below. ETP GP, a wholly-owned subsidiary of ETE, owns allLimited Partners funds of the IDRs.Partnership that the General Partner reasonably determines are not needed for the payment of existing or foreseeable Partnership obligations and expenditures.
Common Units
The change in ETE Common Units during the years ended December 31, 2016, 2015 and 2014 was as follows:
 Years Ended December 31,
 2013 2012 2011
Number of Common Units, beginning of period301.5
 225.5
 193.2
Common Units issued in connection with public offerings13.8
 15.5
 29.4
Common Units issued in connection with certain acquisitions49.5
 57.4
 0.1
Common Units redeemed for Class H Units(50.2) 
 
Common Units issued in connection with the Distribution Reinvestment Plan2.3
 1.0
 0.4
Common Units issued in connection with Equity Distribution Agreements16.9
 1.6
 2.0
Repurchase of common Units in open-market transactions(0.4) 
 
Issuance of Common Units under equity incentive plans0.4
 0.5
 0.4
Number of Common Units, end of period333.8
 301.5
 225.5
 Years Ended December 31,
 2016 2015 2014
Number of Common Units, beginning of period1,044.8
 1,077.5
 1,119.8
Conversion of Class D Units to ETE Common Units
 0.9
 
Repurchase of common units under buyback program
 (33.6) (42.3)
Issuance of common units2.1
 
 
Number of Common Units, end of period1,046.9
 1,044.8
 1,077.5
OurETE Series A Preferred Units
 Years Ended December 31,
 2016 2015 2014
Number of Series A Convertible Preferred Units, beginning of period
 
 
Issuance of Series A Convertible Preferred Units329.3
 
 
Number of Series A Convertible Preferred Units, end of period329.3
 
 
On March 8, 2016, the Partnership completed a private offering of 329.3 million Series A Convertible Preferred Units representing limited partner interests in the Partnership (the “Convertible Units”) to certain common unitholders (“Electing Unitholders”) who elected to participate in a plan to forgo a portion of their future potential cash distributions on common units participating in the plan for a period of up to nine fiscal quarters, commencing with distributions for the fiscal quarter ended March 31, 2016, and reinvest those distributions in the Convertible Units. With respect to each quarter for which the declaration date and record date occurs prior to the closing of the merger, or earlier termination of the merger agreement (the “WMB End Date”), each participating common unit will receive the same cash distribution as all other ETE common units

up to $0.11 per unit, which represents approximately 40% of the per unit distribution paid with respect to ETE common units for the quarter ended December 31, 2015 (the “Preferred Distribution Amount”), and the holder of such participating common unit will forgo all cash distributions in excess of that amount (other than (i) any non-cash distribution or (ii) any cash distribution that is materially and substantially greater, on a per unit basis, than ETE’s most recent regular quarterly distribution, as determined by the ETE general partner (such distributions in clauses (i) and (ii), “Extraordinary Distributions”)). With respect to each quarter for which the declaration date and record date occurs after the WMB End Date, each participating common unit will forgo all distributions for each such quarter (other than Extraordinary Distributions), and each Convertible Unit will receive the Preferred Distribution Amount payable in cash prior to any distribution on ETE common units (other than Extraordinary Distributions). At the end of the plan period, which is expected to be May 18, 2018, the Convertible Units are expected to automatically convert into common units based on the Conversion Value (as defined and described below) of the Convertible Units and a conversion rate of $6.56.
The conversion value of each Convertible Unit (the “Conversion Value”) on the closing date of the offering is zero. The Conversion Value will increase each quarter in an amount equal to $0.285, which is the per unit amount of the cash distribution paid with respect to ETE common units for the quarter ended December 31, 2015 (the “Conversion Value Cap”), less the cash distribution actually paid with respect to each Convertible Unit for such quarter (or, if prior to the WMB End Date, each participating common unit). Any cash distributions in excess of $0.285 per ETE common unit, and any Extraordinary Distributions, made with respect to any quarter during the plan period will be disregarded for purposes of calculating the Conversion Value. The Conversion Value will be reflected in the carrying amount of the Convertible Units until the conversion into common units at the end of the plan period. The Convertible Units had $180 million carrying value as of December 31, 2016.
ETE issued 329,295,770 Convertible Units to the Electing Unitholders at the closing of the offering, which represents the participation by common unitholders with respect to approximately 31.5% of ETE’s total outstanding common units. ETE’s Chairman, Kelcy L. Warren, participated in the Plan with respect to substantially all of his common units, which represent approximately 18% of ETE’s total outstanding common units, and was issued 187,313,942 Convertible Units. In addition, John McReynolds, a director of our general partner and President of our general partner; and Matthew S. Ramsey, a director of our general partner and the general partner of ETP and Sunoco LP and President of the general partner of ETP, participated in the Plan with respect to substantially all of their common units, and Marshall S. McCrea, III, a director of our general partner and the general partner of ETP and Sunoco Logistics and the Group Chief Operating Officer and Chief Commercial Officer of our general partner, participated in the Plan with respect to a substantial portion of his common units. The common units for which Messrs. McReynolds, Ramsey and McCrea elected to participate in the Plan collectively represent approximately 2.2% of ETE’s total outstanding common units. ETE issued 21,382,155 Convertible Units to Mr. McReynolds, 51,317 Convertible Units to Mr. Ramsey and 1,112,728 Convertible Units to Mr. McCrea. Mr. Ray Davis, who owns an 18.8% membership interest in our general partner, participated in the Plan with respect to substantially all of his ETE common units, which represents approximately 6.9% of ETE’s total outstanding common units, and was issued 72,042,486 Convertible Units. Other than Mr. Davis, no other Electing Unitholder owns a material amount of equity securities of ETE or its affiliates.
ETE January 2017 Private Placement and ETP Unit Purchase
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 15.8 million newly issued ETP common units for approximately $568 million.
Common Unit Split
On December 23, 2013, ETE announced that the board of directors of its general partner approved a two-for-one split of the Partnership’s outstanding common units (the “2014 Split”). The 2014 Split was completed on January 27, 2014. The 2014 Split was effected by a distribution of one ETE Common Unit for each common unit outstanding and held by unitholders of record at the close of business on January 13, 2014.
On May 28, 2015, ETE announced that the board of directors its general partner approved a two-for-one split of the Partnership’s outstanding common units (the “2015 Split”). The 2015 Split was completed on July 27, 2015. The 2015 Split was effected by a distribution of one ETE common unit for each common unit outstanding and held by unitholders of record at the close of business on July 15, 2015.
Repurchase Program
In December 2013, the Partnership announced a common unit repurchase program, whereby the Partnership may repurchase up to $1 billion of ETE Common Units are registeredin the open market at the Partnership’s discretion, subject to market conditions and

other factors, and in accordance with applicable regulatory requirements. The Partnership repurchased 42.3 million ETE Common Units under this program through May 23, 2014, and the program was completed.
In February 2015, the Partnership announced a common unit repurchase program, whereby the Partnership may repurchase up to an additional $2 billion of ETE Common Units in the open market at the Partnership’s discretion, subject to market conditions and other factors, and in accordance with applicable regulatory requirements. The Partnership repurchased 33.6 million ETE Common Units under this program in 2015. No units were repurchased in 2016, and there was $936 million available to use under the Securities Exchange Actprogram as of 1934December 31, 2016.
Class D Units
On May 1, 2013, Jamie Welch was appointed Group Chief Financial Officer and Head of Corporate Development of LE GP, LLC, the general partner of ETE, effective June 24, 2013. Pursuant to an equity award agreement between Mr. Welch and the Partnership dated April 23, 2013, Mr. Welch received 3,000,000 restricted ETE common units representing limited partner interest. The restricted ETE common units were subject to vesting, based on continued employment with ETE. On December 23, 2013, ETE and Mr. Welch entered into (i) a rescission agreement in order to rescind the original offer letter to the extent it relates to the award of 3,000,000 common units of ETE to Mr. Welch, the original award agreements, and the receipt of cash amounts by Mr. Welch with respect to such awarded units and (ii) a new Class D Unit Agreement between ETE and Mr. Welch providing for the issuance to Mr. Welch of an aggregate of 3,080,000 Class D Units of ETE, which number of Class D Units includes an additional 80,000 Class D Units that were issued to Mr. Welch in connection with other changes to his original offer letter.
Under the terms of the Class D Unit Agreement, as amended, 30% of the Class D Units converted to ETE common units on a one-for-one basis on March 31, 2015, 35% were scheduled to convert to ETE common units on a one-for-one-basis on March 31, 2018, and the remaining 35% were scheduled to convert to ETE common units on a one-for-one basis on March 31, 2020, subject in each case to (i) Mr. Welch being in Good Standing with ETE (as amended)defined in the Class D Unit Agreement) and are listed for trading(ii) there being a sufficient amount of gain available (based on the NYSE. Each holderETE partnership agreement) to be allocated to the Class D Units being converted so as to cause the capital account of aeach such unit to equal the capital account of an ETE Common Unit is entitledon the conversion date. Per the terms of the Class D Unit Agreement, 924,000 units converted to one vote per unitETE common units on all matters presented to the Limited Partners for a vote.one-for-one basis March 31, 2015. In addition, if at any time any person or group (other thanconnection with Mr. Welch’s replacement as Group Chief Financial Officer and Head of Business Development of our General Partner and its affiliates) owns beneficially 20% or morehis termination of all Commonemployment by an affiliate of ETE, any future conversion of the Class D Units any Common Units owned by that person or group may not be votedis the subject of on-going discussions between ETE and Mr. Welch in connection with his separation from employment. On March 10, 2016, Jamie Welch (“Welch”) filed an original petition against ETE and LE GP, LLC in Texas state court in Dallas. A confidential settlement was reached in August 2016. The court dismissed the matter with prejudice on any matter and are not considered to be outstanding when sending notices of a meeting of Unitholders (unless otherwise required by law), calculating required votes, determining the presence of a quorum or for other similar purposes under the Partnership Agreement. The Common Units are entitled to distributions of Available Cash as described below under “Quarterly Distributions of Available Cash.”

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Public OfferingsSeptember 6, 2016.
The following table summarizes our public offeringsSale of Common Units allby Subsidiaries
The Parent Company accounts for the difference between the carrying amount of its investment in subsidiaries and the underlying book value arising from issuance of units by subsidiaries (excluding unit issuances to the Parent Company) as a capital transaction. If a subsidiary issues units at a price less than the Parent Company’s carrying value per unit, the Parent Company assesses whether the investment has been impaired, in which have been registered undercase a provision would be reflected in our statement of operations. The Parent Company did not recognize any impairment related to the Securities Actissuances of 1933 (as amended):subsidiary common units during the periods presented.
Sale of Common Units by ETP
Date Number of Common Units Price per Unit Net Proceeds
April 2011 14.2
 $50.52
 $695
November 2011 15.2
 44.67
 660
July 2012 15.5
 44.57
 671
April 2013 13.8
 48.05
 657
Proceeds from the offerings listed above were used to repay amounts outstanding under the ETP Credit Facility and/or to fund capital expenditures and capital contributions to joint ventures, and for general partnership purposes.
ETP’s Equity Distribution Program
From time to time, we haveETP has sold ETP Common Units through an equity distribution agreement. Such sales of ETP Common Units are made by means of ordinary brokers’ transactions on the NYSE at market prices, in block transactions or as otherwise agreed between us and the sales agent which is the counterparty to the equity distribution agreement.
In January 2013 and May 2013, weJuly 2016, ETP entered into an equity distribution agreements pursuant to which we may sell from time to time Common Units havingagreement with an aggregate offering prices ofprice up to $200 million and $800 million, respectively.$1.50 billion. During the year ended December 31, 2013, we2016, ETP issued approximately 16.926.1 million units for $846$891 million, net of commissions of $9$8 million. Approximately $145As of December 31, 2016, $936 million of ourETP Common Units remained available to be issued under the currently effective equity distribution agreements as of December 31, 2013.agreement.

ETP’s Equity Incentive Plan Activity
As discussed in Note 8, we issueETP issues ETP Common Units to employees and directors upon vesting of awards granted under ourETP’s equity incentive plans. Upon vesting, participants in the equity incentive plans may elect to have a portion of the ETP Common Units to which they are entitled withheld by the PartnershipETP to satisfy tax-withholding obligations.
ETP’s Distribution Reinvestment Program
In April 2011, we filed a registration statement with the SEC covering ourETP’s Distribution Reinvestment Plan (the “DRIP”). The DRIP provides ETP’s Unitholders of record and beneficial owners of ourETP Common Units a voluntary means by which they can increase the number of ETP Common Units they own by reinvesting the quarterly cash distributions they would otherwise receive in the purchase of additional ETP Common Units. The registration statement covers the issuance of up to 5.8 million Common Units under the DRIP.
During the years ended December 31, 2013, 20122016, 2015 and 2011,2014, aggregate distributions of approximately $109$216 million, $43$360 million, and $15$155 million, respectively, were reinvested under the DRIP resulting in the issuance in aggregate of approximately 3.717.1 million Common Units.
As of December 31, 2013,2016, a total of 2.14.9 million Common Units remain available to be issued under the existing registration statement.
ETP Class E Units
There are 8.9 million Class E Units outstanding that are reported as treasury units. These ETP Class E Units are entitled to aggregate cash distributions equal to 11.1% of the total amount of cash distributed to all ETP Unitholders, including the ETP Class E Unitholders, up to $1.41 per unit per year, with any excess thereof available for distribution to ETP Unitholders other than the holders of ETP Class E Units in proportion to their respective interests. The ETP Class E Units are treated by ETP as treasury units for accounting purposes because they are owned by a subsidiary of ETP Holdco, Heritage Holdings, Inc. Although no plans are currently in place, management may evaluate whether to retire some or all of the ETP Class E Units at a future date.
Class G Units
In conjunction with the Sunoco Merger, we amended our partnership agreement to create the Class F Units. The number of Class F Units issued was determined at the closing All of the Sunoco Merger and equaled 90.78.9 million which included 40 millionETP Class FE Units issued in exchange for cash contributed by Sunoco to us immediately prior to or concurrent with the closing of the Sunoco Merger. The Class F Units generally did not have any voting rights. The Class F Units were entitled to aggregate cash distributions equal to 35% of the total amount of cash generated by us and our subsidiaries, other than Holdco, and

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available for distribution, up to a maximum of $3.75 per Class F Unit per year. In April 2013, all of the outstanding Class F Units were exchanged for Class G Units on a one-for-one basis. The Class G Units have terms that are substantially the same as the Class F Units, with the principal difference between the Class G Units and the Class F Units being that allocations of depreciation and amortization to the Class G Units for tax purposes are based on a predetermined percentage and are not contingent on whether ETP has net income or loss. These units are held by a subsidiary and therefore are reflected as treasury units in the consolidated financial statements.
Class H Units
Pursuant to an Exchange and Redemption Agreement previously entered into between ETP, ETE and ETE Holdings, ETP redeemed and cancelled 50.2 million of its Common Units representing limited partner interests (the “Redeemed Units”) owned by ETE Holdings on October 31, 2013 in exchange for the issuance by ETP to ETE Holdings of a new class of limited partner interest in ETP (the “Class H Units”), which are generally entitled to (i) allocations of profits, losses and other items from ETP corresponding to 50.05% of the profits, losses, and other items allocated to ETP by Sunoco Partners with respect to the IDRs and general partner interest in Sunoco Logistics held by Sunoco Partners, (ii) distributions from available cash at ETP for each quarter equal to 50.05% of the cash distributed to ETP by Sunoco Partners with respect to the IDRs and general partner interest in Sunoco Logistics held by Sunoco Partners for such quarter and, to the extent not previously distributed to holders of the Class H Units, for any previous quarters and (iii) incremental additional cash distributions in the aggregate amount of $329 million, to be payable by ETP to ETE Holdings over 15 quarters, commencing with the quarter ended September 30, 2013 and ending with the quarter ending March 31, 2017. The incremental cash distributions referred to in clause (iii) of the previous sentence are intended to offset a portion of the IDR subsidies previously granted by ETE to ETP in connection with the Citrus Merger, the Holdco Transaction and the Holdco Acquisition. In connection with the issuance of the Class H Units, ETE and ETP also agreed to certain adjustments to the prior IDR subsidies in order to ensure that the IDR subsidies are fixed amounts for each quarter to which the IDR subsidies are in effect. For a summary of the net IDR subsidy amounts resulting from this transaction, see “Quarterly Distributions of Available Cash” below.
Quarterly Distributions of Available Cash
The Partnership Agreement requires that we distribute all of our Available Cash to our Unitholders and our General Partner within forty-five days following the end of each fiscal quarter, subject to the payment of incentive distributions to the holders of IDRs to the extent that certain target levels of cash distributions are achieved. The term Available Cash generally means, with respect to any of our fiscal quarters, all cash on hand at the end of such quarter, plus working capital borrowings after the end of the quarter, less reserves established by the General Partner in its sole discretion to provide for the proper conduct of our business, to comply with applicable laws or any debt instrument or other agreement, or to provide funds for future distributions to partners with respect to any one or more of the next four quarters. Available Cash is more fully defined in our Partnership Agreement.
Our distributions of Available Cash from operating surplus, excluding incentive distributions, to our General Partner and Limited Partner interests are based on their respective interests as of the distribution record date. Incentive distributions allocated to our General Partner are determined based on the amount by which quarterly distribution to common Unitholders exceed certain specified target levels, as set forth in our Partnership Agreement.

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Distributions declared during the periods presented below are summarized as follows:
Quarter Ended Record Date Payment Date Rate
December 31, 2010 February 7, 2011  February 14, 2011 $0.89375
March 31, 2011 May 6, 2011  May 16, 2011 0.89375
June 30, 2011 August 5, 2011  August 15, 2011 0.89375
September 30, 2011 November 4, 2011  November 14, 2011 0.89375
December 31, 2011 February 7, 2012 February 14, 2012 0.89375
March 31, 2012 May 4, 2012 May 15, 2012 0.89375
June 30, 2012 August 6, 2012 August 14, 2012 0.89375
September 30, 2012 November 6, 2012 November 14, 2012 0.89375
December 31, 2012 February 7, 2013 February 14, 2013 0.89375
March 31, 2013 May 6, 2013 May 15, 2013 0.89375
June 30, 2013 August 5, 2013 August 14, 2013 0.89375
September 30, 2013 November 4, 2013 November 14, 2013 0.90500
December 31, 2013 February 7, 2014 February 14, 2014 0.92000
Following are incentive distributions ETE has agreed to relinquish:
In conjunction with the Partnership’s Citrus Merger, ETE agreed to relinquish its rights to $220 million of incentive distributions from ETP that ETE would otherwise be entitled to receive over 16 consecutive quarters beginning with the distribution paid on May 15, 2012.
In conjunction with the Holdco Transaction in October 2012, ETE agreed to relinquish its right to $210 million of incentive distributions from ETP that ETE would otherwise be entitled to receive over 12 consecutive quarters beginning with the distribution paid on November 14, 2012.
As discussed in Note 3, in connection with the Holdco Acquisition on April 30, 2013, ETE also agreed to relinquish incentive distributions on the newly issued Common Units for the first eight consecutive quarters beginning with the distribution paid on August 14, 2013, and 50% of the incentive distributions for the following eight consecutive quarters.
In addition, the incremental distributions on the Class H Units, which are referred to in “Class H Units” above, were intended to offset a portion of the incentive distribution relinquishments previously granted by ETE to the Partnership. In connection with the issuance of the Class H Units, ETE and the Partnership also agreed to certain adjustments to the incremental distributions on the Class H Units in order to ensure that the net impact of the incentive distribution relinquishments (a portion of which is variable) and the incremental distributions on the Class H Units are fixed amounts for each quarter for which the incentive distribution relinquishments and incremental distributions on the Class H Units are in effect.
In addition to the amounts above, in connection with the Partnership’s transfer of Trunkline LNG to ETE in February 2014, ETE agreed to provide additional subsidies to ETP through its relinquishment of incentive distributions of $50 million, $50 million, $45 million and $35 million for the years ending December 31, 2016, 2017, 2018 and 2019, respectively.
Following is a summary of the net amounts by which these incentive distribution relinquishments and incremental distributions on Class H Units would reduce the total distributions that would potentially be made to ETE in future quarters:
  Quarters Ending  
  March 31 June 30 September 30 December 31 Total Year
2014 $26.5
 $26.5
 $26.5
 $26.5
 $106.0
2015 12.5
 12.5
 13.0
 13.0
 51.0
2016 18.0
 18.0
 18.0
 18.0
 72.0
2017 12.5
 12.5
 12.5
 12.5
 50.0
2018 11.25
 11.25
 11.25
 11.25
 45.0
2019 8.75
 8.75
 8.75
 8.75
 35.0

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Sunoco Logistics Quarterly Distributions of Available Cash
Distributions declared during the periods presented below are summarized as follows:
Quarter Ended Record Date Payment Date Rate
December 31, 2012 February 8, 2013 February 14, 2013 $0.54500
March 31, 2013 May 9, 2013 May 15, 2013 0.57250
June 30, 2013 August 8, 2013 August 14, 2013 0.60000
September 30, 2013 November 8, 2013 November 14, 2013 0.63000
December 31, 2013 February 10, 2014 February 14, 2014 0.66250
Accumulated Other Comprehensive Income (Loss)
The following table presents the components of AOCI, net of tax:
 December 31,
 2013 2012
Available-for-sale securities$2
 $
Foreign currency translation adjustment(1) 
Net loss on commodity related hedges(4) 
Actuarial gain (loss) related to pensions and other postretirement benefits56
 (10)
Equity investments, net8
 (9)
Subtotal61
 (19)
Amounts attributable to noncontrolling interest
 6
Total AOCI, net of tax$61
 $(13)
The tables below set forth the tax amounts included in the respective components of other comprehensive income (loss) for the periods presented:
 December 31,
 2013 2012
Net gains on commodity related hedges$
 $1
Actuarial (gain) loss relating to pension and other postretirement benefits(39) 5
Total$(39) $6
8.
UNIT-BASED COMPENSATION PLANS:
ETP Unit-Based Compensation Plan
We have issued equity incentive plans for employees, officers and directors, which provide for various types of awards, including options to purchase ETP Common Units, restricted units, phantom units, Common Units, distribution equivalent rights (“DERs”), Common Unit appreciation rights, and other unit-based awards. As of December 31, 2013, an aggregate total of 0.9 million ETP Common Units remain available to be awarded under our equity incentive plans.
Unit Grants
We have granted restricted unit awards to employees that vest over a specified time period, typically a five-year service vesting requirement, with vesting based on continued employment as of each applicable vesting date. Upon vesting, ETP Common Units are issued. These unit awards entitle the recipients of the unit awards to receive, with respect to each Common Unit subject to such award that has not either vested or been forfeited, a cash payment equal to each cash distribution per Common Unit made by us on our Common Units promptly following each such distribution by us to our Unitholders. We refer to these rights as “distribution equivalent rights.” Under our equity incentive plans, our non-employee directors each receive grants with a five-year service vesting requirement.

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Award Activity
The following table shows the activity of the awards granted to employees and non-employee directors:
 Number of Units Weighted Average Grant-Date Fair Value Per Unit
Unvested awards as of December 31, 20121.9
 $46.95
Awards granted2.1
 50.54
Awards vested(0.6) 45.62
Awards forfeited(0.2) 45.72
Unvested awards as of December 31, 20133.2
 49.65
During the years ended December 31, 2013, 2012 and 2011, the weighted average grant-date fair value per unit award granted was $50.54, $43.93 and $48.35, respectively. The total fair value of awards vested was $26 million, $29 million and $27 million, respectively, based on the market price of ETP Common Units as of the vesting date. As of December 31, 2013, a total of 3.2 million unit awards remain unvested, for which ETP expects to recognize a total of $116 million in compensation expense over a weighted average period of 2.1 years.
Sunoco Logistics’ Unit-Based Compensation Plan
Sunoco Logistics’ general partner has a long-term incentive plan for employees and directors, which permits the grant of restricted units and unit options of Sunoco Logistics covering an additional 0.6 million Sunoco common units. As of December 31, 2013, a total of 0.6 million Sunoco Logistics restricted units were outstanding for which Sunoco Logistics expects to recognize $21 million of expense over a weighted-average period of 2.8 years.
Related Party Awards
McReynolds Energy Partners, L.P., the general partner of which is owned and controlled by the President of the entity that indirectly owns our General Partner, awarded to certain officers of ETP certain rights related to units of ETE previously issued by ETE to such ETE officer. These rights include the economic benefits of ownership of these ETE units based on a 5 year vesting schedule whereby the officer vested in the ETE units at a rate of 20% per year. As these ETE units conveyed to the recipients of these awards upon vesting from a partnership that is not owned or managed by ETE or ETP, none of the costs related to such awards were paid by ETP or ETE. As these units were outstanding prior to these awards, these awards did not represent an increase in the number of outstanding units of either ETP or ETE and were not dilutive to cash distributions per unit with respect to either ETP or ETE.
We recognized non-cash compensation expense over the vesting period based on the grant-date fair value of the ETE units awarded the ETP employees assuming no forfeitures. For the years ended December 31, 2013, 2012 and 2011, we recognized non-cash compensation expense, net of forfeitures, of less than $1 million, $1 million and $2 million, respectively, as a result of these awards. As of December 31, 2013, no rights related to ETE common units remain outstanding.

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9.
INCOME TAXES:
As a partnership, we are not subject to U.S. federal income tax and most state income taxes. However, the partnership conducts certain activities through corporate subsidiaries which are subject to federal and state income taxes. The components of the federal and state income tax expense (benefit) are summarized as follows:
 Years Ended December 31,
 2013 2012 2011
Current expense (benefit):     
Federal$51
 $(3) $(1)
State(2) 4
 16
Total49
 1
 15
Deferred expense:     
Federal(6) 45
 4
State54
 17
 
Total48
 62
 4
Total income tax expense from continuing operations$97
 $63
 $19
Historically, our effective rate differed from the statutory rate primarily due to Partnership earnings that are not subject to U.S. federal and most state income taxes at the Partnership level. The completion of the Southern Union Merger, Sunoco Merger and Holdco Transaction (see Note 3) significantly increased the activities conducted through corporate subsidiaries. A reconciliation of income tax expense (benefit) at the U.S. statutory rate to the income tax expense (benefit) attributable to continuing operations for the years ended December 31, 2013 and 2012 is as follows:
 December 31, 2013 December 31, 2012
 
Corporate Subsidiaries(1)
 
Partnership(2)
 Consolidated 
Corporate Subsidiaries(1)
 
Partnership(2)
 Consolidated
Income tax expense (benefit) at U.S. statutory rate of 35 percent$(166) $
 $(166) $1
 $
 $1
Increase (reduction) in income taxes resulting from:    

      
Nondeductible goodwill241
 
 241
 
 
 
Nondeductible executive compensation
 
 
 28
 
 28
State income taxes (net of federal income tax effects)31
 5
 36
 9
 7
 16
Other(13) (1) (14) 18
 
 18
Income tax from continuing operations$93
 $4
 $97
 $56
 $7
 $63
(1)
Includes Holdco, Oasis Pipeline Company, Inland Corporation, Mid-Valley Pipeline Company and West Texas Gulf Pipeline Company. The latter three entities were acquired in the Sunoco Merger. Holdco, which was formed via the Sunoco Merger and the Holdco Transaction (see Note 3), includes Sunoco and Southern Union and their subsidiaries. ETE held a 60% interest in Holdco until April 30, 2013. Subsequent to the Holdco Acquisition (see Note 3) on April 30, 2013, ETP owns 100% of Holdco.
(2)
Includes ETP and its subsidiaries that are classified as pass-through entities for federal income tax purposes.

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Deferred taxes result from the temporary differences between financial reporting carrying amounts and the tax basis of existing assets and liabilities. The table below summarizes the principal components of the deferred tax assets (liabilities) as follows:
 December 31,
 2013 2012
Deferred income tax assets:   
Net operating losses and alternative minimum tax credit$217
 $268
Pension and other postretirement benefits57
 127
Long term debt108
 117
Other104
 288
Total deferred income tax assets486
 800
Valuation allowance(74) (90)
Net deferred income tax assets$412
 $710
    
Deferred income tax liabilities:   
Properties, plants and equipment$(1,522) $(1,938)
Inventory(302) (516)
Investment in unconsolidated affiliates(2,244) (1,542)
Trademarks(180) (192)
Other(45) (128)
Total deferred income tax liabilities(4,293) (4,316)
Net deferred income tax liability(3,881) (3,606)
Less: current portion of deferred income tax assets (liabilities)(119) (130)
Accumulated deferred income taxes$(3,762) $(3,476)
The completion of the Southern Union Merger, Sunoco Merger and Holdco Transaction (see Note 3) significantly increased the deferred tax assets (liabilities). The table below provides a rollforward of the net deferred income tax liability as follows:
 December 31,
 2013 2012
Net deferred income tax liability, beginning of year$(3,606) $(123)
Southern Union acquisition
 (1,420)
Sunoco acquisition
 (1,989)
SUGS Contribution to Regency(115) 
Tax provision (including discontinued operations)(111) (73)
Other(49) (1)
Net deferred income tax liability$(3,881) $(3,606)
Holdco and other corporate subsidiaries have gross federal net operating loss carryforwards of $216 million, all of which will expire in 2032. Holdco has $40 million of federal alternative minimum tax credits which do not expire. Holdco and other corporate subsidiaries have state net operating loss carryforward benefits of $101 million, net of federal tax, which expire between 2013 and 2032. The valuation allowance of $74 million is applicable to the state net operating loss carryforward benefits applicable to Sunoco pre-acquisition periods.

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The following table sets forth the changes in unrecognized tax benefits:
 Years Ended December 31,
 2013 2012 2011
Balance at beginning of year$27
 $2
 $2
Additions attributable to acquisitions
 28
 
Additions attributable to tax positions taken in the current year
 
 1
Additions attributable to tax positions taken in prior years406
 
 
Settlements
 
 (1)
Lapse of statute(4) (3) 
Balance at end of year$429
 $27
 $2
As of December 31, 2013, we have $425 million ($418 million after federal income tax benefits) related to tax positions which, if recognized, would impact our effective tax rate. We believe it is reasonably possible that its unrecognized tax benefits may be reduced by $6 million ($5 million, net of federal tax) within the next twelve months due to settlement of certain positions.
Sunoco has historically included certain government incentive payments as taxable income on its federal and state income tax returns. In connection with Sunoco’s 2004 through 2011 open statute years, Sunoco has proposed to the IRS that these government incentive payments be excluded from federal taxable income. If Sunoco is fully successful with its claims, it will receive tax refunds of approximately $372 million. However, due to the uncertainty surrounding the claims, a reserve of $372 million was established for the full amount of the claims. Due to the timing of the expected settlement of the claims and the related reserve, the receivable and the reserve for this issue have been netted in the financial statements as of December 31, 2013.
Our policy is to accrue interest expense and penalties on income tax underpayments (overpayments) as a component of income tax expense. During 2013, we recognized interest and penalties of less than $1 million. At December 31, 2013, we have interest and penalties accrued of $6 million, net of tax.
In general, ETP and its subsidiaries are no longer subject to examination by the IRS for tax years prior to 2009, except Sunoco and Southern Union which are no longer subject to examination by the IRS for tax years prior to 2007 and 2004, respectively.
Sunoco has been examined by the IRS for the 2007 and 2008 tax years; however, the statutes remain open for both of these tax years due to carryback of net operating losses. Sunoco is currently under examination for the years 2009 through 2011, but due to the aforementioned carryback, such years also impact Sunoco’s tax liability for the years 2004 through 2008. With the exception of the claims regarding government incentive payments discussed above, all issues are resolved.  Southern Union is under examination for the tax years 2004 through 2009. As of December 31, 2013, the IRS has proposed only one adjustment for the years under examination. For the 2006 tax year, the IRS is challenging $545 million of the $690 million of deferred gain associated with a like kind exchange involving certain assets of its distribution operations and its gathering and processing operations. We will vigorously defend and believe Southern Union’s tax position will prevail against this challenge by the IRS. Accordingly, no unrecognized tax benefit has been recorded with respect to this tax position.
ETP and its subsidiaries also have various state and local income tax returns in the process of examination or administrative appeal in various jurisdictions. We believe the appropriate accruals or unrecognized tax benefits have been recorded for any potential assessment with respect to these examinations.
10.
REGULATORY MATTERS, COMMITMENTS, CONTINGENCIES AND ENVIRONMENTAL LIABILITIES:
FERC Audit
The FERC recently completed an audit of PEPL, a subsidiary of Southern Union, for the period from January 1, 2010 through December 31, 2011, to evaluate its compliance with the Uniform System of Accounts as prescribed by the FERC, annual and quarterly financial reporting to the FERC, reservation charge crediting policy and record retention. An audit report was received in August 2013 noting no issues that would have a material impact on the Partnership’s historical financial position or results of operations.

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Contingent Matters Potentially Impacting the Partnership from Our Investment in Citrus
Florida Gas Pipeline Relocation Costs. The Florida Department of Transportation, Florida’s Turnpike Enterprise (“FDOT/FTE”) has various turnpike/State Road 91 widening projects that have impacted or may, over time, impact one or more of FGTs’ mainline pipelines located in FDOT/FTE rights-of-way. Certain FDOT/FTE projects have been or are the subject of litigation in Broward County, Florida. On November 16, 2012, FDOT paid to FGT the sum of approximately $100 million, representing the amount of the judgment, plus interest, in a case tried in 2011.
On April 14, 2011, FGT filed suit against the FDOT/FTE and other defendants in Broward County, Florida seeking an injunction and damages as the result of the construction of a mechanically stabilized earth wall and other encroachments in FGT easements as part of FDOT/FTE’s I-595 project. On August 21, 2013, FGT and FDOT/FTE entered into a settlement agreement pursuant to which, among other things, FDOT/FTE paid FGT approximately $19 million in September, 2013 in settlement of FGT’s claims with respect to the I-595 project. The settlement agreement also provided for agreed easement widths for FDOT/FTE right-of-way and for cost sharing between FGT and FDOT/FTE for any future relocations. Also in September 2013, FDOT/FTE paid FGT an additional approximate $1 million for costs related to the aforementioned turnpike/State Road 91 case tried in 2011.
FGT will continue to seek rate recovery in the future for these types of costs to the extent not reimbursed by the FDOT/FTE. There can be no assurance that FGT will be successful in obtaining complete reimbursement for any such relocation costs from the FDOT/FTE or from its customers or that the timing of such reimbursement will fully compensate FGT for its costs.
Contingent Residual Support Agreement – AmeriGas
In connection with the closing of the contribution of its propane operations in January 2012, ETP agreed to provide contingent, residual support of $1.55 billion of intercompany borrowings made by AmeriGas and certain of its affiliates with maturities through 2022 from a finance subsidiary of AmeriGas that have maturity dates and repayment terms that mirror those of an equal principal amount of senior notes issued by this finance company subsidiary to third party purchases.
PEPL Holdings Guarantee of Collection
In connection with the SUGS Contribution, Regency issued $600 million of 4.50% Senior Notes due 2023(the “Regency Debt”), the proceeds of which were used by Regency to fund the cash portion of the consideration, as adjusted, and pay certain other expenses or disbursements directly related to the closing of the SUGS Contribution. In connection with the closing of the SUGS Contribution on April 30, 2013, Regency entered into an agreement with PEPL Holdings, a subsidiary of Southern Union, pursuant to which PEPL Holdings provided a guarantee of collection (on a nonrecourse basis to Southern Union) to Regency and Regency Energy Finance Corp. with respect to the payment of the principal amount of the Regency Debt through maturity in 2023. In connection with the completion of the Panhandle Merger, in which PEPL Holdings was merged with and into Panhandle, the guarantee of collection for the Regency Debt was assumed by Panhandle.
NGL Pipeline Regulation
We have interests in NGL pipelines located in Texas and New Mexico. We commenced the interstate transportation of NGLs in 2013, which is subject to the jurisdiction of the FERC under the ICA and the Energy Policy Act of 1992. Under the ICA, tariffs must be just and reasonable and not unduly discriminatory or confer any undue preference. The tariff rates established for interstate services were based on a negotiated agreement; however, the FERC’s rate-making methodologies may limit our ability to set rates based on our actual costs, may delay or limit the use of rates that reflect increased costs and may subject us to potentially burdensome and expensive operational, reporting and other requirements. Any of the foregoing could adversely affect our business, revenues and cash flow.
Commitments
In the normal course of our business, we purchase, process and sell natural gas pursuant to long-term contracts and we enter into long-term transportation and storage agreements. Such contracts contain terms that are customary in the industry. We believe that the terms of these agreements are commercially reasonable and will not have a material adverse effect on our financial position or results of operations.
We have certain non-cancelable leases for property and equipment, which require fixed monthly rental payments and expire at various dates through 2056. Rental expense under these operating leases has been included in operating expenses in the accompanying statements of operations and totaled approximately $140 million, $57 million and $26 million for the years ended December 31, 2013, 2012 and 2011, respectively, which include contingent rentals totaling $22 million and $6 million in 2013 and 2012, respectively. During the years ended December 31, 2013 and 2012, approximately $24 million and $4 million, respectively, of rental expense was recovered through related sublease rental income.

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Future minimum lease commitments for such leases are:
Years Ending December 31: 
2014$80
201578
201670
201766
201853
Thereafter420
Future minimum lease commitments767
Less: Sublease rental income(57)
Net future minimum lease commitments$710
Our joint venture agreements require that we fund our proportionate share of capital contributions to our unconsolidated affiliates. Such contributions will depend upon our unconsolidated affiliates’ capital requirements, such as for funding capital projects or repayment of long-term obligations.
Litigation and Contingencies
We may, from time to time, be involved in litigation and claims arising out of our operations in the normal course of business. Natural gas and crude are flammable and combustible. Serious personal injury and significant property damage can arise in connection with their transportation, storage or use. In the ordinary course of business, we are sometimes threatened with or named as a defendant in various lawsuits seeking actual and punitive damages for product liability, personal injury and property damage. We maintain liability insurance with insurers in amounts and with coverage and deductibles management believes are reasonable and prudent, and which are generally accepted in the industry. However, there can be no assurance that the levels of insurance protection currently in effect will continue to be available at reasonable prices or that such levels will remain adequate to protect us from material expenses related to product liability, personal injury or property damage in the future.
Sunoco Litigation
Following the announcement of the Sunoco Merger on April 30, 2012, eight putative class action and derivative complaints were filed in connection with the Sunoco Merger in the Court of Common Pleas of Philadelphia County, Pennsylvania.  Each complaint names as defendants the members of Sunoco’s board of directors and alleges that they breached their fiduciary duties by negotiating and executing, through an unfair and conflicted process, a merger agreement that provides inadequate consideration and that contains impermissible terms designed to deter alternative bids. Each complaint also names as defendants Sunoco, ETP, ETP GP, ETP LLC, and Sam Acquisition Corporation, alleging that they aided and abetted the breach of fiduciary duties by Sunoco’s directors; some of the complaints also name ETE as a defendant on those aiding and abetting claims. In September 2012, all of these lawsuits were settled with no payment obligation on the part of any of the defendants following the filing of Current Reports on Form 8-K that included additional disclosures that were incorporated by reference into the proxy statement related to the Sunoco Merger. Subsequent to the settlement of these cases, the plaintiffs’ attorneys sought compensation from Sunoco for attorneys’ fees related to their efforts in obtaining these additional disclosures. In January 2013, Sunoco entered into agreements to compensate the plaintiffs’ attorneys in the state court actions in the aggregate amount of not more than $950,000 and to compensate the plaintiffs’ attorneys in the federal court action in the amount of not more than $250,000. The payment of $950,000 was made in July 2013.
Litigation Relating to the Southern Union Merger
In June 2011, several putative class action lawsuits were filed in the Judicial District Court of Harris County, Texas naming as defendants the members of the Southern Union Board, as well as Southern Union and ETE. The lawsuits were styled Jaroslawicz v. Southern Union Company, et al., Cause No. 2011-37091, in the 333rd Judicial District Court of Harris County, Texas and Magda v. Southern Union Company, et al., Cause No. 2011-37134, in the 11th Judicial District Court of Harris County, Texas. The lawsuits were consolidated into an action styled In re: Southern Union Company; Cause No. 2011-37091, in the 333rd Judicial District Court of Harris County, Texas. Plaintiffs allege that the Southern Union directors breached their fiduciary duties to Southern Union’s stockholders in connection with the Merger and that Southern Union and ETE aided and abetted the alleged breaches of fiduciary duty. The amended petitions allege that the Merger involves an unfair price and an inadequate sales process, that Southern Union’s directors entered into the Merger to benefit themselves personally, including

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through consulting and noncompete agreements, and that defendants have failed to disclose all material information related to the Merger to Southern Union stockholders. The amended petitions seek injunctive relief, including an injunction of the Merger, and an award of attorneys’ and other fees and costs, in addition to other relief. On October 21, 2011, the court denied ETE’s October 13, 2011, motion to stay the Texas proceeding in favor of cases pending in the Delaware Court of Chancery.
Also in June 2011, several putative class action lawsuits were filed in the Delaware Court of Chancery naming as defendants the members of the Southern Union Board, as well as Southern Union and ETE. Three of the lawsuits also named Merger Sub as a defendant. These lawsuits are styled: Southeastern Pennsylvania Transportation Authority, et al. v. Southern Union Company, et al., C.A. No. 6615-CS; KBC Asset Management NV v. Southern Union Company, et al., C.A. No. 6622-CS; LBBW Asset Management Investment GmbH v. Southern Union Company, et al., C.A. No. 6627-CS; and Memo v. Southern Union Company, et al., C.A. No. 6639-CS. These cases were consolidated with the following style: In re Southern Union Co. Shareholder Litigation, C.A. No. 6615-CS, in the Delaware Court of Chancery. The consolidated complaint asserts similar claims and allegations as the Texas state-court consolidated action. On July 25, 2012, the Delaware plaintiffs filed a notice of voluntary dismissal of all claims without prejudice. In the notice, plaintiffs stated their claims were being dismissed to avoid duplicative litigation and indicated their intent to join the Texas case.
On September 18, 2013, the plaintiff dismissed without prejudice its lawsuit against all defendants.
MTBE Litigation
Sunoco, along with other refiners, manufacturers and sellers of gasoline, is a defendant in lawsuits alleging MTBE contamination of groundwater. The plaintiffs typically include water purveyors and municipalities responsible for supplying drinking water and governmental authorities. The plaintiffs are asserting primarily product liability claims and additional claims including nuisance, trespass, negligence, violation of environmental laws and deceptive business practices. The plaintiffs in all of the cases are seeking to recover compensatory damages, and in some cases also seek natural resource damages, injunctive relief, punitive damages and attorneys’ fees.
As of December 31, 2013, Sunoco is a defendant in seven cases, one of which was initiated by the State of New Jersey and two others by the Commonwealth of Puerto Rico with the more recent Puerto Rico action being a companion case alleging damages for additional sites beyond those at issue in the initial Puerto Rico action. Six of these cases are venued in a multidistrict litigation (“MDL”) proceeding in a New York federal court. The most recently filed Puerto Rico action is expected to be transferred to the MDL. The New Jersey and Puerto Rico cases assert natural resource damage claims. In addition, Sunoco has received notice from another state that it intends to file an MTBE lawsuit in the near future asserting natural resource damage claims.
Fact discovery has concluded with respect to an initial set of fewer than 20 sites each that will be the subject of the first trial phase in the New Jersey case and the initial Puerto Rico case. Insufficient information has been developed about the plaintiffs’ legal theories or the facts with respect to statewide natural resource damage claims to provide an analysis of the ultimate potential liability of Sunoco in these matters; however, it is reasonably possible that a loss may be realized. Management believes that an adverse determination with respect to one or more of the MTBE cases could have a significant impact on results of operations during the period in which any said adverse determination occurs, but does not believe that any such adverse determination would have a material adverse effect on the Partnership’s consolidated financial position.
Other Litigation and Contingencies
In November 2011, a derivative lawsuit was filed in the Judicial District Court of Harris County, Texas naming as defendants ETP, ETP GP, ETP LLC, the boards of directors of ETP LLC (collectively with ETP GP and ETP LLC, the “ETP Defendants”), certain members of management for ETP and ETE, ETE, and Southern Union. The lawsuit is styled W. J. Garrett Trust v. Bill W. Byrne, et al., Cause No. 2011-71702, in the 157th Judicial District Court of Harris County, Texas. Plaintiffs assert claims for breaches of fiduciary duty, breaches of contractual duties, and acts of bad faith against each of the ETP Defendants and the individual defendants. Plaintiffs also assert claims for aiding and abetting and tortious interference with contract against Southern Union. On October 5, 2012, certain defendants filed a motion for summary judgment with respect to the primary allegations in this action. On December 13, 2012, Plaintiffs filed their opposition to the motion for summary judgment. Defendants filed a reply on December 19, 2012. On December 20, 2012, the court conducted an oral hearing on the motion. Plaintiffs filed a post-hearing sur-reply on January 7, 2013. On January 16, 2013, the Court granted defendants’ motion for summary judgment. The parties agreed to settle the matter and executed a memorandum of understanding. On October 4, 2013, the Court approved the settlement and ordered the case dismissed with prejudice.
We or our subsidiaries are a party to various legal proceedings and/or regulatory proceedings incidental to our businesses. For each of these matters, we evaluate the merits of the case, our exposure to the matter, possible legal or settlement strategies, the likelihood of an unfavorable outcome and the availability of insurance coverage. If we determine that an unfavorable

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outcome of a particular matter is probable and can be estimated, we accrue the contingent obligation, as well as any expected insurance recoverable amounts related to the contingency. As of December 31, 2013 and 2012, accruals of approximately $46 million and $42 million, respectively, were reflected on our consolidated balance sheets related to these contingent obligations. As new information becomes available, our estimates may change. The impact of these changes may have a significant effect on our results of operations in a single period.
The outcome of these matters cannot be predicted with certainty and there can be no assurance that the outcome of a particular matter will not result in the payment of amounts that have not been accrued for the matter. Furthermore, we may revise accrual amounts prior to resolution of a particular contingency based on changes in facts and circumstances or changes in the expected outcome.
No amounts have been recorded in our December 31, 2013 or 2012 consolidated balance sheets for contingencies and current litigation, other than amounts disclosed herein.
Litigation Related to Incident at JJ's Restaurant.  On February 19, 2013, there was a natural gas explosion at JJ's Restaurant located at 910 W. 48th Street in Kansas City, Missouri.  Effective September 1, 2013, Laclede Gas Company, a subsidiary of The Laclede Group, Inc. (“Laclede”), assumed any and all liability arising from this incident in ETP’s sale of the assets of MGE to Laclede.
Attorney General of the Commonwealth of Massachusetts v New England Gas Company.  On July 7, 2011, the Massachusetts Attorney General (“AG”) filed a regulatory complaint with the MDPU against New England Gas Company with respect to certain environmental cost recoveries.  The AG is seeking a refund to New England Gas Company customers for alleged “excessive and imprudently incurred costs” related to legal fees associated with Southern Union’s environmental response activities.  In the complaint, the AG requests that the MDPU initiate an investigation into the New England Gas Company’s collection and reconciliation of recoverable environmental costs including:  (i) the prudence of any and all legal fees, totaling approximately $19 million, that were charged by the Kasowitz, Benson, Torres & Friedman firm and passed through the recovery mechanism since 2005, the year when a partner in the firm, the Southern Union former Vice Chairman, President and Chief Operating Officer, joined Southern Union’s management team; (ii) the prudence of any and all legal fees that were charged by the Bishop, London & Dodds firm and passed through the recovery mechanism since 2005, the period during which a member of the firm served as Southern Union’s Chief Ethics Officer; and (iii) the propriety and allocation of certain legal fees charged that were passed through the recovery mechanism that the AG contends only qualify for a lesser, 50%, level of recovery.  Southern Union has filed its answer denying the allegations and moved to dismiss the complaint, in part on a theory of collateral estoppel.  The hearing officer has deferred consideration of Southern Union’s motion to dismiss.  The AG’s motion to be reimbursed expert and consultant costs by Southern Union of up to $150,000 was granted. By tariff, these costs are recoverable through rates charged to New England Gas Company customers. The hearing officer previously stayed discovery pending resolution of a dispute concerning the applicability of attorney-client privilege to legal billing invoices. The MDPU issued an interlocutory order on June 24, 2013 that lifted the stay, and discovery has resumed. Southern Union believes it has complied with all applicable requirements regarding its filings for cost recovery and has not recorded any accrued liability; however, Southern Union will continue to assess its potential exposure for such cost recoveries as the matter progresses.
Environmental Matters
Our operations are subject to extensive federal, state and local environmental and safety laws and regulations that require expenditures to ensure compliance, including related to air emissions and wastewater discharges, at operating facilities and for remediation at current and former facilities as well as waste disposal sites. Although we believe our operations are in substantial compliance with applicable environmental laws and regulations, risks of additional costs and liabilities are inherent in the business of transporting, storing, gathering, treating, compressing, blending and processing natural gas, natural gas liquids and other products. As a result, there can be no assurance that significant costs and liabilities will not be incurred. Costs of planning, designing, constructing and operating pipelines, plants and other facilities must incorporate compliance with environmental laws and regulations and safety standards. Failure to comply with these laws and regulations may result in the assessment of administrative, civil and criminal penalties, the imposition of remedial obligations, the issuance of injunctions and the filing of federally authorized citizen suits. Contingent losses related to all significant known environmental matters have been accrued and/or separately disclosed. However, we may revise accrual amounts prior to resolution of a particular contingency based on changes in facts and circumstances or changes in the expected outcome.
Environmental exposures and liabilities are difficult to assess and estimate due to unknown factors such as the magnitude of possible contamination, the timing and extent of remediation, the determination of our liability in proportion to other parties, improvements in cleanup technologies and the extent to which environmental laws and regulations may change in the future.

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Although environmental costs may have a significant impact on the results of operations for any single period, we believe that such costs will not have a material adverse effect on our financial position.
Based on information available at this time and reviews undertaken to identify potential exposure, we believe the amount reserved for environmental matters is adequate to cover the potential exposure for cleanup costs.
Environmental Remediation
Our subsidiaries are responsible for environmental remediation at certain sites, including the following:
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.
Southern Union’s distribution operations are responsible for soil and groundwater remediation at certain sites related to manufactured gas plants (“MGPs”) and may also be responsible for the removal of old MGP structures.
Currently operating Sunoco retail sites.
Legacy sites related to Sunoco, that are subject to environmental assessments include formerly owned terminals and other logistics assets, retail sites that Sunoco no longer operates, closed and/or sold refineries and other formerly owned sites.
Sunoco 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, 2013, Sunoco had been named as a PRP at 40 identified or potentially identifiable as “Superfund” sites under federal and/or comparable state law. Sunoco is usually one of a number of companies identified as a PRP at a site. Sunoco has reviewed the nature and extent of its involvement at each site and other relevant circumstances and, based upon Sunoco’s purported nexus to the sites, believes that its potential liability associated with such sites will not be significant.
To the extent estimable, expected remediation costs are included in the amounts recorded for environmental matters in our consolidated balance sheets. In some circumstances, future costs cannot be reasonably estimated because remediation activities are undertaken as claims are made by customers and former customers. To the extent that an environmental remediation obligation is recorded by a subsidiary that applies regulatory accounting policies, amounts that are expected to be recoverable through tariffs or rates are recorded as regulatory assets on our consolidated balance sheets.
The table below reflects the amounts of accrued liabilities recorded in our consolidated balance sheets related to environmental matters that are considered to be probable and reasonably estimable. Except for matters discussed above, we do not have any material environmental matters assessed as reasonably possible that would require disclosure in our consolidated financial statements.
 December 31,
 2013 2012
Current$45
 $46
Non-current350
 165
Total environmental liabilities$395
 $211
In 2013, we have established a wholly-owned captive insurance company to bear certain risks associated with environmental obligations related to certain sites that are no longer operating. The premiums paid to the captive insurance company include estimates for environmental claims that have been incurred but not reported, based on an actuarially determined fully developed claims expense estimate. In such cases, we accrue losses attributable to unasserted claims based on the discounted estimates that are used to develop the premiums paid to the captive insurance company.
During the years ended December 31, 2013 and 2012, Sunoco had $36 million and $12 million, respectively, of expenditures related to environmental cleanup programs.
The EPA’s Spill Prevention, Control and Countermeasures program regulations were recently modified and impose additional requirements on many of our facilities. We expect to expend resources on tank integrity testing and any associated corrective actions as well as potential upgrades to containment structures to comply with the new rules. Costs associated with tank

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integrity testing and resulting corrective actions cannot be reasonably estimated at this time, but we believe such costs will not have a material adverse effect on our financial position, results of operations or cash flows.
On August 20, 2010, the EPA published new regulations under the federal Clean Air Act (“CAA”) to control emissions of hazardous air pollutants from existing stationary reciprocal internal combustion engines. The rule will require us to undertake certain expenditures and activities, likely including purchasing and installing emissions control equipment. In response to an industry group legal challenge to portions of the rule in the U.S. Court of Appeals for the D.C. Circuit and a Petition for Administrative Reconsideration to the EPA, on March 9, 2011, the EPA issued a new proposed rule and direct final rule effective on May 9, 2011 to clarify compliance requirements related to operation and maintenance procedures for continuous parametric monitoring systems. If no further changes to the standard are made as a result of comments to the proposed rule, we would not expect that the cost to comply with the rule’s requirements will have a material adverse effect on our financial condition or results of operations. Compliance with the final rule was required by October 2013, and the Partnership believes it is in compliance.
On June 29, 2011, the EPA finalized a rule under the CAA that revised the new source performance standards for manufacturers, owners and operators of new, modified and reconstructed stationary internal combustion engines. The rule became effective on August 29, 2011. The rule modifications may require us to undertake significant expenditures, including expenditures for purchasing, installing, monitoring and maintaining emissions control equipment, if we replace equipment or expand existing facilities in the future. At this point, we are not able to predict the cost to comply with the rule’s requirements, because the rule applies only to changes we might make in the future.
Our pipeline operations are subject to regulation by the DOT under the PHMSA, pursuant to which the PHMSA has established requirements relating to the design, installation, testing, construction, operation, replacement and management of pipeline facilities. Moreover, the PHMSA, through the Office of Pipeline Safety, has promulgated a rule requiring pipeline operators to develop integrity management programs to comprehensively evaluate their pipelines, and take measures to protect pipeline segments located in what the rule refers to as “high consequence areas.” Activities under these integrity management programs involve the performance of internal pipeline inspections, pressure testing or other effective means to assess the integrity of these regulated pipeline segments, and the regulations require prompt action to address integrity issues raised by the assessment and analysis. Integrity testing and assessment of all of these assets will continue, and the potential exists that results of such testing and assessment could cause us to incur future capital and operating expenditures for repairs or upgrades deemed necessary to ensure the continued safe and reliable operation of our pipelines; however, no estimate can be made at this time of the likely range of such expenditures.
Our operations are also subject to the requirements of the OSHA, and comparable state laws that regulate the protection of the health and safety of employees. In addition, OSHA’s hazardous communication standard requires that information be maintained about hazardous materials used or produced in our operations and that this information be provided to employees, state and local government authorities and citizens. We believe that our operations are in substantial compliance with the OSHA requirements, including general industry standards, record keeping requirements, and monitoring of occupational exposure to regulated substances.
11.
PRICE RISK MANAGEMENT ASSETS AND LIABILITIES:
Commodity Price Risk
We are exposed to market risks related to the volatility of commodity prices. To manage the impact of volatility from these prices, we utilize various exchange-traded and OTC commodity financial instrument contracts. These contracts consist primarily of futures, swaps and options and are recorded at fair value in our consolidated balance sheets.
We inject and hold natural gas in our Bammel storage facility to take advantage of contango markets (i.e., when the price of natural gas is higher in the future than the current spot price). We use financial derivatives to hedge the natural gas held in connection with these arbitrage opportunities. At the inception of the hedge, we lock in a margin by purchasing gas in the spot market or off peak season and entering into a financial contract to lock in the sale price. If we designate the related financial contract as a fair value hedge for accounting purposes, we value the hedged natural gas inventory at current spot market prices along with the financial derivative we use to hedge it. Changes in the spread between the forward natural gas prices designated as fair value hedges and the physical inventory spot price result in unrealized gains or losses until the underlying physical gas is withdrawn and the related designated derivatives are settled. Once the gas is withdrawn and the designated derivatives are settled, the previously unrealized gains or losses associated with these positions are realized. Unrealized margins represent the unrealized gains or losses from our derivative instruments using mark-to-market accounting, with changes in the fair value of our derivatives being recorded directly in earnings. These margins fluctuate based upon changes in the spreads between the physical spot price and forward natural gas prices. If the spread narrows between the physical and financial prices, we will record unrealized gains or lower unrealized losses. If the spread widens, we will record

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unrealized losses or lower unrealized gains. Typically, as we enter the winter months, the spread converges so that we recognize in earnings the original locked-in spread through either mark-to-market adjustments or the physical withdraw of natural gas.
We are also exposed to market risk on natural gas we retain for fees in our intrastate transportation and storage segment and operational gas sales on our interstate transportation and storage segment. We use financial derivatives to hedge the sales price of this gas, including futures, swaps and options. Certain contracts that qualify for hedge accounting are designated as cash flow hedges of the forecasted sale of natural gas. The change in value, to the extent the contracts are effective, remains in AOCI until the forecasted transaction occurs. When the forecasted transaction occurs, any gain or loss associated with the derivative is recorded in cost of products sold in the consolidated statement of operations.
We are also exposed to commodity price risk on NGLs and residue gas we retain for fees in our midstream segment whereby our subsidiaries generally gather and process natural gas on behalf of producers, sell the resulting residue gas and NGL volumes at market prices and remit to producers an agreed upon percentage of the proceeds based on an index price for the residue gas and NGLs. We use NGL and crude derivative swap contracts to hedge forecasted sales of NGL and condensate equity volumes. Certain contracts that qualify for hedge accounting are accounted for as cash flow hedges. The change in value, to the extent the contracts are effective, remains in AOCI until the forecasted transaction occurs. When the forecasted transaction occurs, any gain or loss associated with the derivative is recorded in cost of products sold in the consolidated statement of operations.
We may use derivatives in our NGL transportation and services segment to manage our storage facilities and the purchase and sale of purity NGLs.
Sunoco Logistics utilizes derivatives such as swaps, futures and other derivative instruments to mitigate the risk associated with market movements in the price of refined products and NGLs. These derivative contracts act as a hedging mechanism against the volatility of prices by allowing Sunoco Logistics to transfer this price risk to counterparties who are able and willing to bear it. Since the first quarter 2013, Sunoco Logistics has not designated any of its derivative contracts as hedges for accounting purposes. Therefore, all realized and unrealized gains and losses from these derivative contracts are recognized in the consolidated statements of operations during the current period.
Our trading activities include the use of financial commodity derivatives to take advantage of market opportunities. These trading activities are a complement to our transportation and storage segment’s operations and are netted in cost of products sold in our consolidated statements of operations. Additionally, we also have trading activities related to power and natural gas in our all other segment which are also netted in cost of products sold. As a result of our trading activities and the use of derivative financial instruments in our transportation and storage segment, the degree of earnings volatility that can occur may be significant, favorably or unfavorably, from period to period. We attempt to manage this volatility through the use of daily position and profit and loss reports provided to our risk oversight committee, which includes members of senior management, and the limits and authorizations set forth in our commodity risk management policy.
Derivatives are utilized in our all other segment in order to mitigate price volatility and manage fixed price exposure incurred from contractual obligations. We attempt to maintain balanced positions in our marketing activities to protect against volatility in the energy commodities markets; however, net unbalanced positions can exist.

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The following table details our outstanding commodity-related derivatives:
 December 31, 2013 December 31, 2012
 
Notional
Volume
 Maturity 
Notional
Volume
 Maturity
Mark-to-Market Derivatives       
(Trading)       
Natural Gas (MMBtu):       
Fixed Swaps/Futures9,457,500
 2014-2019 
 
Basis Swaps IFERC/NYMEX(1)
(487,500) 2014-2017 (30,980,000) 2013-2014
Swing Swaps1,937,500
 2014-2016 
 
Power (Megawatt):       
Forwards351,050
 2014 19,650
 2013
Futures(772,476) 2014 (1,509,300) 2013
Options – Puts(52,800) 2014 
 
Options – Calls103,200
 2014 1,656,400
 2013
Crude (Bbls) – Futures103,000
 2014 
 
(Non-Trading)       
Natural Gas (MMBtu):       
Basis Swaps IFERC/NYMEX570,000
 2014 150,000
 2013
Swing Swaps IFERC(9,690,000) 2014-2016 (83,292,500) 2013
Fixed Swaps/Futures(8,195,000) 2014-2015 27,077,500
 2013
Forward Physical Contracts5,668,559
 2014-2015 11,689,855
 2013-2014
Natural Gas Liquid (Bbls) – Forwards/Swaps(280,000) 2014 (30,000) 2013
Refined Products (Bbls) – Futures(1,133,600) 2014 (666,000) 2013
Fair Value Hedging Derivatives       
(Non-Trading)       
Natural Gas (MMBtu):       
Basis Swaps IFERC/NYMEX(7,352,500) 2014 (18,655,000) 2013
Fixed Swaps/Futures(50,530,000) 2014 (44,272,500) 2013
Hedged Item – Inventory50,530,000
 2014 44,272,500
 2013
Cash Flow Hedging Derivatives       
(Non-Trading)       
Natural Gas (MMBtu):       
Basis Swaps IFERC/NYMEX(1,825,000) 2014 
 
Fixed Swaps/Futures(12,775,000) 2014 (8,212,500) 2013
Natural Gas Liquid (Bbls) – Forwards/Swaps(780,000) 2014 (930,000) 2013
Refined Products (Bbls) – Futures
  (98,000) 2013
Crude (Bbls) – Futures(30,000) 2014 
 
(1)
Includes aggregate amounts for open positions related to Houston Ship Channel, Waha Hub, NGPL TexOk, West Louisiana Zone and Henry Hub locations.
We expect gains of $4 million related to commodity derivatives to be reclassified into earnings over the next 12 months related to amounts currently reported in AOCI. The amount ultimately realized, however, will differ as commodity prices change and the underlying physical transaction occurs.
Interest Rate Risk
We are exposed to market risk for changes in interest rates. To maintain a cost effective capital structure, we borrow funds using a mix of fixed rate debt and variable rate debt. We also manage our interest rate exposure by utilizing interest rate swaps

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to achieve a desired mix of fixed and variable rate debt. We also utilize forward starting interest rate swaps to lock in the rate on a portion of our anticipated debt issuances.
The following table summarizes our interest rate swaps outstanding, none of which were designated as hedges for accounting purposes:
      Notional Amount Outstanding
Entity Term
Type(1)
 December 31, 2013 December 31, 2012
ETP 
July 2013(2)
 Forward-starting to pay a fixed rate of 4.03% and receive a floating rate $
 $400
ETP 
July 2014(2)
 Forward-starting to pay a fixed rate of 4.25% and receive a floating rate 400
 400
ETP July 2018 Pay a floating rate plus a spread of 4.17% and receive a fixed rate of 6.70% 600
 600
ETP June 2021 Pay a floating rate plus a spread of 2.17% and receive a fixed rate of 4.65% 400
 
ETP February 2023 Pay a floating rate plus a spread of 1.32% and receive a fixed rate of 3.60% 400
 
Southern Union(3)
 November 2016 Pay a fixed rate of 2.97% and receive a floating rate 
 75
Southern Union(3)
 November 2021 Pay a fixed rate of 3.801% and receive a floating rate 275
 450
(1)
Floating rates are based on 3-month LIBOR.
(2)
Represents the effective date. During the year ended December 31, 2013, we settled $400 million of ETP’s forward-starting interest rate swaps that had an effective date of July 2013. These forward starting swaps have a term of 10 years with a mandatory termination date the same as the effective date.
(3)
In connection with the Panhandle Merger, Southern Union’s interest rate swaps outstanding were assumed by Panhandle.
Credit Risk
Credit risk refers to the risk that a counterparty may default on its contractual obligations resulting in a loss to the Partnership. Credit policies have been approved and implemented to govern the Partnership’s portfolio of counterparties with the objective of mitigating credit losses. These policies establish guidelines, controls and limits to manage credit risk within approved tolerances by mandating an appropriate evaluation of the financial condition of existing and potential counterparties, monitoring agency credit ratings, and by implementing credit practices that limit exposure according to the risk profiles of the counterparties. Furthermore, the Partnership may at times require collateral under certain circumstances to mitigate credit risk as necessary. We also implement the use of industry standard commercial agreements which allow for the netting of positive and negative exposures associated with transactions executed under a single commercial agreement. Additionally, we utilize master netting agreements to offset credit exposure across multiple commercial agreements with a single counterparty or affiliated group of counterparties.
The Partnership’s counterparties consist of a diverse portfolio of customers across the energy industry, including petrochemical companies, commercial and industrials, oil and gas producers, municipalities, utilities and midstream companies. Our overall exposure may be affected positively or negatively by macroeconomic or regulatory changes that could impact our counterparties to one extent or another. Currently, management does not anticipate a material adverse effect in our financial position or results of operations as a consequence of counterparty non-performance.
We have maintenance margin deposits with certain counterparties in the OTC market, primarily independent system operators, and with clearing brokers. Payments on margin deposits are required when the value of a derivative exceeds our pre-established credit limit with the counterparty. Margin deposits are returned to us on or about the settlement date for non-exchange traded derivatives, and we exchange margin calls on a daily basis for exchange traded transactions. Since the margin calls are made daily with the exchange brokers, the fair value of the financial derivative instruments are deemed current and netted in deposits paid to vendors within other current assets in the consolidated balance sheets.
For financial instruments, failure of a counterparty to perform on a contract could result in our inability to realize amounts that have been recorded on our consolidated balance sheets and recognized in net income or other comprehensive income.

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Derivative Summary
The following table provides a summary of our derivative assets and liabilities:
 Fair Value of Derivative Instruments
 Asset Derivatives Liability Derivatives
 December 31, 2013 December 31, 2012 December 31, 2013 December 31, 2012
Derivatives designated as hedging instruments:       
Commodity derivatives (margin deposits)$3
 $8
 $(18) $(10)
 3
 8
 (18) (10)
Derivatives not designated as hedging instruments:       
Commodity derivatives (margin deposits)227
 110
 (209) (116)
Commodity derivatives39
 33
 (38) (34)
Current assets held for sale
 1
 
 
Non-current assets held for sale
 1
 
 
Current liabilities held for sale
 
 
 (9)
Interest rate derivatives47
 55
 (95) (223)
 313
 200
 (342) (382)
Total derivatives$316
 $208
 $(360) $(392)
In addition to the above derivatives, $7 million in option premiums were included in price risk management liabilities as of December 31, 2012.
The following table presents the fair value of our recognized derivative assets and liabilities on a gross basis and amounts offset on the consolidated balance sheets that are subject to enforceable master netting arrangements or similar arrangements:
    Asset Derivatives Liability Derivatives
  Balance Sheet Location December 31, 2013 December 31, 2012 December 31, 2013 December 31, 2012
Derivatives in offsetting agreements:        
OTC contracts Price risk management assets (liabilities) $41
 $28
 $(38) $(27)
Broker cleared derivative contracts Other current assets (liabilities) 265
 150
 (318) (228)
  306
 178
 (356) (255)
Offsetting agreements:        
Collateral paid to OTC counterparties Other current assets 
 
 
 2
Counterparty netting Price risk management assets (liabilities) (36) (25) 36
 25
Payments on margin deposit Other current assets (1) 
 55
 59
  (37) (25) 91

86
Net derivatives with offsetting agreements 269
 153
 (265) (169)
Derivatives without offsetting agreements 47
 55
 (95) (223)
Total derivatives $316
 $208
 $(360) $(392)
We disclose the non-exchange traded financial derivative instruments as price risk management assets and liabilities on our consolidated balance sheets at fair value with amounts classified as either current or long-term depending on the anticipated settlement date.

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The following tables summarize the amounts recognized with respect to our derivative financial instruments:
 Change in Value Recognized in OCI on Derivatives (Effective Portion)
 Years Ended December 31,
 2013 2012 2011
Derivatives in cash flow hedging relationships:     
Commodity derivatives$(1) $8
 $19
Total$(1) $8
 $19
 Location of Gain/(Loss) Reclassified from AOCI into Income (Effective Portion) Amount of Gain/(Loss) Reclassified from AOCI into Income (Effective Portion)
   Years Ended December 31,
   2013 2012 2011
Derivatives in cash flow hedging relationships:       
Commodity derivativesCost of products sold $4
 $14
 $38
Total  $4
 $14
 $38
 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,
   2013 2012 2011
Derivatives in fair value hedging relationships (including hedged item):       
Commodity derivativesCost of products sold $8
 $54
 $34
Total  $8
 $54
 $34
 Location of Gain/(Loss) Recognized in Income on Derivatives Amount of Gain (Loss) Recognized in Income on Derivatives
   Years Ended December 31,
   2013 2012 2011
Derivatives not designated as hedging instruments:       
Commodity derivatives – TradingCost of products sold $(11) $(7) $(30)
Commodity derivatives – Non-tradingCost of products sold (12) (15) 9
Commodity contracts – Non-tradingDeferred gas purchases (3) (26) 
Interest rate derivativesGains (losses) on interest rate derivatives 44
 (4) (77)
Total  $18
 $(52) $(98)
12.
RETIREMENT BENEFITS:
Savings and Profit Sharing Plans
We and our subsidiaries sponsor defined contribution savings and profit sharing plans, which collectively cover virtually all employees. Employer matching contributions are calculated using a formula based on employee contributions. We and our

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subsidiaries made matching contributions of $38 million, $21 million and $11 million to these 401(k) savings plans for the years ended December 31, 2013, 2012 and 2011, respectively.
Pension and Other Postretirement Benefit Plans
Southern Union
Southern Union has funded non-contributory defined benefit pension plans that cover substantially all employees of Southern Union’s distribution operations.  Normal retirement age is 65, but certain plan provisions allow for earlier retirement.  Pension benefits are calculated under formulas principally based on average earnings and length of service for salaried and non-union employees and average earnings and length of service or negotiated non-wage based formulas for union employees.
The 2012 postretirement benefits expense for Southern Union reflects the impact of curtailment accounting as postretirement benefits for all active participants who did not meet certain criteria were eliminated.  Southern Union previously had postretirement health care and life insurance plans that covered substantially of its distribution and transportation and storage operations employees as well as all corporate employees.  The health care plans generally provide for cost sharing between Southern Union and its retirees in the form of retiree contributions, deductibles, coinsurance, and a fixed cost cap on the amount Southern Union pays annually to provide future retiree health care coverage under certain of these plans.
Sunoco
Sunoco has both funded and unfunded noncontributory defined benefit pension plans. Sunoco also has plans which provide health care benefits for substantially all of its current retirees (“postretirement benefit plans”). The postretirement benefit plans are unfunded and the costs are shared by Sunoco and its retirees. Prior to the Sunoco Merger on October 5, 2012, pension benefits under Sunoco’s defined benefit plans were frozen for most of the participants in these plans at which time Sunoco instituted a discretionary profit-sharing contribution on behalf of these employees in its defined contribution plan. Postretirement medical benefits were also phased down or eliminated for all employees retiring after July 1, 2010. Sunoco has established a trust for its postretirement benefit liabilities by making a tax-deductible contribution of approximately $200 million and restructuring the retiree medical plan to eliminate Sunoco’s liability beyond this funded amount. The retiree medical plan change eliminated substantially all of Sunoco’s future exposure to variances between actual results and assumptions used to estimate retiree medical plan obligations.

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Obligations and Funded Status
Pension and other postretirement benefit liabilities are accrued on an actuarial basis during the years an employee provides services. The following table contains information at the dates indicated about the obligations and funded status of pension and other postretirement plans on a combined basis:
 December 31, 2013 December 31, 2012
 Pension Benefits      
 Funded Plans Unfunded Plans Other Postretirement Benefits Pension Benefits Other Postretirement Benefits
Change in benefit obligation:         
Benefit obligation at beginning of period$1,117
 $78
 $296
 $1,257
 $359
Service cost3
 
 
 3
 1
Interest cost33
 2
 6
 15
 3
Amendments
 
 2
 
 17
Benefits paid, net(99) (16) (26) (71) (8)
Curtailments
 
 
 
 (80)
Actuarial (gain) loss and other(74) (3) (14) (9) 4
Settlements(95) 
 
 
 
Dispositions(253) 
 (41) 
 
Benefit obligation at end of period632
 61
 223
 1,195
 296
          
Change in plan assets:         
Fair value of plan assets at beginning of period906
 
 312
 941
 306
Return on plan assets and other43
 
 17
 22
 5
Employer contributions
 
 8
 14
 9
Benefits paid, net(99) 
 (26) (71) (8)
Settlements(95) 
 
 
 
Dispositions(155) 
 (27) 
 
Fair value of plan assets at end of period600
 
 284
 906
 312
          
Amount underfunded (overfunded) at end of period$32
 $61
 $(61) $289
 $(16)
          
Amounts recognized in the consolidated balance sheets consist of:         
Non-current assets$
 $
 $86
 $
 $59
Current liabilities
 (9) (2) (15) (2)
Non-current liabilities(32) (52) (23) (274) (41)
 $(32) $(61) $61
 $(289) $16
          
Amounts recognized in accumulated other comprehensive loss (pre-tax basis) consist of:         
Net actuarial gain$(86) $(4) $(25) $(1) $(1)
Prior service cost
 
 18
 
 16
 $(86) $(4) $(7) $(1) $15

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The following table summarizes information at the dates indicated for plans with an accumulated benefit obligation in excess of plan assets:
 December 31, 2013 December 31, 2012
 Pension Benefits      
 Funded Plans Unfunded Plans Other Postretirement Benefits Pension Benefits Other Postretirement Benefits
Projected benefit obligation$632
 $61
 N/A
 $1,195
 N/A
Accumulated benefit obligation632
 61
 223
 1,179
 $225
Fair value of plan assets600
 
 284
 906
 185
Components of Net Periodic Benefit Cost
 December 31, 2013 December 31, 2012
 Pension Benefits Other Postretirement Benefits Pension Benefits Other Postretirement Benefits
Net Periodic Benefit Cost:       
Service cost$3
 $
 $3
 $1
Interest cost35
 6
 15
 3
Expected return on plan assets(54) (9) (21) (5)
Prior service cost amortization
 1
 
 
Actuarial loss amortization2
 
 
 
Special termination benefits charge
 
 2
 
Curtailment recognition(1)

 
 
 (15)
Settlements(2) 
 
 
 (16) (2) (1) (16)
Regulatory adjustment(2)
5
 
 9
 2
Net periodic benefit cost$(11) $(2) $8
 $(14)
(1)
Subsequent to the Southern Union Merger, Southern Union amended certain of its other postretirement employee benefit plans, which prospectively restrict participation in the plans for the impacted active employees.  The plan amendments resulted in the plans becoming currently over-funded and, accordingly, Southern Union recorded a pre-tax curtailment gain of $75 million.  Such gain was offset by establishment of a non-current refund liability in the amount of $60 million.  As such, the net curtailment gain recognition was $15 million.
(2)
Southern Union has historically recovered certain qualified pension benefit plan and other postretirement benefit plan costs through rates charged to utility customers in its distribution operations.  Certain utility commissions require that the recovery of these costs be based on the Employee Retirement Income Security Act of 1974, as amended, or other utility commission specific guidelines.  The difference between these regulatory-based amounts and the periodic benefit cost calculated pursuant to GAAP is deferred as a regulatory asset or liability and amortized to expense over periods in which this difference will be recovered in rates, as promulgated by the applicable utility commission.
Assumptions
The weighted-average assumptions used in determining benefit obligations at the dates indicated are shown in the table below:
 December 31, 2013 December 31, 2012
 Pension Benefits Other Postretirement Benefits Pension Benefits Other Postretirement Benefits
Discount rate4.65% 2.33% 3.41% 2.39%
Rate of compensation increaseN/A
 N/A
 3.17% N/A

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The weighted-average assumptions used in determining net periodic benefit cost for the periods presented are shown in the table below:
 December 31, 2013 December 31, 2012
 Pension Benefits Other Postretirement Benefits Pension Benefits Other Postretirement Benefits
Discount rate3.50% 2.68% 2.37% 2.43%
Expected return on assets:       
Tax exempt accounts7.50% 6.95% 7.63% 7.00%
Taxable accountsN/A
 4.42% N/A
 4.50%
Rate of compensation increaseN/A
 N/A
 3.02% N/A
The long-term expected rate of return on plan assets was estimated based on a variety of factors including the historical investment return achieved over a long-term period, the targeted allocation of plan assets and expectations concerning future returns in the marketplace for both equity and fixed income securities. Current market factors such as inflation and interest rates are evaluated before long-term market assumptions are determined. Peer data and historical returns are reviewed to ensure reasonableness and appropriateness.
The assumed health care cost trend rates used to measure the expected cost of benefits covered by Southern Union and Sunoco’s other postretirement benefit plans are shown in the table below:
  December 31,
  2013 2012
Health care cost trend rate assumed for next year 7.57% 7.78%
Rate to which the cost trend is assumed to decline (the ultimate trend rate) 5.42% 5.32%
Year that the rate reaches the ultimate trend rate 2018
 2018
Changes in the health care cost trend rate assumptions are not expected to have a significant impact on postretirement benefits.
Plan Assets
For the Southern Union plans, the overall investment strategy is to maintain an appropriate balance of actively managed investments with the objective of optimizing longer-term returns while maintaining a high standard of portfolio quality and achieving proper diversification.  To achieve diversity within its pension plan asset portfolio, Southern Union has targeted the following asset allocations: equity of 25% to 70%, fixed income of 15% to 35%, alternative assets of 10% to 35% and cash of 0% to 10%.  To achieve diversity within its other postretirement plan asset portfolio, Southern Union has targeted the following asset allocations: equity of 25% to 35%, fixed income of 65% to 75% and cash and cash equivalents of 0% to 10%.
The investment strategy of Sunoco funded defined benefit plans is to achieve consistent positive returns, after adjusting for inflation, and to maximize long-term total return within prudent levels of risk through a combination of income and capital appreciation. The objective of this strategy is to reduce the volatility of investment returns, maintain a sufficient funded status of the plans and limit required contributions. Sunoco has targeted the following asset allocations: equity of 35%, fixed income of 55%, and private equity investments of 10%. Sunoco anticipates future shifts in targeted asset allocation from equity securities to fixed income securities if funding levels improve due to asset performance or Sunoco contributions.

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The fair value of the pension plan assets by asset category at the dates indicated is as follows:
   Fair Value Measurements at December 31, 2013 Using Fair Value Hierarchy
 Fair Value as of December 31, 2013 Level 1 Level 2 Level 3
Asset Category:       
Cash and cash equivalents$12
 $12
 $
 $
Mutual funds(1)
368
 
 281
 87
Fixed income securities220
 
 220
 
Total$600
 $12
 $501
 $87
(1)
Primarily comprised of approximately 66% equities, 10% fixed income securities, and 24% in other investments as of December 31, 2013.
   Fair Value Measurements at December 31, 2012 Using Fair Value Hierarchy
 Fair Value as of December 31, 2012 Level 1 Level 2 Level 3
Asset Category:       
Cash and cash equivalents$25
 $25
 $
 $
Mutual funds(1)
516
 
 433
 83
Fixed income securities354
 
 354
 
Multi-strategy hedge funds(2)
11
 
 11
 
Total$906
 $25
 $798
 $83
(1)
Primarily comprised of approximately 36% equities, 54% fixed income securities, and 10% in other investments as of December 31, 2012.
(2)
Primarily includes hedge funds that invest in multiple strategies, including relative value, opportunistic/macro, long/short equities, merger arbitrage/event driven, credit, and short selling strategies, to generate long-term capital appreciation through a portfolio having a diversified risk profile with relatively low volatility and a low correlation with traditional equity and fixed-income markets.  These investments can generally be redeemed effective as of the last day of a calendar quarter at the net asset value per share of the investment with approximately 65 days prior written notice.
The fair value of other postretirement plan assets by asset category at the dates indicated is as follows:
   Fair Value Measurements at December 31, 2013 Using Fair Value Hierarchy
 Fair Value as of December 31, 2013 Level 1 Level 2 Level 3
Asset Category:       
Cash and Cash Equivalents$10
 $10
 $
 $
Mutual funds(1)
130
 112
 18
 
Fixed income securities144
 
 144
 
Total$284
 $122
 $162
 $
(1)
Primarily comprised of approximately 41% equities, 48% fixed income securities, 6% cash, and 5% in other investments as of December 31, 2013.

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   Fair Value Measurements at December 31, 2012 Using Fair Value Hierarchy
 Fair Value as of December 31, 2012 Level 1 Level 2 Level 3
Asset Category:       
Cash and Cash Equivalents$7
 $7
 $
 $
Mutual funds(1)
147
 126
 21
 
Fixed income securities158
 
 158
 
Total$312
 $133
 $179
 $
(1)
Primarily comprised of approximately 19% equities, 74% fixed income securities, 4% cash, and 3% in other investments as of December 31, 2012.
The Level 1 plan assets are valued based on active market quotes.  The Level 2 plan assets are valued based on the net asset value per share (or its equivalent) of the investments, which was not determinable through publicly published sources but was calculated consistent with authoritative accounting guidelines.  See Note 2for information related to the framework used to measure the fair value of its pension and other postretirement plan assets.
Contributions
We expect to contribute approximately $23 million to pension plans and approximately $18 million to other postretirement plans in 2014.  The cost of the plans are funded in accordance with federal regulations, not to exceed the amounts deductible for income tax purposes.
Benefit Payments
Southern Union and Sunoco’s estimate of expected benefit payments, which reflect expected future service, as appropriate, in each of the next five years and in the aggregate for the five years thereafter are shown in the table below:
  Pension Benefits  
Years Funded Plans Unfunded Plans Other Postretirement Benefits (Gross, Before Medicare Part D)
2014 $82
 $9
 $31
2015 77
 9
 29
2016 67
 8
 28
2017 61
 7
 26
2018 56
 7
 24
2019 – 2023 220
 23
 87
The Medicare Prescription Drug Act provides for a prescription drug benefit under Medicare (“Medicare Part D”) as well as a federal subsidy to sponsors of retiree health care benefit plans that provide a prescription drug benefit that is at least actuarially equivalent to Medicare Part D.
Southern Union does not expect to receive any Medicare Part D subsidies in any future periods.
13.
RELATED PARTY TRANSACTIONS:
ETE has agreements with subsidiaries to provide or receive various general and administrative services. ETE pays us to provide services on its behalf and on behalf of other subsidiaries of ETE, which includes the reimbursement of various general and administrative services for expenses incurred by us on behalf of Regency.
In the ordinary course of business, we provide Regency with certain natural gas and NGLs sales and transportation services and compression equipment, and Regency provides us with certain contract compression services. These related party transactions are generally based on transactions made at market-related rates.
Sunoco Logistics has an agreement with PES relating to the Fort Mifflin Terminal Complex. Under this agreement, PES will deliver an average of 300,000 Bbls/d of crude oil and refined products per contract year at the Fort Mifflin facility. PES does not have exclusive use of the Fort Mifflin Terminal Complex; however, Sunoco Logistics is obligated to provide the necessary

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tanks, marine docks and pipelines for PES to meet its minimum requirements under the agreement. Sunoco Logistics entered into a ten-year agreement to provide terminalling services to PES in September 2012.
In September 2012, Sunoco assigned its lease for the use of Sunoco Logistics’ inter-refinery pipelines between the Philadelphia and Marcus Hook refineries to PES. Under the 20-year lease agreement which expires in February 2022, PES leases the inter-refinery pipelines for an annual fee which escalates at 1.67% each January 1 for the term of the agreement. The lease agreement also requires PES to reimburse Sunoco Logistics for any non-routine maintenance expenditures, as defined, incurred during the term of the agreement. There were no material reimbursements under this agreement during the periods presented.
In connection with the acquisition of the Marcus Hook Facility, Sunoco Logistics assumed an agreement to provide butane storage and terminal services to PES at the facility. The 10 year agreement extends through September 2022.
Sunoco Logistics has agreements with PES whereby PES purchases crude oil, at market-based rates, for delivery to Sunoco Logistics’ Fort Mifflin and Eagle Point terminal facilities. These agreements contain minimum volume commitments and extend through 2014.
The renegotiated terms of the agreements with PES provide PES with the option to purchase the Fort Mifflin and Belmont terminals if certain triggering events occur, including a sale of substantially all of the assets or operations of the Philadelphia refinery, an initial public offering or a public debt filing of more than $200 million. The purchase price for each facility would be established based on a fair value amount determined by designated third parties.
The following table summarizes the affiliated revenues on our consolidated statements of operations:
 Years Ended December 31,
 2013 2012 2011
Affiliated revenues$1,550
 $173
 $690
The following table summarizes the related company balances on our consolidated balance sheets:
 December 31,
 2013 2012
Accounts receivable from related companies:   
ETE$18
 $16
Regency53
 10
PES7
 60
FGT29
 2
Eastern Gulf24
 
Other34
 6
Total accounts receivable from related companies:$165
 $94
    
Accounts payable to related companies:   
ETE$8
 $7
Regency24
 2
PES
 13
FGT8
 
Other5
 2
Total accounts payable to related companies:$45
 $24
14.
REPORTABLE SEGMENTS:
As a result of the Sunoco Merger and Holdco Transaction, our reportable segments were re-evaluated and changed in 2012. Our financial statements currently reflect the following reportable segments, which conduct their business exclusively in the United States, as follows:
intrastate transportation and storage;

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interstate transportation and storage;
midstream;
NGL transportation and services;
investment in Sunoco Logistics;
retail marketing; and
all other.
During the fourth quarter 2013, management realigned the composition of our reportable segments, and as a result, our natural gas marketing operations are now aggregated into the “all other” segment. These operations were previously reported in the midstream segment. Based on this change in our segment presentation, we have recast the presentation of our segment results for the prior years to be consistent with the current year presentation.
Intersegment and intrasegment transactions are generally based on transactions made at market-related rates. Consolidated revenues and expenses reflect the elimination of all material intercompany transactions.
Revenues from our intrastate transportation and storage segment are primarily reflected in natural gas sales and gathering, transportation and other fees. Revenues from our interstate transportation and storage segment are primarily reflected in gathering, transportation and other fees. Revenues from our midstream segment are primarily reflected in natural gas sales, NGL sales and gathering, transportation and other fees. Revenues from our NGL transportation and services segment are primarily reflected in NGL sales and gathering, transportation and other fees. Revenues from our investment in Sunoco Logistics segment are primarily reflected in crude sales. Revenues from our retail marketing segment are primarily reflected in refined product sales.
We report Segment Adjusted EBITDA as a measure of segment performance. We define Segment Adjusted EBITDA as earnings before interest, taxes, depreciation, amortization and other non-cash items, such as non-cash compensation expense, gains and losses on disposals of assets, the allowance for equity funds used during construction, unrealized gains and losses on commodity risk management activities, non-cash impairment charges, loss on extinguishment of debt, gain on deconsolidation and other non-operating income or expense items. Unrealized gains and losses on commodity risk management activities include unrealized gains and losses on commodity derivatives and inventory fair value adjustments (excluding lower of cost or market adjustments). Segment Adjusted EBITDA reflects amounts for unconsolidated affiliates based on the Partnership’s proportionate ownership.

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The following tables present the financial information by segment:
 Years Ended December 31,
 2013 2012 2011
Revenues:     
Intrastate transportation and storage:     
Revenues from external customers$2,250
 $2,012
 $2,398
Intersegment revenues202
 179
 276
 2,452
 2,191
 2,674
Interstate transportation and storage:     
Revenues from external customers1,270
 1,109
 447
Intersegment revenues39
 
 
 1,309
 1,109
 447
Midstream:     
Revenues from external customers1,307
 1,757
 1,082
Intersegment revenues942
 196
 401
 2,249
 1,953
 1,483
NGL transportation and services:     
Revenues from external customers2,063
 619
 363
Intersegment revenues64
 31
 34
 2,127
 650
 397
Investment in Sunoco Logistics:     
Revenues from external customers16,480
 3,109
 
Intersegment revenues159
 80
 
 16,639
 3,189
 
Retail marketing:     
Revenues from external customers21,004
 5,926
 
Intersegment revenues8
 
 
 21,012
 5,926
 
All other:     
Revenues from external customers1,965
 1,170
 2,509
Intersegment revenues402
 385
 379
 2,367
 1,555
 2,888
Eliminations(1,816) (871) (1,090)
Total revenues$46,339
 $15,702
 $6,799

S - 75


 Years Ended December 31,
 2013 2012 2011
Cost of products sold:     
Intrastate transportation and storage$1,737
 $1,394
 $1,774
Midstream1,579
 1,273
 988
NGL transportation and services1,655
 361
 218
Investment in Sunoco Logistics15,574
 2,885
 
Retail marketing20,150
 5,757
 
All other2,309
 1,496
 2,274
Eliminations(1,800) (900) (1,079)
Total cost of products sold$41,204
 $12,266
 $4,175
 Years Ended December 31,
 2013 2012 2011
Depreciation and amortization:     
Intrastate transportation and storage$122
 $122
 $120
Interstate transportation and storage244
 209
 81
Midstream172
 168
 85
NGL transportation and services91
 53
 32
Investment in Sunoco Logistics265
 63
 
Retail marketing114
 28
 
All other24
 13
 87
Total depreciation and amortization$1,032
 $656
 $405
 Years Ended December 31,
 2013 2012 2011
Equity in earnings (losses) of unconsolidated affiliates:     
Intrastate transportation and storage$
 $4
 $2
Interstate transportation and storage142
 120
 24
Midstream
 (9) 
NGL transportation and services(2) 2
 
Investment in Sunoco Logistics18
 5
 
Retail marketing2
 1
 
All other12
 19
 
Total equity in earnings of unconsolidated affiliates$172
 $142
 $26

S - 76


 Years Ended December 31,
 2013 2012 2011
Segment Adjusted EBITDA:     
Intrastate transportation and storage$464
 $601
 $667
Interstate transportation and storage1,269
 1,013
 373
Midstream479
 467
 421
NGL transportation and services351
 209
 127
Investment in Sunoco Logistics871
 219
 
Retail marketing325
 109
 
All other194
 126
 193
Total Segment Adjusted EBITDA3,953
 2,744
 1,781
Depreciation and amortization(1,032) (656) (405)
Interest expense, net of interest capitalized(849) (665) (474)
Gain on deconsolidation of Propane Business
 1,057
 
Gain on sale of AmeriGas common units87
 
 
Goodwill impairment(689) 
 
Gains (losses) on interest rate derivatives44
 (4) (77)
Non-cash unit-based compensation expense(47) (42) (38)
Unrealized gains (losses) on commodity risk management activities51
 (9) (11)
LIFO valuation adjustments3
 (75) 
Loss on extinguishment of debt
 (115) 
Non-operating environmental remediation(168) 
 
Adjusted EBITDA related to discontinued operations(76) (99) (23)
Adjusted EBITDA related to unconsolidated affiliates(629) (480) (56)
Equity in earnings of unconsolidated affiliates172
 142
 26
Other, net12
 22
 (4)
Income from continuing operations before income tax expense$832
 $1,820
 $719
 December 31,
 2013 2012 2011
Total assets:     
Intrastate transportation and storage$4,606
 $4,691
 $4,785
Interstate transportation and storage10,988
 11,794
 3,661
Midstream3,133
 4,946
 2,513
NGL transportation and services4,326
 3,765
 2,360
Investment in Sunoco Logistics11,650
 10,291
 
Retail marketing3,936
 3,926
 
All other5,063
 3,817
 2,200
Total$43,702
 $43,230
 $15,519

S - 77


 Years Ended December 31,
 2013 2012 2011
Additions to property, plant and equipment excluding acquisitions, net of contributions in aid of construction costs (accrual basis):     
Intrastate transportation and storage$47
 $37
 $53
Interstate transportation and storage152
 133
 207
Midstream565
 1,317
 837
NGL transportation and services443
 1,302
 325
Investment in Sunoco Logistics1,018
 139
 
Retail marketing176
 58
 
All other54
 63
 62
Total$2,455
 $3,049
 $1,484
 December 31,
 2013 2012 2011
Advances to and investments in unconsolidated affiliates:     
Intrastate transportation and storage$1
 $2
 $1
Interstate transportation and storage2,040
 2,142
 173
Midstream
 1
 
NGL transportation and services29
 29
 27
Investment in Sunoco Logistics125
 118
 
Retail marketing22
 21
 
All other2,219
 1,189
 
Total$4,436
 $3,502
 $201
15.
QUARTERLY FINANCIAL DATA (UNAUDITED):
Summarized unaudited quarterly financial data is presented below. The sum of net income per Limited Partner unit by quarter does not equal the net income per limited partner unit for the year due to the computation of income allocation between the General Partner and Limited Partners and variations in the weighted average units outstanding used in computing such amounts. ETC OLP’s business is also seasonal due to the operations of ET Fuel System and the HPL System. We expect margin related to the HPL System operations to be higher during the periods from November through March of each year and lower during the periods from April through October of each year due to the increased demand for natural gas during the cold weather. However, we cannot assure that management’s expectations will be fully realized in the future and in what time period due to various factors including weather, availability of natural gas in regions in which we operate, competitive factors in the energy industry, and other issues.
  Quarter Ended  
  March 31 June 30 September 30 December 31 Total Year
2013:          
Revenues $10,854
 $11,551
 $11,902
 $12,032
 $46,339
Gross profit 1,260
 1,322
 1,248
 1,305
 5,135
Operating income (loss) 534
 632
 526
 (151) 1,541
Net income (loss) 424
 413
 404
 (473) 768
Limited Partners’ interest in net income (loss) 194
 165
 209
 (666) (98)
Basic net income (loss) per limited partner unit $0.63
 $0.53
 $0.55
 $(1.90) $(0.18)
Diluted net income (loss) per limited partner unit $0.63
 $0.53
 $0.55
 $(1.90) $(0.18)

S - 78


The three months ended December 31, 2013 was impacted by ETP’s recognition of a goodwill impairment of $689 million. For the three months ended December 31, 2013, distributions paid for the period exceeded net income attributable to partners by $1.12 billion. Accordingly, the distributions paid to the General Partner, including incentive distributions, further exceeded net income, and as a result, a net loss was allocated to the Limited Partners for the period.
  Quarter Ended  
  March 31 June 30 September 30 December 31 Total Year
2012:          
Revenues $1,323
 $1,596
 $1,802
 $10,981
 $15,702
Gross profit 542
 797
 776
 1,321
 3,436
Operating income 209
 357
 365
 463
 1,394
Net income 1,088
 135
 64
 361
 1,648
Limited Partners’ interest in net income (loss) 998
 2
 (80) 188
 1,108
Basic net income (loss) per limited partner unit $4.36
 $0.00
 $(0.33) $0.62
 $4.43
Diluted net income (loss) per limited partner unit $4.35
 $0.00
 $(0.33) $0.62
 $4.42
For the three months ended September 30, 2012, distributions paid for the period exceeded net income attributable to partners by $356 million. Accordingly, the distributions paid to the General Partner, including incentive distributions, further exceeded net income, and as a result, a net loss was allocated to the Limited Partners for the period. In addition, for the three months ended June 30, 2012 distributions paid for the period exceeded net income attributable to partners by $223 million. The allocation of the distributions in excess of net income is based on the proportionate ownership interests of the Limited Partners and General Partner. Based on this allocation approach, net income per Limited Partner unit (basic and diluted) for the three months ended June 30, 2012 was approximately zero, after taking into account distributions to be paid with respect to incentive distribution rights and employee unit awards.


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3.ENERGY TRANSFER PARTNERS GP, L.P. AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS


INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets – December 31, 2013 and 2012
Consolidated Statements of Operations – Years Ended December 31, 2013, 2012 and 2011
Consolidated Statements of Comprehensive Income – Years Ended December 31, 2013, 2012 and 2011
Consolidated Statements of Equity – Years Ended December 31, 2013, 2012 and 2011
Consolidated Statements of Cash Flows – Years Ended December 31, 2013, 2012 and 2011
Notes to Consolidated Financial Statements


S - 80


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Partners
Energy Transfer Partners GP, L.P.
We have audited the accompanying consolidated balance sheets of Energy Transfer Partners GP, L.P. (a Delaware limited partnership) and subsidiaries (the “Partnership”) as of December 31, 2013 and 2012, and the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2013. These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We did not audit the consolidated financial statements of Sunoco Logistics Partners L.P., a consolidated subsidiary, as of December 31, 2012 and for the period from October 5, 2012 to December 31, 2012, which statements reflect total assets constituting 24 percent of consolidated total assets as of December 31, 2012, and total revenues of 20 percent of consolidated total revenues for the year then ended. Those statements were audited by other auditors, whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for Sunoco Logistics Partners L.P. as of December 31, 2012 and for the period from October 5, 2012 to December 31, 2012, is based solely on the report of the other auditors.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Partnership’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the report of the other auditors provide a reasonable basis for our opinion.
In our opinion, based on our audits and the report of the other auditors, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Energy Transfer Partners GP, L.P. and subsidiaries as of December 31, 2013 and 2012, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2013 in conformity with accounting principles generally accepted in the United States of America.
/s/ GRANT THORNTON LLP

Dallas, Texas
February 27, 2014


S - 81


ENERGY TRANSFER PARTNERS GP, L.P. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in millions)
 December 31,
 2013 2012
ASSETS   
CURRENT ASSETS:   
Cash and cash equivalents$549
 $311
Accounts receivable, net3,359
 2,910
Accounts receivable from related companies165
 94
Inventories1,765
 1,495
Exchanges receivable56
 55
Price risk management assets35
 21
Current assets held for sale
 184
Other current assets310
 334
Total current assets6,239
 5,404
    
PROPERTY, PLANT AND EQUIPMENT28,430
 27,412
ACCUMULATED DEPRECIATION(2,483) (1,639)
 25,947
 25,773
    
NON-CURRENT ASSETS HELD FOR SALE
 985
ADVANCES TO AND INVESTMENTS IN UNCONSOLIDATED AFFILIATES4,436
 3,502
NON-CURRENT PRICE RISK MANAGEMENT ASSETS17
 42
GOODWILL4,758
 5,635
INTANGIBLE ASSETS, net1,568
 1,561
OTHER NON-CURRENT ASSETS, net766
 357
Total assets$43,731
 $43,259


The accompanying notes are an integral part of these consolidated financial statements.


S - 82


ENERGY TRANSFER PARTNERS GP, L.P. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in millions)
 December 31,
 2013 2012
LIABILITIES AND EQUITY   
CURRENT LIABILITIES:   
Accounts payable$3,627
 $3,002
Accounts payable to related companies45
 24
Exchanges payable285
 156
Price risk management liabilities45
 110
Accrued and other current liabilities1,428
 1,562
Current maturities of long-term debt637
 609
Current liabilities held for sale
 85
Total current liabilities6,067
 5,548
    
NON-CURRENT LIABILITIES HELD FOR SALE
 142
LONG-TERM DEBT, less current maturities16,451
 15,442
LONG-TERM NOTES PAYABLE — RELATED PARTY
 166
NON-CURRENT PRICE RISK MANAGEMENT LIABILITIES54
 129
DEFERRED INCOME TAXES3,762
 3,476
OTHER NON-CURRENT LIABILITIES1,080
 995
    
COMMITMENTS AND CONTINGENCIES (Note 10)   
    
EQUITY:   
General Partner
 
Limited Partners:   
Class A Limited Partner interest71
 86
Class B Limited Partner interest129
 131
Total partners’ capital200
 217
Noncontrolling interest16,117
 17,144
Total equity16,317
 17,361
Total liabilities and equity$43,731
 $43,259



The accompanying notes are an integral part of these consolidated financial statements.

S - 83


ENERGY TRANSFER PARTNERS GP, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in millions)
 Years Ended December 31,
 2013 2012 2011
REVENUES:     
Natural gas sales$3,165
 $2,387
 $2,534
NGL sales2,817
 1,718
 1,113
Crude sales15,477
 2,872
 
Gathering, transportation and other fees2,590
 2,007
 1,488
Refined product sales18,479
 5,299
 
Other3,811
 1,419
 1,664
Total revenues46,339
 15,702
 6,799
COSTS AND EXPENSES:     
Cost of products sold41,204
 12,266
 4,175
Operating expenses1,388
 951
 799
Depreciation and amortization1,032
 656
 405
Selling, general and administrative485
 435
 173
Goodwill impairment689
 
 
Total costs and expenses44,798
 14,308
 5,552
OPERATING INCOME1,541
 1,394
 1,247
OTHER INCOME (EXPENSE):     
Interest expense, net of interest capitalized(849) (665) (474)
Equity in earnings of unconsolidated affiliates172
 142
 26
Gain on deconsolidation of Propane Business
 1,057
 
Gain on sale of AmeriGas common units87
 
 
Loss on extinguishment of debt
 (115) 
Gains (losses) on interest rate derivatives44
 (4) (77)
Non-operating environmental remediation(168) 
 
Other, net5
 11
 (3)
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAX EXPENSE832
 1,820
 719
Income tax expense from continuing operations97
 63
 19
INCOME FROM CONTINUING OPERATIONS735
 1,757
 700
Income (loss) from discontinued operations33
 (109) (3)
NET INCOME768
 1,648
 697
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST262
 1,187
 264
NET INCOME ATTRIBUTABLE TO PARTNERS506
 461
 433
GENERAL PARTNER’S INTEREST IN NET INCOME
 
 
LIMITED PARTNERS’ INTEREST IN NET INCOME$506
 $461
 $433



The accompanying notes are an integral part of these consolidated financial statements.



S - 84


ENERGY TRANSFER PARTNERS GP, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in millions)
 Years Ended December 31,
 2013 2012 2011
Net income$768
 $1,648
 $697
Other comprehensive income (loss), net of tax:     
Reclassification to earnings of gains and losses on derivative instruments accounted for as cash flow hedges(4) (14) (38)
Change in value of derivative instruments accounted for as cash flow hedges(1) 8
 19
Change in value of available-for-sale securities2
 
 (1)
Actuarial gain (loss) relating to pension and other postretirement benefits66
 (10) 
Foreign currency translation adjustment(1) 
 
Change in other comprehensive income from equity investments17
 (9) 
 79
 (25) (20)
Comprehensive income847
 1,623
 677
Less: Comprehensive income attributable to noncontrolling interest341
 1,162
 244
Comprehensive income attributable to partners$506
 $461
 $433



The accompanying notes are an integral part of these consolidated financial statements.


S - 85


ENERGY TRANSFER PARTNERS GP, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
(Dollars in millions)
 
General
Partner
 Limited Partners 
Noncontrolling
Interest
 Total
Balance, December 31, 2010$
 $204
 $4,568
 $4,772
Distributions to partners
 (426) 
 (426)
Distributions to noncontrolling interest
 
 (777) (777)
ETP units issued for cash
 
 1,467
 1,467
Capital contributions from noncontrolling interest
 
 645
 645
ETP issuance of units in acquisitions
 
 3
 3
Non-cash compensation expense, net of units tendered by employees for tax withholdings
 
 30
30
30
Other comprehensive loss, net of tax
 
 (20) (20)
Other, net
 
 (12) (12)
Net income
 433
 264
 697
Balance, December 31, 2011
 211
 6,168
 6,379
Distributions to partners
 (454) 
 (454)
Distributions to noncontrolling interest
 
 (1,122) (1,122)
ETP units issued for cash
 
 791
 791
Capital contributions from noncontrolling interest
 
 343
 343
Sunoco Merger (see Note 3)
 
 5,868
 5,868
Holdco Transaction (see Note 3)
 
 3,913
 3,913
Issuance of ETP units in other acquisitions (excluding Sunoco)
 
 7
 7
Non-cash compensation expense, net of units tendered by employees for tax withholdings
 
 27
 27
Other comprehensive loss net of tax
 
 (25) (25)
Other, net
 (1) (13) (14)
Net income
 461
 1,187
 1,648
Balance, December 31, 2012
 217
 17,144
 17,361
Distributions to partners
 (523) 
 (523)
Distributions to noncontrolling interest
 
 (1,661) (1,661)
ETP units issued for cash
 
 1,611
 1,611
Capital contributions from noncontrolling interest
 
 137
 137
Holdco Acquisition and SUGS Contribution (see Note 3)
 
 (1,440) (1,440)
Other comprehensive income, net of tax
 
 79
 79
Other, net
 
 (15) (15)
Net income
 506
 262
 768
Balance, December 31, 2013$
 $200
 $16,117
 $16,317



The accompanying notes are an integral part of these consolidated financial statements.


S - 86


ENERGY TRANSFER PARTNERS GP, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in millions)
 Years Ended December 31,
 2013 2012 2011
CASH FLOWS FROM OPERATING ACTIVITIES:     
Net income$768
 $1,648
 $697
Reconciliation of net income to net cash provided by operating activities:     
Depreciation and amortization1,032
 656
 405
Deferred income taxes48
 62
 4
Gain on curtailment of other postretirement benefits
 (15) 
Amortization included in interest expense(80) (35) 10
Loss on extinguishment of debt
 115
 
LIFO valuation adjustments(3) 75
 
Non-cash compensation expense47
 42
 38
Gain on deconsolidation of Propane Business
 (1,057) 
Gain on sale of AmeriGas common units(87) 
 
Goodwill impairment689
 
 
Write-down of assets included in loss from discontinued operations
 132
 
Equity in earnings of unconsolidated affiliates(172) (142) (26)
Distributions from unconsolidated affiliates247
 132
 29
Other non-cash42
 68
 29
Net change in operating assets and liabilities, net of effects of acquisitions and deconsolidations (see Note 2)(146) (475) 166
Net cash provided by operating activities2,385
 1,206
 1,352
CASH FLOWS FROM INVESTING ACTIVITIES:     
Cash paid for Citrus Merger
 (1,895) 
Cash proceeds from contribution and sale of propane operations
 1,443
 
Cash proceeds from SUGS Contribution (See Note 3)504
 
 
Cash paid for Holdco Acquisition (See Note 3)(1,332) 
 
Cash proceeds from the sale of the MGE and NEG assets (See Note 3)1,008
 
 
Cash proceeds from the sale of AmeriGas common units346
 
 
Cash (paid) received from all other acquisitions(405) 531
 (1,972)
Capital expenditures (excluding allowance for equity funds used during construction)(2,575) (2,840) (1,416)
Contributions in aid of construction costs52
 35
 25
Contributions to unconsolidated affiliates(1) (30) (222)
Distributions from unconsolidated affiliates in excess of cumulative earnings217
 130
 22
Proceeds from sale of disposal group
 207
 
Proceeds from the sale of assets53
 18
 9
Restricted cash(348) 5
 
Other21
 111
 1
Net cash used in investing activities(2,460) (2,285) (3,553)
      

S - 87


CASH FLOWS FROM FINANCING ACTIVITIES:     
Proceeds from borrowings8,001
 8,208
 6,594
Repayments of long-term debt(7,016) (6,598) (5,217)
Proceeds from borrowings from affiliates
 221
 
Repayments of borrowings from affiliates(166) (55) 
Net proceeds from issuance of ETP Limited Partner units1,611
 791
 1,467
Capital contributions received from noncontrolling interest147
 320
 645
Distributions to partners(523) (454) (426)
Distributions to noncontrolling interest(1,673) (1,130) (785)
Debt issuance costs(32) (20) (20)
Other(36) 
 
Net cash provided by financing activities313
 1,283
 2,258
INCREASE IN CASH AND CASH EQUIVALENTS238
 204
 57
CASH AND CASH EQUIVALENTS, beginning of period311
 107
 50
CASH AND CASH EQUIVALENTS, end of period$549
 $311
 $107



The accompanying notes are an integral part of these consolidated financial statements.


S - 88


ENERGY TRANSFER PARTNERS GP, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollar and unit amounts are in millions)

1.
OPERATIONS AND ORGANIZATION:
Energy Transfer Partners GP, L.P. (“ETP GP” or “the Partnership”) was formed in August 2000 as a Delaware limited partnership. ETP GP is the General Partner and the owner of the general partner interest of Energy Transfer Partners, L.P., a publicly traded master limited partnership (“ETP”). ETP GP is owned 99.99% by its limited partners, and 0.01% by its general partner, Energy Transfer Partners, L.L.C. (“ETP LLC”).
Energy Transfer Equity, L.P. (“ETE”) is the 100% owner of ETP LLC and also owns 100% of our Class A and Class B Limited Partner interests. For more information on our Class A and Class B Limited Partner interests, see Note 6.
Financial Statement Presentation
The consolidated financial statements and notes thereto of ETP GP and its subsidiaries presented herein for the years ended December 31, 2013, 2012 and 2011, have been prepared in accordance with GAAP. We consolidate all majority-owned subsidiaries and subsidiaries we control, even if we do not have a majority ownership. All significant intercompany transactions and accounts are eliminated in consolidation. Management has evaluated subsequent events through February 27, 2014, the date the financial statements were issued.
We also own varying undivided interests in certain pipelines. Ownership of these pipelines has been structured as an ownership of an undivided interest in assets, not as an ownership interest in a partnership, limited liability company, joint venture or other forms of entities. Each owner controls marketing and invoices separately, and each owner is responsible for any loss, damage or injury that may occur to their own customers. As a result, we apply proportionate consolidation for our interests in these assets.
In October 2012, we sold Canyon and the results of continuing operations of Canyon have been reclassified to income (loss) from discontinued operations. In 2013, Southern Union sold its distribution operations. The results of operations of the distribution operations have been reported as income (loss) from discontinued operations. The assets and liabilities of the disposal group have been reported as assets and liabilities held for sale as of December 31, 2012.
In accordance with GAAP, we have accounted for the Holdco Transaction (described in Note 3), whereby ETP obtained control of Southern Union, as a reorganization of entities under common control. Accordingly, our consolidated financial statements have been retrospectively adjusted to reflect consolidation of Southern Union into ETP beginning March 26, 2012 (the date ETE acquired Southern Union).
Business Operations
Our activities are primarily conducted through our operating subsidiaries (collectively, the “Operating Companies”) as follows:
ETC OLP, a Texas limited partnership primarily engaged in midstream and intrastate transportation and storage natural gas operations. ETC OLP owns and operates, through its wholly and majority-owned subsidiaries, natural gas gathering systems, intrastate natural gas pipeline systems and gas processing plants and is 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. ETC OLP’s intrastate transportation and storage operations primarily focus on transporting natural gas in Texas through our Oasis pipeline, ET Fuel System, East Texas pipeline and HPL System. ETC OLP’s midstream operations focus on the gathering, compression, treating, conditioning and processing of natural gas, primarily on or through our Southeast Texas System, Eagle Ford System, North Texas System and Northern Louisiana assets. ETC OLP also owns a 70% interest in Lone Star and also owns a convenience store operator with approximately 300 company-owned and dealer locations.
ET Interstate, a Delaware limited liability company with revenues consisting primarily of fees earned from natural gas transportation services and operational gas sales. ET Interstate is the parent company of:
Transwestern, a Delaware limited liability company engaged in interstate transportation of natural gas. Transwestern’s revenues consist primarily of fees earned from natural gas transportation services and operational gas sales.
ETC FEP, a Delaware limited liability company that directly owns a 50% interest in FEP, which owns 100% of the Fayetteville Express interstate natural gas pipeline.
ETC Tiger, a Delaware limited liability company engaged in interstate transportation of natural gas.

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CrossCountry, a Delaware limited liability company that indirectly owns a 50% interest in Citrus Corp., which owns 100% of the FGT interstate natural gas pipeline.
ETC Compression, a Delaware limited liability company engaged in natural gas compression services and related equipment sales.
Sunoco Logistics, a publicly traded Delaware limited partnership that owns and operates a logistics business, consisting of refined products and crude oil pipelines, terminalling and storage assets, and refined products and crude oil acquisition and marketing assets.
Holdco, a Delaware limited liability company that indirectly owns Panhandle and Sunoco. As discussed in Note 3, ETP acquired ETE’s 60% interest in Holdco on April 30, 2013. Panhandle and Sunoco operations are described as follows:
Panhandle owns and operates assets in the regulated and unregulated natural gas industry and is primarily engaged in the transportation, storage and distribution of natural gas in the United States. As discussed in Note 3, on April 30, 2013, Southern Union completed its contribution to Regency of all of the issued and outstanding membership interests in Southern Union Gathering Company, LLC, and its subsidiaries, including SUGS. Also, as discussed in Note 3, Southern Union completed its sale of the assets of MGE and NEG in 2013. Additionally, as discussed in Note 3, in January 2014, Panhandle consummated a merger with Southern Union, the indirect parent of Panhandle, and PEPL Holdings, the sole limited partner of Panhandle, pursuant to which each of Southern Union and PEPL Holdings were merged with and into Panhandle, with Panhandle surviving the merger.
Sunoco owns and operates retail marketing assets, that sell gasoline and middle distillates and operate convenience stores primarily on the east coast and in the midwest region of the United States.
The Partnership, ETP, the Operating Companies and their subsidiaries are collectively described in this report as “we,” “us,” “our,” “ETP,” “Energy Transfer” or the “Partnership.”

2.
ESTIMATES, SIGNIFICANT ACCOUNTING POLICIES AND BALANCE SHEET DETAIL:
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the accrual for and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
The natural gas industry conducts its business by processing actual transactions at the end of the month following the month of delivery. Consequently, the most current month’s financial results for the midstream, NGL and intrastate transportation and storage operations are estimated using volume estimates and market prices. Any differences between estimated results and actual results are recognized in the following month’s financial statements. Management believes that the estimated operating results represent the actual results in all material respects.
Some of the other significant estimates made by management include, but are not limited to, the timing of certain forecasted transactions that are hedged, the fair value of derivative instruments, useful lives for depreciation and amortization, purchase accounting allocations and subsequent realizability of intangible assets, fair value measurements used in the goodwill impairment test, market value of inventory, assets and liabilities resulting from the regulated ratemaking process, contingency reserves and environmental reserves. Actual results could differ from those estimates.
Revenue Recognition
Revenues for sales of natural gas and NGLs are recognized at the later of the time of delivery of the product to the customer or the time of sale or installation. Revenues from service labor, transportation, treating, compression and gas processing are recognized upon completion of the service. Transportation capacity payments are recognized when earned in the period the capacity is made available.
Our intrastate transportation and storage and interstate transportation and storage operations’ results are determined primarily by the amount of capacity our customers reserve as well as the actual volume of natural gas that flows through the transportation pipelines. Under transportation contracts, our customers are charged (i) a demand fee, which is a fixed fee for the reservation of an agreed amount of capacity on the transportation pipeline for a specified period of time and which obligates the customer to pay even if the customer does not transport natural gas on the respective pipeline, (ii) a transportation fee, which is based on the actual throughput of natural gas by the customer, (iii) fuel retention based on a percentage of gas transported on the pipeline, or (iv) a combination of the three, generally payable monthly. Fuel retained for a fee is typically valued at market prices.

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Our intrastate transportation and storage operations also generates revenues and margin from the sale of natural gas to electric utilities, independent power plants, local distribution companies, industrial end-users and other marketing companies on the HPL System. Generally, we purchase natural gas from the market, including purchases from our marketing operations, and from producers at the wellhead.
In addition, our intrastate transportation and storage operations generates revenues and margin from fees charged for storing customers’ working natural gas in our storage facilities. We also engage in natural gas storage transactions in which we seek to find and profit from pricing differences that occur over time utilizing the Bammel storage reservoir. We purchase physical natural gas and then sell financial contracts at a price sufficient to cover our carrying costs and provide for a gross profit margin. We expect margins from natural gas storage transactions to be higher during the periods from November to March of each year and lower during the period from April through October of each year due to the increased demand for natural gas during colder weather. However, we cannot assure that management’s expectations will be fully realized in the future and in what time period, due to various factors including weather, availability of natural gas in regions in which we operate, competitive factors in the energy industry, and other issues.
Results from the midstream operations are determined primarily by the volumes of natural gas gathered, compressed, treated, processed, purchased and sold through our pipeline and gathering systems and the level of natural gas and NGL prices. We generate midstream revenues and gross margins principally under fee-based or other arrangements in which we receive a fee for natural gas gathering, compressing, treating or processing services. The revenue earned from these arrangements is directly related to the volume of natural gas that flows through our systems and is not directly dependent on commodity prices.
We also utilize other types of arrangements in our midstream operations, including (i) discount-to-index price arrangements, which involve purchases of natural gas at either (1) a percentage discount to a specified index price, (2) a specified index price less a fixed amount or (3) a percentage discount to a specified index price less an additional fixed amount, (ii) percentage-of-proceeds arrangements under which we gather and process natural gas on behalf of producers, sell the resulting residue gas and NGL volumes at market prices and remit to producers an agreed upon percentage of the proceeds based on an index price, (iii) keep-whole arrangements where we gather natural gas from the producer, process the natural gas and sell the resulting NGLs to third parties at market prices, (iv) purchasing all or a specified percentage of natural gas and/or NGL delivered from producers and treating or processing our plant facilities, and (v) making other direct purchases of natural gas and/or NGL at specified delivery points to meet operational or marketing obligations. In many cases, we provide services under contracts that contain a combination of more than one of the arrangements described above. The terms of our contracts vary based on gas quality conditions, the competitive environment at the time the contracts are signed and customer requirements. Our contract mix may change as a result of changes in producer preferences, expansion in regions where some types of contracts are more common and other market factors.
NGL storage and pipeline transportation revenues are recognized when services are performed or products are delivered, respectively. Fractionation and processing revenues are recognized when product is either loaded into a truck or injected into a third party pipeline, which is when title and risk of loss pass to the customer.
In our natural gas compression business, revenue is recognized for compressor packages and technical service jobs using the completed contract method which recognizes revenue upon completion of the job. Costs incurred on a job are deducted at the time revenue is recognized.
We conduct marketing activities in which we market the natural gas that flows through our assets, referred to as on-system gas. We also attract other customers by marketing volumes of natural gas that do not move through our assets, referred to as off-system gas. For both on-system and off-system gas, we purchase natural gas from natural gas producers and other supply points and sell 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.
Terminalling and storage revenues are recognized at the time the services are provided. Pipeline revenues are recognized upon delivery of the barrels to the location designated by the shipper. Crude oil acquisition and marketing revenues, as well as refined product marketing revenues, are recognized when title to the product is transferred to the customer. Revenues are not recognized for crude oil exchange transactions, which are entered into primarily to acquire crude oil of a desired quality or to reduce transportation costs by taking delivery closer to end markets. Any net differential for exchange transactions is recorded as an adjustment of inventory costs in the purchases component of cost of products sold and operating expenses in the statements of operations.
Our retail marketing operations sells gasoline and diesel in addition to a broad mix of merchandise such as groceries, fast foods and beverages at its convenience stores. In addition, some of Sunoco’s retail outlets provide a variety of car care services. Revenues related to the sale of products are recognized when title passes, while service revenues are recognized when services are provided. Title passage generally occurs when products are shipped or delivered in accordance with the

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terms of the respective sales agreements. In addition, revenues are not recognized until sales prices are fixed or determinable and collectability is reasonably assured.
Regulatory Accounting – Regulatory Assets and Liabilities
Our interstate transportation and storage operations are subject to regulation by certain state and federal authorities, and certain subsidiaries in those operations have accounting policies that conform to the accounting requirements and ratemaking practices of the regulatory authorities. The application of these accounting policies allows certain of our regulated entities to defer expenses and revenues on the balance sheet as regulatory assets and liabilities when it is probable that those expenses and revenues will be allowed in the ratemaking process in a period different from the period in which they would have been reflected in the consolidated statement of operations by an unregulated company. These deferred assets and liabilities will be reported in results of operations in the period in which the same amounts are included in rates and recovered from or refunded to customers. Management’s assessment of the probability of recovery or pass through of regulatory assets and liabilities will require judgment and interpretation of laws and regulatory commission orders. If, for any reason, we cease to meet the criteria for application of regulatory accounting treatment for these entities, the regulatory assets and liabilities related to those portions ceasing to meet such criteria would be eliminated from the consolidated balance sheet for the period in which the discontinuance of regulatory accounting treatment occurs.
Southern Union recorded regulatory assets with respect to its distribution operations. At December 31, 2012, we had $123 million of regulatory assets included in the consolidated balance sheet as non-current assets held for sale. Southern Union’s distribution operations were sold in 2013.
Although Panhandle’s natural gas transmission systems and storage operations are subject to the jurisdiction of FERC in accordance with the Natural Gas Act of 1938 and Natural Gas Policy Act of 1978, it does not currently apply regulatory accounting policies in accounting for its operations.  In 1999, prior to its acquisition by Southern Union, Panhandle discontinued the application of regulatory accounting policies primarily due to the level of discounting from tariff rates and its inability to recover specific costs.
Cash, Cash Equivalents and Supplemental Cash Flow Information
Cash and cash equivalents include all cash on hand, demand deposits, and investments with original maturities of three months or less. We consider cash equivalents to include short-term, highly liquid investments that are readily convertible to known amounts of cash and that are subject to an insignificant risk of changes in value.
We place our cash deposits and temporary cash investments with high credit quality financial institutions. At times, our cash and cash equivalents may be uninsured or in deposit accounts that exceed the Federal Deposit Insurance Corporation insurance limit.

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The net change in operating assets and liabilities (net of acquisitions) included in cash flows from operating activities is comprised as follows:
 Years Ended December 31,
 2013 2012 2011
Accounts receivable$(458) $300
 $3
Accounts receivable from related companies(17) (50) (28)
Inventories(256) (253) 68
Exchanges receivable(24) 11
 3
Other current assets(56) 571
 (62)
Other non-current assets, net(22) (53) 7
Accounts payable525
 (979) 31
Accounts payable to related companies(122) 100
 6
Exchanges payable131
 
 3
Accrued and other current liabilities152
 (151) 60
Other non-current liabilities151
 25
 
Price risk management assets and liabilities, net(150) 4
 75
Net change in operating assets and liabilities, net of effects of acquisitions and deconsolidations$(146) $(475) $166
Non-cash investing and financing activities and supplemental cash flow information are as follows:
 Years Ended December 31,
 2013 2012 2011
NON-CASH INVESTING ACTIVITIES:     
Accrued capital expenditures$167
 $359
 $202
AmeriGas limited partner interest received in exchange for contribution of Propane Business$
 $1,123
 $
Regency common and Class F units received in exchange for contribution of SUGS$961
 $
 $
NON-CASH FINANCING ACTIVITIES:     
Long-term debt assumed and non-compete agreement notes payable issued in acquisitions$
 $6,658
 $4
Issuance of ETP common units in connection with certain acquisitions$
 $2,295
 $3
Issuance of ETP Common Units in connection with the Holdco Acquisition$2,464
 $
 $
Contributions receivable related to noncontrolling interest$13
 $23
 $
SUPPLEMENTAL CASH FLOW INFORMATION:     
Cash paid for interest, net of interest capitalized$903
 $678
 $476
Cash paid for income taxes$57
 $22
 $24
Accounts Receivable
Our midstream, NGL and intrastate transportation and storage operations deal with counterparties that are typically either investment grade or are otherwise secured with a letter of credit or other form of security (corporate guaranty prepayment or master setoff agreement). Management reviews midstream and intrastate transportation and storage accounts receivable balances bi-weekly. Credit limits are assigned and monitored for all counterparties of the midstream and intrastate transportation and storage operations. Bad debt expense related to these receivables is recognized at the time an account is deemed uncollectible.

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Sunoco Logistics extends credit terms to certain customers after review of various credit indicators, including the customer’s credit rating. Outstanding customer receivable balances are regularly reviewed for possible non-payment indicators and reserves are recorded for doubtful accounts based upon management’s estimate of collectability at the time of review. Actual balances are charged against the reserve when all collection efforts have been exhausted.
Our interstate transportation and storage operations have a concentration of customers in the electric and gas utility industries as well as natural gas producers. This concentration of customers may impact our overall exposure to credit risk, either positively or negatively, in that the customers may be similarly affected by changes in economic or other conditions. From time to time, specifically identified customers having perceived credit risk are required to provide prepayments or other forms of collateral. Management believes that the portfolio of receivables, which includes regulated electric utilities, regulated local distribution companies and municipalities, is subject to minimal credit risk. Our interstate transportation and storage operations establish an allowance for doubtful accounts on trade receivables based on the expected ultimate recovery of these receivables and consider many factors including historical customer collection experience, general and specific economic trends and known specific issues related to individual customers, sectors and transactions that might impact collectability.
Our retail marketing operations extends credit to customers after a review of credit rating and other credit indicators.  Management records reserves for bad debt by computing a proportion of average write-off activity over the past five years in comparison to the outstanding balance in accounts receivable.  This proportion is then applied to the accounts receivable balance at the end of the reporting period to calculate a current estimate of what is uncollectible.  The credit department and business line managers make the decision to write off an account, based on understanding of the potential collectability.
We enter into netting arrangements with counterparties of derivative contracts to mitigate credit risk. Transactions are confirmed with the counterparty and the net amount is settled when due. Amounts outstanding under these netting arrangements are presented on a net basis in the consolidated balance sheets.
Inventories
Inventories consist principally of natural gas held in storage, crude oil, petroleum and chemical products. Natural gas held in storage is valued at the lower of cost or market utilizing the weighted-average cost method. The cost of crude oil and petroleum and chemical products is determined using the last-in, first out method. The cost of appliances, parts and fittings is determined by the first-in, first-out method.
Inventories consisted of the following:
 December 31,
 2013 2012
Natural gas and NGLs$519
 $334
Crude oil488
 418
Refined products597
 572
Appliances, parts and fittings, and other161
 171
Total inventories$1,765
 $1,495
We utilize commodity derivatives to manage price volatility associated with our natural gas inventory. Changes in fair value of designated hedged inventory are recorded in inventory on our consolidated balance sheets and cost of products sold in our consolidated statements of operations.
Exchanges
Exchanges consist of natural gas and NGL delivery imbalances (over and under deliveries) with others. These amounts, which are valued at market prices or weighted average market prices pursuant to contractual imbalance agreements, turn over monthly and are recorded as exchanges receivable or exchanges payable on our consolidated balance sheets. These imbalances are generally settled by deliveries of natural gas or NGLs, but may be settled in cash, depending on contractual terms.

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Other Current Assets
Other current assets consisted of the following:
 December 31,
 2013 2012
Deposits paid to vendors$49
 $41
Prepaid and other261
 293
Total other current assets$310
 $334
Property, Plant and Equipment
Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful or FERC mandated lives of the assets, if applicable. Expenditures for maintenance and repairs that do not add capacity or extend the useful life are expensed as incurred. Expenditures to refurbish assets that either extend the useful lives of the asset or prevent environmental contamination are capitalized and depreciated over the remaining useful life of the asset. Additionally, we capitalize certain costs directly related to the construction of assets including internal labor costs, interest and engineering costs. Upon disposition or retirement of pipeline components or natural gas plant components, any gain or loss is recorded to accumulated depreciation. When entire pipeline systems, gas plants or other property and equipment are retired or sold, any gain or loss is included in our consolidated statements of operations.
We review property, plant and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. If such a review should indicate that the carrying amount of long-lived assets is not recoverable, we reduce the carrying amount of such assets to fair value. A write down of the carrying amounts of the Canyon assets to their fair values was recorded for approximately $128 million during the year ended December 31, 2012.
Capitalized interest is included for pipeline construction projects, except for certain interstate projects for which an allowance for funds used during construction (“AFUDC”) is accrued. Interest is capitalized based on the current borrowing rate of our revolving credit facility when the related costs are incurred. AFUDC is calculated under guidelines prescribed by the FERC and capitalized as part of the cost of utility plant for interstate projects. It represents the cost of servicing the capital invested in construction work-in-process. AFUDC is segregated into two component parts – borrowed funds and equity funds.

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Components and useful lives of property, plant and equipment were as follows:
 December 31,
 2013 2012
Land and improvements$878
 $551
Buildings and improvements (5 to 45 years)900
 568
Pipelines and equipment (5 to 83 years)16,966
 17,031
Natural gas and NGL storage facilities (5 to 46 years)1,083
 1,057
Bulk storage, equipment and facilities (2 to 83 years)1,933
 1,745
Tanks and other equipment (5 to 40 years)1,685
 1,187
Retail equipment (3 to 99 years)450
 258
Vehicles (1 to 25 years)124
 77
Right of way (20 to 83 years)1,901
 2,042
Furniture and fixtures (2 to 25 years)48
 48
Linepack116
 116
Pad gas52
 58
Other (1 to 48 years)626
 986
Construction work-in-process1,668
 1,688
 28,430
 27,412
Less – Accumulated depreciation(2,483) (1,639)
Property, plant and equipment, net$25,947
 $25,773
We recognized the following amounts of depreciation expense for the periods presented:
 Years Ended December 31,
 2013 2012 2011
Depreciation expense(1)
$944
 $615
 $380
Capitalized interest, excluding AFUDC$43
 $99
 $11
(1)
Depreciation expense amounts have been adjusted by $26 million for the year ended December 31, 2011 to present Canyon’s operations as discontinued operations.
Advances to and Investments in Unconsolidated Affiliates
We own interests in a number of related businesses that are accounted for by the equity method. In general, we use the equity method of accounting for an investment for which we exercise significant influence over, but do not control, the investee’s operating and financial policies.
Goodwill
Goodwill is tested for impairment annually or more frequently if circumstances indicate that goodwill might be impaired. Our annual impairment test is performed as of August 31 for subsidiaries in our intrastate transportation and storage and midstream operations and during the fourth quarter for subsidiaries in our interstate transportation and storage, NGL transportation and services, and retail marketing operations and all others. We recorded goodwill impairments for the periods presented in these consolidated financial statements.

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Changes in the carrying amount of goodwill were as follows:
 
Intrastate
Transportation
and Storage
 
Interstate
Transportation and Storage
 Midstream NGL Transportation and Services Investment in Sunoco Logistics Retail Marketing All Other ETP GP Total
Balance, December 31, 2011$10
 $99
 $37
 $432
 $
 $
 $642
 $29
 $1,249
Goodwill acquired
 1,785
 338
 
 1,368
 1,272
 375
 
 5,138
Goodwill sold in deconsolidation of Propane Business
 
 
 
 
 
 (619) 
 (619)
Goodwill allocated to the disposal group
 
 
 
 
 
 (133) 
 (133)
Balance, December 31, 201210
 1,884
 375
 432
 1,368
 1,272
 265
 29
 5,635
Goodwill acquired
 
 
 
 
 156
 
 
 156
Goodwill disposed
 
 (337) 
 
 


 
 (337)
Goodwill impairment
 (689) 
 
 
 
 
 
 (689)
Other
 
 (2) 
 (22) 17
 
 
 (7)
Balance, December 31, 2013$10
 $1,195
 $36
 $432
 $1,346
 $1,445
 $265
 29
 $4,758
Goodwill is recorded at the acquisition date based on a preliminary purchase price allocation and generally may be adjusted when the purchase price allocation is finalized. We recorded a net decrease in goodwill of $877 million during the year ended December 31, 2013 primarily due to Trunkline LNG’s goodwill impairment of $689 million (see below) and a decrease of $337 million as a result of the SUGS Contribution (see Note 3). These decreases were offset by additional goodwill of $156 million from acquisitions in 2013. This additional goodwill is not expected to be deductible for tax purposes.
During the fourth quarter of 2013, we performed a goodwill impairment test on our Trunkline LNG reporting unit. In accordance with GAAP, we performed step one of the goodwill impairment test and determined that the estimated fair value of the Trunkline LNG reporting unit was less than its carrying amount primarily due to changes related to (i) the structure and capitalization of the planned LNG export project at Trunkline LNG’s Lake Charles facility, (ii) an analysis of current macroeconomic factors, including global natural gas prices and relative spreads, as of the date of our assessment, (iii) judgments regarding the prospect of obtaining regulatory approval for a proposed LNG export project and the uncertainty associated with the timing of such approvals, and (iv) changes in assumptions related to potential future revenues from the import facility and the proposed export facility. An assessment of these factors in the fourth quarter of 2013 led to a conclusion that the estimated fair value of the Trunkline LNG reporting unit was less than its carrying amount. We then applied the second step in the goodwill impairment test, allocating the estimated fair value of the reporting unit among all of the assets and liabilities of the reporting unit in a hypothetical purchase price allocation. The assets and liabilities of the reporting unit had recently been measured at fair value in 2012 as a result of the acquisition of Southern Union, and those estimated fair values had been recorded at the reporting unit through the application of “push-down” accounting. For purposes of the hypothetical purchase price allocation used in the goodwill impairment test, we estimated the fair value of the assets and liabilities of the reporting unit in a manner similar to the original purchase price allocation. In allocating value to the property, plant and equipment, we used current replacement costs adjusted for assumed depreciation. We also included the estimated fair value of working capital and identifiable intangible assets in the reporting unit. We adjusted deferred income taxes based on these estimated fair values. Based on this hypothetical purchase price allocation, estimated goodwill was $184 million, which was less than the balance of $873 million that had originally been recorded by the reporting unit through “push-down” accounting in 2012. As a result, we recorded a goodwill impairment of $689 million during the fourth quarter of 2013.
No other goodwill impairments were identified or recorded for our reporting units.
Intangible Assets
Intangible assets are stated at cost, net of amortization computed on the straight-line method. We eliminate from our balance sheet the gross carrying amount and the related accumulated amortization for any fully amortized intangibles in the year they are fully amortized.

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Components and useful lives of intangible assets were as follows:
 December 31, 2013 December 31, 2012
 
Gross Carrying
Amount
 
Accumulated
Amortization
 
Gross Carrying
Amount
 
Accumulated
Amortization
Amortizable intangible assets:       
Customer relationships, contracts and agreements (3 to 46 years)$1,393
 $(164) $1,290
 $(80)
Patents (9 years)48
 (6) 48
 (1)
Other (10 to 15 years)4
 (1) 4
 (1)
Total amortizable intangible assets$1,445
 $(171) $1,342
 $(82)
Non-amortizable intangible assets:       
Trademarks294
 
 301
 
Total intangible assets$1,739
 $(171) $1,643
 $(82)
Aggregate amortization expense of intangible assets was as follows:
 Years Ended December 31,
 2013 2012 2011
Reported in depreciation and amortization$88
 $36
 $24
Estimated aggregate amortization expense for the next five years is as follows:
Years Ending December 31:  
2014 $93
2015 93
2016 93
2017 93
2018 92
We review amortizable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. If such a review should indicate that the carrying amount of amortizable intangible assets is not recoverable, we reduce the carrying amount of such assets to fair value. We review non-amortizable intangible assets for impairment annually, or more frequently if circumstances dictate.
Other Non-Current Assets, net
Other non-current assets, net are stated at cost less accumulated amortization. Other non-current assets, net consisted of the following:
 December 31,
 2013 2012
Unamortized financing costs (3 to 30 years)$70
 $54
Regulatory assets86
 87
Deferred charges144
 140
Restricted funds378
 
Other88
 76
Total other non-current assets, net$766
 $357
Restricted funds primarily consisted of restricted cash held in our wholly-owned captive insurance companies.

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Asset Retirement Obligation
We have determined that we are obligated by contractual or regulatory requirements to remove facilities or perform other remediation upon retirement of certain assets. The fair value of any ARO is determined based on estimates and assumptions related to retirement costs, which the Partnership bases on historical retirement costs, future inflation rates and credit-adjusted risk-free interest rates. These fair value assessments are considered to be level 3 measurements, as they are based on both observable and unobservable inputs. Changes in the liability are recorded for the passage of time (accretion) or for revisions to cash flows originally estimated to settle the ARO.
An ARO is required to be recorded when a legal obligation to retire an asset exists and such obligation can be reasonably estimated. We will record an asset retirement obligation in the periods in which management can reasonably estimate the settlement dates.
Except for the AROs of Southern Union, Sunoco Logistics and Sunoco discussed below, management was not able to reasonably measure the fair value of asset retirement obligations as of December 31, 2013 and 2012 because the settlement dates were indeterminable. Although a number of other onshore assets in Southern Union’s system are subject to agreements or regulations that give rise to an ARO upon Southern Union’s discontinued use of these assets, AROs were not recorded because these assets have an indeterminate removal or abandonment date given the expected continued use of the assets with proper maintenance or replacement. Sunoco has legal asset retirement obligations for several other assets at its refineries, pipelines and terminals, for which it is not possible to estimate when the obligations will be settled. Consequently, the retirement obligations for these assets cannot be measured at this time. At the end of the useful life of these underlying assets, Sunoco is legally or contractually required to abandon in place or remove the asset. Sunoco Logistics believes it may have additional asset retirement obligations related to its pipeline assets and storage tanks, for which it is not possible to estimate whether or when the retirement obligations will be settled. Consequently, these retirement obligations cannot be measured at this time.
Below is a schedule of AROs by entity recorded as other non-current liabilities in the consolidated balance sheet:
 December 31,
 2013 2012
Southern Union$55
 $46
Sunoco84
 53
Sunoco Logistics41
 41
 $180
 $140
Individual component assets have been and will continue to be replaced, but the pipeline and the natural gas gathering and processing systems will continue in operation as long as supply and demand for natural gas exists. Based on the widespread use of natural gas in industrial and power generation activities, management expects supply and demand to exist for the foreseeable future.  We have in place a rigorous repair and maintenance program that keeps the pipelines and the natural gas gathering and processing systems in good working order. Therefore, although some of the individual assets may be replaced, the pipelines and the natural gas gathering and processing systems themselves will remain intact indefinitely.
As of December 31, 2013, there were no legally restricted funds for the purpose of settling AROs.

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Accrued and Other Current Liabilities
Accrued and other current liabilities consisted of the following:
 December 31,
 2013 2012
Interest payable$294
 $256
Customer advances and deposits126
 44
Accrued capital expenditures166
 356
Accrued wages and benefits155
 236
Taxes payable other than income taxes214
 203
Income taxes payable3
 40
Deferred income taxes119
 130
Other351
 297
Total accrued and other current liabilities$1,428
 $1,562
Deposits or advances are received from our customers as prepayments for natural gas deliveries in the following month. Prepayments and security deposits may also be required when customers exceed their credit limits or do not qualify for open credit.
Environmental Remediation
We accrue environmental remediation costs for work at identified sites where an assessment has indicated that cleanup costs are probable and reasonably estimable. Such accruals are undiscounted and are based on currently available information, estimated timing of remedial actions and related inflation assumptions, existing technology and presently enacted laws and regulations. If a range of probable environmental cleanup costs exists for an identified site, the minimum of the range is accrued unless some other point in the range is more likely in which case the most likely amount in the range is accrued.
Fair Value of Financial Instruments
The carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximate their fair value. Price risk management assets and liabilities are recorded at fair value.
Based on the estimated borrowing rates currently available to us and our subsidiaries for loans with similar terms and average maturities, the aggregate fair value and carrying amount of our debt obligations as of December 31, 2013 was $17.69 billion and $17.09 billion, respectively. As of December 31, 2012, the aggregate fair value and carrying amount of our debt obligations was $17.84 billion and $16.22 billion, respectively. The fair value of our consolidated debt obligations is a Level 2 valuation based on the observable inputs used for similar liabilities.
We have commodity derivatives and interest rate derivatives that are accounted for as assets and liabilities at fair value in our consolidated balance sheets. We determine the fair value of our assets and liabilities subject to fair value measurement by using the highest possible “level” of inputs. Level 1 inputs are observable quotes in an active market for identical assets and liabilities. We consider the valuation of marketable securities and commodity derivatives transacted through a clearing broker with a published price from the appropriate exchange as a Level 1 valuation. Level 2 inputs are inputs observable for similar assets and liabilities. We consider OTC commodity derivatives entered into directly with third parties as a Level 2 valuation since the values of these derivatives are quoted on an exchange for similar transactions. Additionally, we consider our options transacted through our clearing broker as having Level 2 inputs due to the level of activity of these contracts on the exchange in which they trade. We consider the valuation of our interest rate derivatives as Level 2 as the primary input, the LIBOR curve, is based on quotes from an active exchange of Eurodollar futures for the same period as the future interest swap settlements. Level 3 inputs are unobservable. During the period ended December 31, 2013, no transfers were made between any levels within the fair value hierarchy.

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The following tables summarize the fair value of our financial assets and liabilities measured and recorded at fair value on a recurring basis as of December 31, 2013 and 2012 based on inputs used to derive their fair values:
 Fair Value Total Fair Value Measurements at December 31, 2013
Level 1 Level 2
Assets:     
Interest rate derivatives$47
 $
 $47
Commodity derivatives:     
Natural Gas:     
Basis Swaps IFERC/NYMEX5
 5
 
Swing Swaps IFERC8
 1
 7
Fixed Swaps/Futures201
 201
 
Power:     
Forwards3
 
 3
Natural Gas Liquids – Forwards/Swaps5
 5
 
Refined Products – Futures5
 5
 
Total commodity derivatives227
 217
 10
Total assets$274
 $217
 $57
Liabilities:     
Interest rate derivatives$(95) $
 $(95)
Commodity derivatives:     
Natural Gas:     
Basis Swaps IFERC/NYMEX(4) (4) 
Swing Swaps IFERC(6) 
 (6)
Fixed Swaps/Futures(201) (201) 
Forward Physical Swaps(1) 
 (1)
Power:     
Forwards(1) 
 (1)
Natural Gas Liquids – Forwards/Swaps(5) (5) 
Refined Products – Futures(5) (5) 
Total commodity derivatives(223) (215) (8)
Total liabilities$(318) $(215) $(103)

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Fair Value
Total
 Fair Value Measurements at December 31, 2012
 Level 1 Level 2
Assets:     
Interest rate derivatives$55
 $
 $55
Commodity derivatives:     
Natural Gas:     
Basis Swaps IFERC/NYMEX11
 11
 
Swing Swaps IFERC3
 
 3
Fixed Swaps/Futures96
 94
 2
Options – Puts1
 
 1
Options – Calls3
 
 3
Forward Physical Swaps1
 
 1
Power:     
Forwards27
 
 27
Futures1
 1
 
Options – Calls2
 
 2
Natural Gas Liquids – Swaps1
 1
 
Refined Products – Futures5
 1
 4
Total commodity derivatives151
 108
 43
Total assets$206
 $108
 $98
Liabilities:     
Interest rate derivatives$(223) $
 $(223)
Commodity derivatives:     
Natural Gas:     
Basis Swaps IFERC/NYMEX(18) (18) 
Swing Swaps IFERC(2) 
 (2)
Fixed Swaps/Futures(103) (94) (9)
Options – Puts(1) 
 (1)
Options – Calls(3) 
 (3)
Power:     
Forwards(27) 
 (27)
Futures(2) (2) 
Natural Gas Liquids – Swaps(3) (3) 
Refined Products – Futures(8) (1) (7)
Total commodity derivatives(167) (118) (49)
Total liabilities$(390) $(118) $(272)
At December 31, 2013, the fair value of the Trunkline LNG reporting unit was classified as Level 3 of the fair value hierarchy due to the significance of unobservable inputs developed using company-specific information. We used the income approach to measure the fair value of the Trunkline LNG reporting unit. Under the income approach, we calculated the fair value based on the present value of the estimated future cash flows. The discount rate used, which was an unobservable input, was based on the weighted-average cost of capital adjusted for the relevant risk associated with business-specific characteristics and the uncertainty related to the business’s ability to execute on the projected cash flows.
Contributions in Aid of Construction Costs
On certain of our capital projects, third parties are obligated to reimburse us for all or a portion of project expenditures. The majority of such arrangements are associated with pipeline construction and production well tie-ins. Contributions in aid of

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construction costs (“CIAC”) are netted against our project costs as they are received, and any CIAC which exceeds our total project costs, is recognized as other income in the period in which it is realized.
Shipping and Handling Costs
Shipping and handling costs related to fuel sold are included in cost of products sold. Shipping and handling costs related to fuel consumed for compression and treating are included in operating expenses and are as follows:
 Years Ended December 31,
 2013 2012 2011
Shipping and handling costs – recorded in operating expenses$28
 $25
 $40
Costs and Expenses
Costs of products sold include actual cost of fuel sold, adjusted for the effects of our hedging and other commodity derivative activities, and the cost of appliances, parts and fittings. Operating expenses include all costs incurred to provide products to customers, including compensation for operations personnel, insurance costs, vehicle maintenance, advertising costs, purchasing costs and plant operations. Selling, general and administrative expenses include all partnership related expenses and compensation for executive, partnership, and administrative personnel.
We record the collection of taxes to be remitted to government authorities on a net basis except for our retail marketing operation in which consumer excise taxes on sales of refined products and merchandise are included in both revenues and costs and expenses in the consolidated statements of operations, with no effect on net income (loss). Excise taxes collected by ETP’s retail marketing operations were $2.22 billion and $573 million for the years ended December 31, 2013 and 2012, respectively.
Income Taxes
ETP GP is not taxable for federal and most state income tax purposes. As a result, our earnings or losses, to the extent not included in a taxable subsidiary, for federal and most state purposes are included in the tax returns of the individual partners. Net earnings for financial statement purposes may differ significantly from taxable income reportable to Unitholders as a result of differences between the tax basis and financial basis of assets and liabilities, differences between the tax accounting and financial accounting treatment of certain items, and due to allocation requirements related to taxable income under the Partnership Agreement.
As a limited partnership, ETP is subject to a statutory requirement that its “qualifying income” (as defined by the Internal Revenue Code, related Treasury Regulations, and IRS pronouncements) exceed 90% of its total gross income, determined on a calendar year basis. If ETP’s qualifying income does not meet this statutory requirement, ETP would be taxed as a corporation for federal and state income tax purposes. For the years ended December 31, 2013, 2012 and 2011, ETP’s qualifying income met the statutory requirement.
The Partnership conducts certain activities through corporate subsidiaries which are subject to federal, state and local income taxes. Holdco, which owns Sunoco and Southern Union, is a corporate subsidiary. The Partnership and its corporate subsidiaries account for income taxes under the asset and liability method.
Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rate is recognized in earnings in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts more likely than not to be realized.
The determination of the provision for income taxes requires significant judgment, use of estimates, and the interpretation and application of complex tax laws. Significant judgment is required in assessing the timing and amounts of deductible and taxable items and the probability of sustaining uncertain tax positions. The benefits of uncertain tax positions are recorded in our financial statements only after determining a more-likely-than-not probability that the uncertain tax positions will withstand challenge, if any, from taxing authorities. When facts and circumstances change, we reassess these probabilities and record any changes through the provision for income taxes.

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Accounting for Derivative Instruments and Hedging Activities
For qualifying hedges, we formally document, designate and assess the effectiveness of transactions that receive hedge accounting treatment and the gains and losses offset related results on the hedged item in the statement of operations. The market prices used to value our financial derivatives and related transactions have been determined using independent third party prices, readily available market information, broker quotes and appropriate valuation techniques.
At inception of a hedge, we formally document the relationship between the hedging instrument and the hedged item, the risk management objectives, and the methods used for assessing and testing effectiveness and how any ineffectiveness will be measured and recorded. We also assess, both at the inception of the hedge and on a quarterly basis, whether the derivatives that are used in our hedging transactions are highly effective in offsetting changes in cash flows. If we determine that a derivative is no longer highly effective as a hedge, we discontinue hedge accounting prospectively by including changes in the fair value of the derivative in net income for the period.
If we designate a commodity hedging relationship as a fair value hedge, we record the changes in fair value of the hedged asset or liability in cost of products sold in our consolidated statements of operations. This amount is offset by the changes in fair value of the related hedging instrument. Any ineffective portion or amount excluded from the assessment of hedge ineffectiveness is also included in the cost of products sold in the consolidated statements of operations.
Cash flows from derivatives accounted for as cash flow hedges are reported as cash flows from operating activities, in the same category as the cash flows from the items being hedged.
If we designate a derivative financial instrument as a cash flow hedge and it qualifies for hedge accounting, the change in the fair value is deferred in AOCI until the underlying hedged transaction occurs. Any ineffective portion of a cash flow hedge’s change in fair value is recognized each period in earnings. Gains and losses deferred in AOCI related to cash flow hedges remain in AOCI until the underlying physical transaction occurs, unless it is probable that the forecasted transaction will not occur by the end of the originally specified time period or within an additional two-month period of time thereafter. For financial derivative instruments that do not qualify for hedge accounting, the change in fair value is recorded in cost of products sold in the consolidated statements of operations.
We manage a portion of our interest rate exposures by utilizing interest rate swaps and similar instruments. Certain of our interest rate derivatives are accounted for as either cash flow hedges or fair value hedges. For interest rate derivatives accounted for as either cash flow or fair value hedges, we report realized gains and losses and ineffectiveness portions of those hedges in interest expense. For interest rate derivatives not designated as hedges for accounting purposes, we report realized and unrealized gains and losses on those derivatives in “Gains (losses) on interest rate derivatives” in the consolidated statements of operations.
Pensions and Other Postretirement Benefit Plans
Employers are required to recognize in their balance sheets the overfunded or underfunded status of defined benefit pension and other postretirement plans, measured as the difference between the fair value of the plan assets and the benefit obligation (the projected benefit obligation for pension plans and the accumulated postretirement benefit obligation for other postretirement plans).  Each overfunded plan is recognized as an asset and each underfunded plan is recognized as a liability.  Employers must recognize the change in the funded status of the plan in the year in which the change occurs through AOCI in equity or are reflected as a regulatory asset or regulatory liability for regulated subsidiaries.
Allocation of Income
For purposes of maintaining partner capital accounts, the Partnership Agreement specifies that items of income and loss shall generally be allocated among the partners in accordance with their percentage interests. The capital account provisions of our Partnership Agreement incorporate principles established for U.S. Federal income tax purposes and are not comparable to the partners’ capital balances reflected under GAAP in our consolidated financial statements. Our net income for partners’ capital and statement of operations presentation purposes is allocated to the General Partner and Limited Partners in accordance with their respective partnership percentages, after giving effect to priority income allocations for incentive distributions, if any, to our General Partner, the holder of the IDRs pursuant to our Partnership Agreement, which are declared and paid following the close of each quarter. Earnings in excess of distributions are allocated to the General Partner and Limited Partners based on their respective ownership interests.


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3.
ACQUISITIONS, DIVESTITURES AND RELATED TRANSACTIONS:
2014 Transactions
Panhandle Merger
On January 10, 2014, Panhandle consummated a merger with Southern Union, the indirect parent of Panhandle, and PEPL Holdings, the sole limited partner of Panhandle, pursuant to which each of Southern Union and PEPL Holdings were merged with and into Panhandle (the “Panhandle Merger”), with Panhandle surviving the Panhandle Merger. In connection with the Panhandle Merger, Panhandle assumed Southern Union’s obligations under its 7.6% Senior Notes due 2024, 8.25% Senior Notes due 2029 and the Junior Subordinated Notes due 2066. At the time of the Panhandle Merger, Southern Union did not have operations of its own, other than its ownership of Panhandle and noncontrolling interest in PEI Power II, LLC, Regency (31.4 million common units and 6.3 million Class F Units), and ETP (2.2 million Common Units). In connection with the Panhandle Merger, Panhandle also assumed PEPL Holdings’ guarantee of $600 million of Regency senior notes.
Trunkline LNG Transaction
On February 19, 2014, ETE and ETP completed the transfer to ETE of Trunkline LNG, the entity that owns a LNG regasification facility in Lake Charles, Louisiana, from ETP in exchange for the redemption by ETP of 18.7 million ETP Common Units held by ETE. This transaction was effective as of January 1, 2014. The results of Trunkline LNG’s operations have not been presented as discontinued operations and Trunkline LNG’s assets and liabilities have not been presented as held for sale in the Partnership’s consolidated financial statements due to the expected continuing involvement among the entities.
In connection with ETE’s acquisition of Trunkline LNG, ETP agreed to continue to provide management services for ETE through 2015 in relation to both Trunkline LNG’s regasification facility and the development of a liquefaction project at Trunkline LNG’s facility, for which ETE has agreed to pay incremental management fees to ETP of $75 million per year for the years ending December 31, 2014 and 2015. ETE also agreed to provide additional subsidies to ETP through the relinquishment of future incentive distributions, as discussed further in Note 7.
2013 Transactions
Sale of Southern Union’s Distribution Operations
In December 2012, Southern Union entered into a purchase and sale agreement with The Laclede Group, Inc., pursuant to which Laclede Missouri agreed to acquire the assets of Southern Union’s MGE division and Laclede Massachusetts agreed to acquire the assets of Southern Union’s NEG division (together, the “LDC Disposal Group”). Laclede Gas Company, a subsidiary of The Laclede Group, Inc., subsequently assumed all of Laclede Missouri’s rights and obligations under the purchase and sale agreement. In February 2013, The Laclede Group, Inc. entered into an agreement with Algonquin Power & Utilities Corp (“APUC”) that allowed a subsidiary of APUC to assume the rights of The Laclede Group, Inc. to purchase the assets of Southern Union’s NEG division.
In September 2013, Southern Union completed its sale of the assets of MGE for an aggregate purchase price of $975 million, subject to customary post-closing adjustments. In December 2013, Southern Union completed its sale of the assets of NEG for cash proceeds of $40 million, subject to customary post-closing adjustments, and the assumption of $20 million of debt.
The LDC Disposal Group’s operations have been classified as discontinued operations for all periods in the consolidated statements of operations. The assets and liabilities of the LDC Disposal Group were classified as assets and liabilities held for sale at December 31, 2012.
The following table summarizes selected financial information related to Southern Union’s distribution operations in 2013 through MGE and NEG’s sale dates in September 2013 and December 2013, respectively, and for the period from March 26, 2012 to December 31, 2012:
 Years Ended December 31,
 2013 2012
Revenue from discontinued operations$415
 $324
Net income of discontinued operations, excluding effect of taxes and overhead allocations65
 43

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SUGS Contribution
On April 30, 2013, Southern Union completed its contribution to Regency of all of the issued and outstanding membership interest in Southern Union Gathering Company, LLC, and its subsidiaries, including SUGS (the “SUGS Contribution”). The general partner and IDRs of Regency are owned by ETE. The consideration paid by Regency in connection with this transaction consisted of (i) the issuance of approximately 31.4 million Regency common units to Southern Union, (ii) the issuance of approximately 6.3 million Regency Class F units to Southern Union, (iii) the distribution of $463 million in cash to Southern Union, net of closing adjustments, and (iv) the payment of $30 million in cash to a subsidiary of ETP. This transaction was between commonly controlled entities; therefore, the amounts recorded in the consolidated balance sheet for the investment in Regency and the related deferred tax liabilities were based on the historical book value of SUGS. In addition, PEPL Holdings, a wholly-owned subsidiary of Southern Union, provided a guarantee of collection with respect to the payment of the principal amounts of Regency’s debt related to the SUGS Contribution. The Regency Class F units have the same rights, terms and conditions as the Regency common units, except that Southern Union will not receive distributions on the Regency Class F units for the first eight consecutive quarters following the closing, and the Regency Class F units will thereafter automatically convert into Regency common units on a one-for-one basis. The Partnership has not presented SUGS as discontinued operations due to the expected continuing involvement with SUGS through affiliate relationships, as well as the direct investment in Regency common and Class F units received, which has been accounted for using the equity method.
Acquisition of ETE’s Holdco Interest
On April 30, 2013, ETP acquired ETE’s 60% interest in Holdco for approximately 49.5 million of newly issued ETP Common Units and $1.40 billion in cash, less $68 million of closing adjustments (the “Holdco Acquisition”). As a result, ETP now owns 100% of Holdco. ETE, which owns the general partner and IDRs of ETP, agreed to forego incentive distributions on the newly issued ETP units for each of the first eight consecutive quarters beginning with the quarter in which the closing of the transaction occurred and 50% of incentive distributions on the newly issued ETP units for the following eight consecutive quarters. ETP controlled Holdco prior to this acquisition; therefore, the transaction did not constitute a change of control.
2012 Transactions
Southern Union Merger
On March 26, 2012, ETE completed its acquisition of Southern Union. Southern Union was the surviving entity in the merger and operated as a wholly-owned subsidiary of ETE. See below for discussion of Holdco Transaction and ETE’s contribution of Southern Union to Holdco.
Under the terms of the merger agreement, Southern Union stockholders received a total of 57 million ETE Common Units and a total of approximately $3.01 billion in cash. Effective with the closing of the transaction, Southern Union’s common stock was no longer publicly traded.
Citrus Acquisition
In connection with the Southern Union Merger on March 26, 2012, we completed our acquisition of CrossCountry, a subsidiary of Southern Union which owned an indirect 50% interest in Citrus, the owner of FGT. The total merger consideration was approximately $2.0 billion, consisting of approximately $1.9 billion in cash and approximately 2.2 million ETP Common Units. See Note 4 for more information regarding our equity method investment in Citrus.
Sunoco Merger
On October 5, 2012, ETP completed its merger with Sunoco. Under the terms of the merger agreement, Sunoco shareholders received 55 million ETP Common Units and a total of approximately $2.6 billion in cash.
Sunoco generates cash flow from a portfolio of retail outlets for the sale of gasoline and middle distillates in the east coast, midwest and southeast areas of the United States. Prior to October 5, 2012, Sunoco also owned a 2% general partner interest, 100% of the IDRs, and 32% of the outstanding common units of Sunoco Logistics. As discussed below, on October 5, 2012, Sunoco’s interests in Sunoco Logistics were transferred to the Partnership.
Prior to the Sunoco Merger, on September 8, 2012, Sunoco completed the exit from its Northeast refining operations by contributing the refining assets at its Philadelphia refinery and various commercial contracts to PES, a joint venture with The Carlyle Group. Sunoco also permanently idled the main refining processing units at its Marcus Hook refinery in June 2012. The Marcus Hook facility continued to support operations at the Philadelphia refinery prior to commencement of the PES joint venture. Under the terms of the joint venture agreement, The Carlyle Group contributed cash in exchange for a 67% controlling interest in PES. In exchange for contributing its Philadelphia refinery assets and various commercial contracts to

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the joint venture, Sunoco retained an approximate 33% non-operating noncontrolling interest. The fair value of Sunoco’s retained interest in PES, which was $75 million on the date on which the joint venture was formed, was determined based on the equity contributions of The Carlyle Group. Sunoco has indemnified PES for environmental liabilities related to the Philadelphia refinery that arose from the operation of such assets prior the formation of the joint venture. The Carlyle Group will oversee day-to-day operations of PES and the refinery. JPMorgan Chase will provide working capital financing to PES in the form of an asset-backed loan, supply crude oil and other feedstocks to the refinery at the time of processing and purchase certain blendstocks and all finished refined products as they are processed. Sunoco entered into a supply contract for gasoline and diesel produced at the refinery for its retail marketing business.
ETP incurred merger related costs related to the Sunoco Merger of $28 million during the year ended December 31, 2012. Sunoco’s revenue included in our consolidated statement of operations was approximately $5.93 billion during October through December 2012. Sunoco’s net loss included in our consolidated statement of operations was approximately $14 million during October through December 2012. Sunoco Logistics’ revenue included in our consolidated statement of operations was approximately $3.11 billion during October through December 2012. Sunoco Logistics’ net income included in our consolidated statement of operations was approximately $145 million during October through December 2012.
Holdco Transaction
Immediately following the closing of the Sunoco Merger in 2012, ETE contributed its interest in Southern Union into Holdco, an ETP-controlled entity, in exchange for a 60% equity interest in Holdco. In conjunction with ETE’s contribution, ETP contributed its interest in Sunoco to Holdco and retained a 40% equity interest in Holdco. Prior to the contribution of Sunoco to Holdco, Sunoco contributed $2.0 billion of cash and its interests in Sunoco Logistics to ETP in exchange for 90.7 million Class F Units representing limited partner interests in ETP (“Class F Units”). The Class F Units were exchanged for Class G Units in 2013 as discussed in Note 7. Pursuant to a stockholders agreement between ETE and ETP, ETP controlled Holdco (prior to ETP’s acquisition of ETE’s 60% equity interest in Holdco in 2013) and therefore, ETP consolidated Holdco (including Sunoco and Southern Union) in its financial statements subsequent to consummation of the Holdco Transaction.
Under the terms of the Holdco transaction agreement, ETE agreed to relinquish its right to $210 million of incentive distributions from ETP that ETE would otherwise be entitled to receive over 12 consecutive quarters beginning with the distribution paid on November 14, 2012.
In accordance with GAAP, we have accounted for the Holdco Transaction, whereby ETP obtained control of Southern Union, as a reorganization of entities under common control. Accordingly, ETP’s consolidated financial statements have been retrospectively adjusted to reflect consolidation of Southern Union into ETP beginning March 26, 2012 (the date ETE acquired Southern Union).
Summary of Assets Acquired and Liabilities Assumed
We accounted for the Sunoco Merger using the acquisition method of accounting, which requires, among other things, that assets acquired and liabilities assumed be recognized on the balance sheet at their fair values as of the acquisition date. Upon consummation of the Holdco Transaction, we applied the accounting guidance for transactions between entities under common control. In doing so, we recorded the values of assets and liabilities that had been recorded by ETE as reflected below.

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The following table summarizes the assets acquired and liabilities assumed as of the respective acquisition dates:
 
Sunoco(1)
 
Southern Union(2)
Current assets$7,312
 $556
Property, plant and equipment6,686
 6,242
Goodwill2,641
 2,497
Intangible assets1,361
 55
Investments in unconsolidated affiliates240
 2,023
Note receivable821
 
Other assets128
 163
 19,189
 11,536
    
Current liabilities4,424
 1,348
Long-term debt obligations, less current maturities2,879
 3,120
Deferred income taxes1,762
 1,419
Other non-current liabilities769
 284
Noncontrolling interest3,580
 
 13,414
 6,171
Total consideration5,775
 5,365
Cash received2,714
 37
Total consideration, net of cash received$3,061
 $5,328
(1)
Includes amounts recorded with respect to Sunoco Logistics.
(2)
Includes ETP’s acquisition of Citrus.
As a result of the Holdco Transaction, we recognized $38 million of merger-related costs during the year ended December 31, 2012 related to Southern Union. Southern Union’s revenue included in our consolidated statement of operations was approximately $1.26 billion since the acquisition date to December 31, 2012. Southern Union’s net income included in our consolidated statement of operations was approximately $39 million since the acquisition date to December 31, 2012.
Propane Operations
On January 12, 2012, we contributed our propane operations, consisting of HOLP and Titan (collectively, the “Propane Business”) to AmeriGas. We received approximately $1.46 billion in cash and approximately 30 million AmeriGas common units. AmeriGas assumed approximately $71 million of existing HOLP debt. In connection with the closing of this transaction, we entered into a support agreement with AmeriGas pursuant to which we are obligated to provide contingent, residual support of $1.50 billion of intercompany indebtedness owed by AmeriGas to a finance subsidiary that in turn supports the repayment of $1.50 billion of senior notes issued by this AmeriGas finance subsidiary to finance the cash portion of the purchase price.
We have not reflected the Propane Business as discontinued operations as we will have a continuing involvement in this business as a result of the investment in AmeriGas that was transferred as consideration for the transaction.
In June 2012, we sold the remainder of our retail propane operations, consisting of our cylinder exchange business, to a third party. In connection with the contribution agreement with AmeriGas, certain excess sales proceeds from the sale of the cylinder exchange business were remitted to AmeriGas, and we received net proceeds of approximately $43 million.
Sale of Canyon
In October 2012, we sold Canyon for approximately $207 million.  The results of continuing operations of Canyon have been reclassified to loss from discontinued operations. A write down of the carrying amounts of the Canyon assets to their fair values was recorded for approximately $132 million during the year ended December 31, 2012.

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2011 Transaction
LDH Acquisition
On May 2, 2011, ETP-Regency Midstream Holdings, LLC (“ETP-Regency LLC”), a joint venture owned 70% by the Partnership and 30% by Regency, acquired all of the membership interest in LDH, from Louis Dreyfus Highbridge Energy LLC for approximately $1.98 billion in cash (the “LDH Acquisition”), including working capital adjustments. The Partnership contributed approximately $1.38 billion to ETP-Regency LLC to fund its 70% share of the purchase price. Subsequent to closing, ETP-Regency LLC was renamed Lone Star.
Lone Star owns and operates a natural gas liquids storage, fractionation and transportation business. Lone Star’s storage assets are primarily located in Mont Belvieu, Texas, and its West Texas Pipeline transports NGLs through an intrastate pipeline system that originates in the Permian Basin in west Texas, passes through the Barnett Shale production area in north Texas and terminates at the Mont Belvieu storage and fractionation complex. Lone Star also owns and operates fractionation and processing assets located in Louisiana. The acquisition of LDH by Lone Star expanded the Partnership’s asset portfolio by adding an NGL platform with storage, transportation and fractionation capabilities.
We accounted for the LDH Acquisition using the acquisition method of accounting. Lone Star’s results of operations are included in our NGL transportation and services operations. Regency’s 30% interest in Lone Star is reflected as noncontrolling interest.

4.
ADVANCES TO AND INVESTMENTS IN UNCONSOLIDATED AFFILIATES:
Regency
On April 30, 2013, Southern Union completed its contribution to Regency of all of the issued and outstanding membership interest in Southern Union Gathering Company, LLC, and its subsidiaries, including SUGS (see Note 3). The consideration paid by Regency in connection with this transaction included approximately 31.4 million Regency common units, approximately 6.3 million Regency Class F units, the distribution of $463 million in cash to Southern Union, net of closing adjustments, and the payment of $30 million in cash to a subsidiary of ETP. This direct investment in Regency common and Class F units received has been accounted for using the equity method.
The carrying amount of ETP’s investment in Regency was $1.41 billion as of December 31, 2013.
Citrus Corp.
On March 26, 2012, ETE consummated the acquisition of Southern Union and, concurrently with the closing of the Southern Union acquisition, CrossCountry, a subsidiary of Southern Union that indirectly owned a 50% interest in Citrus, merged with a subsidiary of ETP and in connection therewith, ETP paid approximately $1.9 billion in cash and issued $105 million of ETP Common Units (the “Citrus Acquisition”) to a subsidiary of ETE. As a result of the consummation of the Citrus Acquisition, ETP owns CrossCountry, which in turn owns a 50% interest in Citrus. The other 50% interest in Citrus is ownedare reported by a subsidiary of Kinder Morgan, Inc. Citrus owns 100% of FGT, a natural gas pipeline system that originates in Texas and delivers natural gas to the Florida peninsula.
We recorded our investment in Citrus at $2.0 billion, which exceeded our proportionate share of Citrus’ equity by $1.03 billion, all of which is treated as equity method goodwill due to the application of regulatory accounting. The carrying amount of our investment in Citrus was $1.89 billion and $1.98 billion as of December 31, 2013 and 2012, respectively.
AmeriGas Partners, L.P.
As discussed in Note 3, on January 12, 2012, we received approximately 29.6 million AmeriGas common units in connection with the contribution of our propane operations. On July 12, 2013, we sold 7.5 million AmeriGas common units for net proceeds of $346 million, and as of December 31, 2013, we owned 22.1 million AmeriGas common units representing an approximate 24% limited partner interest.
The carrying amount of our investment in AmeriGas was $746 million and $1.02 billion as of December 31, 2013 and 2012, respectively. As of December 31, 2013, our investment in AmeriGas reflected $439 million in excess of our proportionate share of AmeriGas’ limited partners’ capital. Of this excess fair value, $184 million is being amortized over a weighted average period of 14 years, and $255 million is being treated as equity method goodwill and non-amortizable intangible assets.

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In January 2014, we sold 9.2 million AmeriGas common units for net proceeds of $381 million. Net proceeds from this sale were used to repay borrowings under the ETP Credit Facility and general partnership purposes.
FEP
We have a 50% interest in FEP, a 50/50 joint venture with KMP. FEP owns the Fayetteville Express pipeline, an approximately 185-mile natural gas pipeline that originates in Conway County, Arkansas, continues eastward through White County, Arkansas and terminates at an interconnect with Trunkline Gas Company in Panola County, Mississippi. The carrying amount of our investment in FEP was $144 million and $159 million as of December 31, 2013 and 2012.
Summarized Financial Information
The following tables present aggregated selected balance sheet and income statement data for our unconsolidated affiliates, FEP, AmeriGas, Citrus and Regency (on a 100% basis) for all periods presented:
 December 31,
 2013 2012
Current assets$1,379
 $878
Property, plant and equipment, net12,313
 8,063
Other assets6,478
 2,529
Total assets$20,170
 $11,470
    
Current liabilities$1,455
 $1,605
Non-current liabilities10,286
 6,143
Equity8,429
 3,722
Total liabilities and equity$20,170
 $11,470
 Years Ended December 31,
 2013 2012 2011
Revenue$6,806
 $4,057
 $3,337
Operating income1,043
 635
 681
Net income574
 338
 341
In addition to the equity method investments described above we have other equity method investments which are not significant to our consolidated financial statements.
5.DEBT OBLIGATIONS:
Our debt obligations consist of the following:
 December 31,
 2013 2012
ETP Debt   
6.0% Senior Notes due July 1, 2013$
 $350
8.5% Senior Notes due April 15, 2014292
 292
5.95% Senior Notes due February 1, 2015750
 750
6.125% Senior Notes due February 15, 2017400
 400
6.7% Senior Notes due July 1, 2018600
 600
9.7% Senior Notes due March 15, 2019400
 400
9.0% Senior Notes due April 15, 2019450
 450
4.15% Senior Notes due October 1, 2020700
 
4.65% Senior Notes due June 1, 2021800
 800

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5.20% Senior Notes due February 1, 20221,000
 1,000
3.60% Senior Notes due February 1, 2023800
 
4.9% Senior Notes due February 1, 2024350
 
7.6% Senior Notes due February 1, 2024277
 
8.25% Senior Notes due November 15, 2029267
 
6.625% Senior Notes due October 15, 2036400
 400
7.5% Senior Notes due July 1, 2038550
 550
6.05% Senior Notes due June 1, 2041700
 700
6.50% Senior Notes due February 1, 20421,000
 1,000
5.15% Senior Notes due February 1, 2043450
 
5.95% Senior Notes due October 1, 2043450
 
Floating Rate Junior Subordinated Notes due November 1, 2066546
 
ETP $2.5 billion Revolving Credit Facility due October 27, 201765
 1,395
Unamortized premiums, discounts and fair value adjustments, net(34) (14)
 11,213
 9,073
Transwestern Debt   
5.39% Senior Notes due November 17, 201488
 88
5.54% Senior Notes due November 17, 2016125
 125
5.64% Senior Notes due May 24, 201782
 82
5.36% Senior Notes due December 9, 2020175
 175
5.89% Senior Notes due May 24, 2022150
 150
5.66% Senior Notes due December 9, 2024175
 175
6.16% Senior Notes due May 24, 203775
 75
Unamortized premiums, discounts and fair value adjustments, net(1) (1)
 869
 869

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Southern Union Debt (1)
   
7.60% Senior Notes due February 1, 202482
 360
8.25% Senior Notes due November 14, 202933
 300
Floating Rate Junior Subordinated Notes due November 1, 206654
 600
Southern Union $700 million Revolving Credit Facility due May 20, 2016
 210
Unamortized premiums, discounts and fair value adjustments, net48
 49
 217
 1,519
    
Panhandle Debt   
6.05% Senior Notes due August 15, 2013
 250
6.20% Senior Notes due November 1, 2017300
 300
7.00% Senior Notes due June 15, 2018400
 400
8.125% Senior Notes due June 1, 2019150
 150
7.00% Senior Notes due July 15, 202966
 66
Term Loan due February 23, 2015
 455
Unamortized premiums, discounts and fair value adjustments, net107
 136
 1,023
 1,757
Sunoco Debt   
4.875% Senior Notes due October 15, 2014250
 250
9.625% Senior Notes due April 15, 2015250
 250
5.75% Senior Notes due January 15, 2017400
 400
9.00% Debentures due November 1, 202465
 65
Unamortized premiums, discounts and fair value adjustments, net70
 104
 1,035
 1,069
Sunoco Logistics Debt   
8.75% Senior Notes due February 15, 2014 (2)
175
 175
6.125% Senior Notes due May 15, 2016175
 175
5.50% Senior Notes due February 15, 2020250
 250
4.65% Senior Notes due February 15, 2022300
 300
3.45% Senior Notes due January 15, 2023350
 
6.85% Senior Notes due February 15, 2040250
 250
6.10% Senior Notes due February 15, 2042300
 300
4.95% Senior Notes due January 15, 2043350
 
Sunoco Logistics $200 million Revolving Credit Facility due August 21, 2014
 26
Sunoco Logistics $35 million Revolving Credit Facility due April 30, 201535
 20
Sunoco Logistics $350 million Revolving Credit Facility due August 22, 2016
 93
Sunoco Logistics $1.50 billion Revolving Credit Facility due November 1, 2018200
 
Unamortized premiums, discounts and fair value adjustments, net118
 143
 2,503
 1,732
Note Payable to ETE
 166
Other228
 32
 17,088
 16,217
Current maturities637
 609
 $16,451
 $15,608
(1)
In connection with the Panhandle Merger, Southern Union’s debt obligations were assumed by Panhandle.

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(2)
Sunoco Logistics’ 8.75% Senior Notes due February 15, 2014 were classified as long-term debt as Sunoco Logistics repaid these notes in February 2014 with borrowings under its $1.50 billion credit facility due November 2018.
The following table reflects future maturities of long-term debt for each of the next five years and thereafter. These amounts exclude $308 million in unamortized net premiums and fair value adjustments:
2014 $812
2015 1,047
2016 375
2017 1,220
2018 1,205
Thereafter 12,121
Total $16,780
ETP as Co-Obligor of Sunoco Debttreasury units.
In connection with the Sunoco Merger and Holdco Transaction, ETP became a co-obligor on approximately $965 million of aggregate principal amount of Sunoco’s existing senior notes and debentures.
ETP Senior Notes
The ETP Senior Notes were registered under the Securities Act of 1933 (as amended). The Partnership may redeem some or all of the ETP Senior Notes at any time, or from time to time, pursuant to the terms of the indenture and related indenture supplements related to the ETP Senior Notes. The balance is payable upon maturity. Interest on the ETP Senior Notes is paid semi-annually.
The ETP Senior Notes are unsecured obligations of the Partnership and the obligation of the Partnership to repay the ETP Senior Notes is not guaranteed by any of the Partnership’s subsidiaries. As a result, the ETP Senior Notes effectively rank junior to any future indebtedness of ours or our subsidiaries that is both secured and unsubordinated to the extent of the value of the assets securing such indebtedness, and the ETP Senior Notes effectively rank junior to all indebtedness and other liabilities of our existing and future subsidiaries.
Transwestern Senior Notes
The Transwestern notes are payable at any time in whole or pro rata in part, subject to a premium or upon a change of control event or an event of default, as defined. The balance is payable upon maturity. Interest is paid semi-annually.
Note Payable – ETE
On March 26, 2012, Southern Union received $221 million from ETE to pay certain expenses in connection with the Merger, including (i) payments made to employees related to outstanding awards of stock options, stock appreciation rights and RSUs; and (ii) payments to certain executives under applicable employment or change in control agreements, which provided for compensation when their employment was terminated in connection with a change in control.  In connection with the receipt of the $221 million from ETE, on March 26, 2012, Southern Union entered into an interest-bearing promissory note payable due on or before March 25, 2013.  The interest rate under the promissory note was 3.25% and accrued interest was payable monthly in arrears. A payment of $55 million to ETE was made in May 2012, and the outstanding balance of $166 million was assumed by Holdco as of December 31, 2012 and the maturity date of the note payable was extended to January 22, 2014. The note payable outstanding was paid in 2013.
Southern Union Junior Subordinated Notes
The interest rate on the remaining portion of Southern Union’s $600 million Junior Subordinated Notes due 2066 is a variable rate based upon the three-month LIBOR rate plus 3.0175%. The balance of the variable rate portion of the Junior Subordinated Notes was $600 million at an effective interest rate of 3.32% at December 31, 2013.
Panhandle Term Loans
A portion of the proceeds from ETP’s September 2013 Senior Notes Offering, as discussed below, was used to repay $455 million in borrowings outstanding under the LNG Holdings term loan due February 2015.

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Senior Notes Offerings
In January 2013, ETP issued $800 million aggregate principal amount of 3.6% Senior Notes due February 2023 and $450 million aggregate principal amount of 5.15% Senior Notes due February 2043. ETP used the net proceeds of $1.24 billion from the offering to repay borrowings outstanding under the ETP Credit Facility and for general partnership purposes.
In January 2013, Sunoco Logistics issued $350 million aggregate principal amount of 3.45% Senior Notes due January 2023 and $350 million aggregate principal amount of 4.95% Senior Notes due January 2043. Sunoco Logistics’ used the net proceeds of $691 million from the offering to repay borrowings outstanding under the Sunoco Logistics’ Credit Facilities and for general partnership purposes.
In September 2013, ETP issued $700 million aggregate principal amount of 4.15% Senior Notes due October 2020, $350 million aggregate principal amount of 4.90% Senior Notes due February 2024 and $450 million aggregate principal amount of 5.95% Senior Notes due October 2043. ETP used the net proceeds of $1.47 billion from the offering to repay $455 million in borrowings outstanding under the term loan of Panhandle’s wholly-owned subsidiary, Trunkline LNG Holdings, LLC, to repay borrowings outstanding under the ETP Credit Facility and for general partnership purposes.
Note Exchange
On June 24, 2013, ETP completed the exchange of approximately $1.09 billion aggregate principal amount of Southern Union’s outstanding senior notes, comprising 77% of the principal amount of the 7.6% Senior Notes due 2024, 89% of the principal amount of the 8.25% Senior Notes due 2029 and 91% of the principal amount of the Junior Subordinated Notes due 2066.  These notes were exchanged for new notes issued by ETP with the same coupon rates and maturity dates.  In conjunction with this transaction, Southern Union entered into intercompany notes payable to ETP, which provide for the reimbursement by Southern Union of ETP’s payments under the newly issued notes.
Credit Facilities
ETP Credit Facility
The ETP Credit Facility allows for borrowings of up to $2.5 billion and expires in October 2017. The indebtedness under the ETP Credit Facility is unsecured and not guaranteed by any of the ETP’s subsidiaries and has equal rights to holders of our current and future unsecured debt. The indebtedness under the ETP Credit Facility has the same priority of payment as our other current and future unsecured debt. The ETP Credit Facility provides temporary financing for growth projects, as well as for general partnership purposes.
In November 2013, ETP amended the ETP Credit Facility to, among other things, (i) extend the maturity date for one additional year to October 2017, (ii) remove the restriction prohibiting unrestricted subsidiaries from owning debt or equity interests in ETP or any restricted subsidiaries of ETP, (iii) amend the covenant limiting fundamental changes to remove the restrictions on mergers or other consolidations of restricted subsidiaries of ETP and to permit ETP to merge with another person and not be the surviving entity provided certain requirements are met, and (iv) amend certain other provisions more specifically set forth in the amendment.
As of December 31, 2013, the ETP Credit Facility had $65 million outstanding, and the amount available for future borrowings was $2.34 billion after taking into account letters of credit of $93 million. The weighted average interest rate on the total amount outstanding as of December 31, 2013 was 1.67%.
Southern Union Credit Facility
Proceeds from the SUGS Contribution were used to repay borrowings under the Southern Union Credit Facility and the facility was terminated.
Sunoco Logistics Credit Facilities
In November 2013, Sunoco Logistics replaced its existing $350 million and $200 million unsecured credit facilities with a new $1.50 billion unsecured credit facility (the “$1.50 billion Credit Facility”). The $1.50 billion Credit Facility contains an accordion feature, under which the total aggregate commitment may be extended to $2.25 billion under certain conditions. Outstanding borrowings under the $350 million and $200 million credit facilities of $119 million at December 31, 2012 were repaid during the first quarter of 2013.
The $1.50 billion Credit Facility, which matures in November 2018, is available to fund Sunoco Logistics’ working capital requirements, to finance acquisitions and capital projects, to pay distributions and for general partnership purposes. The $1.50

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billion Credit Facility bears interest at LIBOR or the Base Rate, each plus an applicable margin. The credit facility may be prepaid at any time. Outstanding borrowings under this credit facility were $200 million at December 31, 2013.
West Texas Gulf Pipe Line Company, a subsidiary of Sunoco Logistics, has a $35 million revolving credit facility which expires in April 2015. The facility is available to fund West Texas Gulf’s general corporate purposes including working capital and capital expenditures. Outstanding borrowings under this credit facility were $35 million at December 31, 2013.
Covenants Related to Our Credit Agreements
Covenants Related to ETP
The agreements relating to the ETP Senior Notes contain restrictive covenants customary for an issuer with an investment-grade rating from the rating agencies, which covenants include limitations on liens and a restriction on sale-leaseback transactions.
The credit agreement relating to the ETP Credit Facility contains covenants that limit (subject to certain exceptions) the Partnership’s and certain of the Partnership’s subsidiaries’ ability to, among other things:
incur indebtedness;
grant liens;
enter into mergers;
dispose of assets;
make certain investments;
make Distributions (as defined in such credit agreement) during certain Defaults (as defined in such credit agreement) and during any Event of Default (as defined in such credit agreement);
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.
The credit agreement relating to the ETP Credit Facility also contains a financial covenant that provides that the Leverage Ratio, as defined in the ETP Credit Facility, shall not exceed 5.0 to 1 as of the end of each quarter, with a permitted increase to 5.5 to 1 during a Specified Acquisition Period, as defined in the ETP Credit Facility.
The agreements relating to the Transwestern senior notes contain certain restrictions that, among other things, limit the incurrence of additional debt, the sale of assets and the payment of dividends and specify a maximum debt to capitalization ratio.
Failure to comply with the various restrictive and affirmative covenants of our revolving credit facilities could require us to pay debt balances prior to scheduled maturity and could negatively impact the Operating Companies’ ability to incur additional debt and/or our ability to pay distributions.
Covenants Related to Southern Union
Southern Union is not party to any lending agreement that would accelerate the maturity date of any obligation due to a failure to maintain any specific credit rating, nor would a reduction in any credit rating, by itself, cause an event of default under any of Southern Union’s lending agreements. Financial covenants exist in certain of Southern Union’s debt agreements that require Southern Union to maintain a certain level of net worth, to meet certain debt to total capitalization ratios and to meet certain ratios of earnings before depreciation, interest and taxes to cash interest expense. A failure by Southern Union to satisfy any such covenant would give rise to an event of default under the associated debt, which could become immediately due and payable if Southern Union did not cure such default within any permitted cure period or if Southern Union did not obtain amendments, consents or waivers from its lenders with respect to such covenants.
Southern Union’s restrictive covenants include restrictions on debt levels, restrictions on liens securing debt and guarantees, restrictions on mergers and on the sales of assets, capitalization requirements, dividend restrictions, cross default and cross-acceleration and prepayment of debt provisions. A breach of any of these covenants could result in acceleration of Southern Union’s debt and other financial obligations and that of its subsidiaries.

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In addition, Southern Union and/or its subsidiaries are subject to certain additional restrictions and covenants. These restrictions and covenants include limitations on additional debt at some of its subsidiaries; limitations on the use of proceeds from borrowing at some of its subsidiaries; limitations, in some cases, on transactions with its affiliates; limitations on the incurrence of liens; potential limitations on the abilities of some of its subsidiaries to declare and pay dividends and potential limitations on some of its subsidiaries to participate in Southern Union’s cash management program; and limitations on Southern Union’s ability to prepay debt.
Covenants Related to Sunoco Logistics
Sunoco Logistics’ $1.50 billion credit facility contains various covenants, including limitations on the creation of indebtedness and liens, and other covenants related to the operation and conduct of the business of Sunoco Logistics and its subsidiaries. The credit facility also limits Sunoco Logistics, on a rolling four-quarter basis, to a maximum total consolidated debt to consolidated Adjusted EBITDA ratio, as defined in the underlying credit agreement, of 5.0 to 1, which can generally be increased to 5.5 to 1 during an acquisition period. Sunoco Logistics’ ratio of total consolidated debt, excluding net unamortized fair value adjustments, to consolidated Adjusted EBITDA was 2.8 to 1 at December 31, 2013, as calculated in accordance with the credit agreements.
The $35 million credit facility limits West Texas Gulf, on a rolling four-quarter basis, to a minimum fixed charge coverage ratio, as defined in the underlying credit agreement. The ratio for the fiscal quarter ending December 31, 2013 shall not be less than 1.00 to 1. The minimum ratio fluctuates between 0.80 to 1 and 1.00 to 1 throughout the term of the revolver as specified in the credit agreement. In addition, the credit facility limits West Texas Gulf to a maximum leverage ratio of 2.00 to 1. West Texas Gulf’s fixed charge coverage ratio and leverage ratio were 1.12 to 1 and 0.88 to 1, respectively, at December 31, 2013.
We were in compliance with all requirements, tests, limitations, and covenants related to our debt agreements as of December 31, 2013.

6.
EQUITY:
Limited Partner interests are represented by Class A Units and Class B Units that entitle the holders thereof to the rights and privileges specified in the Partnership Agreement. The Class B Units constitute a profits interest in ETP GP and will only receive allocations of income, gain, loss deduction and credit and their pro rata share of cash distributions from ETP GP attributable to the ownership of ETP’s IDRs. Under our Partnership Agreement, after giving effect to the special allocation of net income to our Class B Units for their profits interest, net income is allocated among the Partners as follows:
First, 100% to our General Partner, until the aggregate net income allocated to our General Partner for the current year and all previous years is equal to the aggregate net losses allocated to our General Partner for all previous years;
Second, 99.99% to our Class A Limited Partners, in proportion to their relative allocation of net losses, and 0.01% to our General Partner until the aggregate net income allocated to our Class A Limited Partners and our General Partner for the current and all previous years is equal to the aggregate net losses allocated to our Class A Limited Partners and our General Partner for all previous years; and
Third, 99.99% to our Class A Limited Partners, pro rata, and 0.01% to our General Partner.

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Common Units Activity by ETP
The change in ETP Common Units was as follows:
 Years Ended December 31,
 2013 2012 2011
Number of Common Units, beginning of period301.5
 225.5
 193.2
Common Units issued in connection with public offerings13.8
 15.5
 29.4
Common Units issued in connection with certain acquisitions49.5
 57.4
 0.1
Common Units redeemed for Class H Units(50.2) 
 
Common Units issued in connection with the Distribution Reinvestment Plan2.3
 1.0
 0.4
Common Units issued in connection with Equity Distribution Agreements16.9
 1.6
 2.0
Repurchase of Common units in open-market transactions(0.4) 
 
Issuance of Common Units under equity incentive plans0.4
 0.5
 0.4
Number of Common Units, end of period333.8
 301.5
 225.5
ETP’s Common Units are registered under the Securities Exchange Act of 1934 (as amended) and are listed for trading on the NYSE. Each holder of an ETP Common Unit is entitled to one vote per unit on all matters presented to the ETP Limited Partners for a vote. In addition, if at any time any person or group (other than ETP’s General Partner and its affiliates) owns beneficially 20% or more of all ETP Common Units, any ETP Common Units owned by that person or group may not be voted on any matter and are not considered to be outstanding when sending notices of a meeting of ETP Unitholders (unless otherwise required by law), calculating required votes, determining the presence of a quorum or for other similar purposes under the Partnership Agreement. The ETP Common Units are entitled to distributions of Available Cash as described below under “Quarterly Distributions of Available Cash.”
ETP Class G Units
In conjunction with the Sunoco Merger, ETP amended theirits partnership agreement to create the ETP Class F Units. The number of ETP Class F Units issued was determined at the closing of the Sunoco Merger and equaled 90.7 million, which included 40 million ETP Class F Units issued in exchange for cash contributed by Sunoco, Inc. to usETP immediately prior to or concurrent with the closing of the Sunoco Merger. The ETP Class F Units generally did not have any voting rights. The ETP Class F Units were entitled to aggregate cash distributions equal to 35% of the total amount of cash generated by ETP and its subsidiaries, other than ETP Holdco, and available for distribution, up to a maximum of $3.75 per ETP Class F Unit per year. In April 2013, all of the outstanding ETP Class F Units were exchanged for ETP Class G Units on a one-for-one basis. The ETP Class G Units have terms that are substantially the same as the ETP Class F Units, with the principal difference between the ETP Class G Units and the ETP Class F Units being that allocations of depreciation and amortization to the ETP Class G Units for tax purposes are based on a predetermined percentage and are not contingent on whether ETP has net income or loss. The ETP Class G Units are held by a subsidiary of ETP and therefore are reflected by ETP as treasury units in its consolidated financial statements.
ETP Class H Units and Class I Units
Currently Outstanding
Pursuant to an Exchange and Redemption Agreement previously entered into between ETP, ETE and ETE Holdings, ETP redeemed and cancelled 50.2 million ETPof its Common Units representing limited partner interests (the “Redeemed Units”) owned by ETE Holdings on October 31, 2013 in exchange for the issuance by ETP to ETE Holdings of a new class of limited partner interest in ETP (the “ETP Class“Class H Units”), which are generally entitled to (i) allocations of profits, losses and other items from ETP corresponding to 50.05%90.05% of the profits, losses, and other items allocated to ETP by Sunoco Partners, with respect to the IDRs and general partner interest in Sunoco Logistics held by Sunoco Partners, (ii) distributions from available cash at ETP for each quarter equal to 50.05%90.05% of the cash distributed to ETP by Sunoco Partners with respect to the IDRs and general partner interest in Sunoco Logistics held by Sunoco Partners for such quarter and, to the extent not previously distributed to holders of the ETP Class H Units, for any previous quartersquarters.
Bakken Pipeline Transaction
In March 2015, ETE transferred 30.8 million ETP common units, ETE’s 45% interest in the Bakken Pipeline project, and (iii) incremental additional$879 million in cash to ETP in exchange for 30.8 million newly issued ETP Class H Units that, when combined with the 50.2

million previously issued ETP Class H Units, generally entitle ETE to receive 90.05% of the cash distributions and other economic attributes of the general partner interest and IDRs of Sunoco Logistics (the “Bakken Pipeline Transaction”). In connection with this transaction, ETP also issued to ETE 100 ETP Class I Units that provide distributions to ETE to offset IDR subsidies previously provided to ETP. These IDR subsidies, including the impact from distributions on ETP Class I Units, were reduced by $55 million in 2015 and $30 million in 2016.
In connection with the transaction, ETP issued 100 ETP Class I Units. The ETP Class I Units are generally entitled to: (i) pro rata allocations of gross income or gain until the aggregate amount of $329 million,such items allocated to the holders of the ETP Class I Units for the current taxable period and all previous taxable periods is equal to the cumulative amount of all distributions made to the holders of the ETP Class I Units and (ii) after making cash distributions to ETP Class H Units, any additional available cash deemed to be payable by ETPeither operating surplus or capital surplus with respect to ETE Holdingsany quarter will be distributed to the Class I Units in an amount equal to the excess of the distribution amount set forth in ETP’s Partnership Agreement, as amended, (the “Partnership Agreement”) for such quarter over 15 quarters,the cumulative amount of available cash previously distributed commencing with the quarter ended September 30, 2013 and ending with the quarter ending March 31, 2017.2015 until the quarter ending December 31, 2016. The incremental cash distributions referred to in clause (iii)impact of the previous sentence are intended to offset a portion of(i) the IDR subsidies previously granted by ETE to ETP in connection with the Citrus Merger, the Holdco Transactionsubsidy adjustments and the Holdco Acquisition. In connection with the issuance of(ii) the ETP Class H Units, ETE and ETP also agreed to certain adjustments toI Unit distributions, along with the priorcurrently effective IDR subsidies, is included in order to ensure that

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the IDR subsidies are fixed amounts for each quarter to which the IDR subsidies are in effect. For a summary of the net IDR subsidy amounts resulting from this transaction, seetable below under “Quarterly Distributions of Available Cash” below.Cash.”
Bakken Equity Sale
On August 2, 2016, Bakken Holdings Company LLC, an entity in which ETP indirectly owns a 60% membership interest and Sunoco Logistics indirectly owns a 40% membership interest, agreed to sell a 49% interest in its wholly-owned subsidiary, Bakken Pipeline Investments LLC, to MarEn Bakken Company LLC, an entity jointly owned by Marathon Petroleum Corporation and Enbridge Energy Partners, L.P. for $2.00 billion in cash. This transaction closed in February 2017. Bakken Pipeline Investments LLC indirectly owns a 75% interest in each of Dakota Access, LLC (“Dakota Access”) and Energy Transfer Crude Oil Company, LLC (“ETCO”). The remaining 25% of each of Dakota Access and ETCO is owned by wholly-owned subsidiaries of Phillips 66. ETP will continue to consolidate Dakota Access and ETCO subsequent to this transaction. Upon closing, ETP and Sunoco Logistics collectively own a 38.25% interest in the Dakota Access Pipeline and Energy Transfer Crude Oil Pipeline projects (collectively, the "Bakken Pipeline"), and MarEn Bakken Company owns 36.75% and Phillips 66 owns 25.00% in the Bakken Pipeline.
Class K Units
On December 29, 2016, ETP issued to certain of its indirect subsidiaries, in exchange for cash contributions and the exchange of outstanding common units representing limited partner interests in ETP, Class K Units, each of which is entitled to a quarterly cash distribution of $0.67275 per Class K Unit prior to ETP making distributions of available cash to any class of units other than the Class H Units and the Class I Units, excluding any cash available distributions or dividends or capital stock sales proceeds received by ETP from ETP Holdco.  As of December 31, 2016, a total of 101,525,429 Class K Units were held by indirect subsidiaries of ETP.
Sales of Common Units by ETPSunoco Logistics
In September and October 2016, a total of 24.2 million common units were issued for net proceeds of $644 million in connection with a public offering and related option exercise. The following table summarizes ETP’sproceeds from this offering were used to partially fund the acquisition from Vitol.
In March and April 2015, a total of 15.5 million common units were issued in connection with a public offeringsoffering and related option exercise. Net proceeds of Common Units, all of which have been registered under the Securities Act of 1933 (as amended):
Date Number of Common Units Price per Unit Net Proceeds
April 2011 14.2
 $50.52
 $695
November 2011 15.2
 44.67
 660
July 2012 15.5
 44.57
 671
April 2013 13.8
 48.05
 657
Proceeds from the offerings listed above$629 million were used to repay amounts outstanding borrowings under the ETPSunoco Logistics’ $2.50 billion Credit Facility and/or to fund capital expenditures and capital contributions to joint ventures, and for general partnership purposes.
ETP’s Equity Distribution Program
From timeIn September 2014, Sunoco Logistics completed an overnight public offering of 7.7 million common units for net proceeds of $362 million were used to time, ETP has sold Common Units through an equity distribution agreement. Such sales of ETP Common Units are made by means of ordinary brokers’ transactions onrepay outstanding borrowings under the NYSE at market prices, in block transactions or as otherwise agreed between ETPSunoco Logistics Credit Facility and the sales agent which is the counterparty to the equity distribution agreement.for general partnership purposes.
In January 2013 and May 2013, ETP2014, Sunoco Logistics entered into equity distribution agreements pursuant to which ETPSunoco Logistics may sell from time to time ETP Common Unitscommon units having aggregate offering prices of up to $200 million and $800 million, respectively.$1.25 billion. In the fourth quarter of 2015, the aggregate capacity was increased to $2.25 billion. During the year ended December 31, 2013, ETP issued approximately 16.9 million units for $8462016, Sunoco Logistics received proceeds of $744 million, net of commissions of $9$8 million, from the issuance of 29.1 million common units pursuant to the equity distribution agreement.

Sales of Common Units by Sunoco LP
In October 2016, Sunoco LP entered into an equity distribution agreement pursuant to which Sunoco LP may sell from time to time common units having aggregate offering prices of up to $400 million. Approximately $145Through December 31, 2016, Sunoco LP received net proceeds of $71 million from the issuance of 2.8 million Sunoco LP common units pursuant to such equity distribution agreement. Sunoco LP intends to use the proceeds from any sales for general partnership purposes. As of December 31, 2016, $328 million of ETP’s Common UnitsSunoco LP common units remained available to be issued under the currently effective equity distribution agreementsagreement. From January 1, 2017 through February 24, 2017, Sunoco LP issued additional 0.4 million units with total net proceeds of $10 million and intends to use the net proceeds from sales for general partnership purposes, which may include repaying or refinancing all or a portion of our outstanding indebtedness and funding capital expenditures, acquisitions or working capital.
In March 2016, ETP contributed to Sunoco LP its remaining 68.42% interest in Sunoco, LLC and 100% interest in the legacy Sunoco, Inc. retail business for $2.23 billion. Sunoco LP paid $2.20 billion in cash, including a working capital adjustment, and issued 5.7 million Sunoco LP common units to Retail Holdings, a wholly-owned subsidiary of ETP.
On March 31, 2016, Sunoco LP sold 2.3 million of Sunoco LP’s common units in a private placement to the Partnership.
In January 2016, Sunoco LP issued 16.4 million Class C units representing limited partner interest consisting of (i) 5.2 million Class C Units issued by Sunoco LP to Aloha Petroleum, Ltd as of December 31, 2013.
Quarterly Distribution of Available Cash
Our distributions policy is consistent withconsideration for the termscontribution by Aloha to an indirect wholly-owned subsidiary, and (ii) 11.2 million Class C Units that were issued by Sunoco LP to its indirect wholly-owned subsidiaries in exchange for all of the Partnership Agreement, which require that we distribute all of our available cash quarterly. Our only cash-generating assets consist of partnership interests, including IDRs, from which we receive quarterly distributions from ETP. We have no independent operations outside of our interests in ETP. Under the Partnership Agreement, our distributions are characterized as the GP Distribution Amount and the IDR Distribution Amount. The GP Distribution Amount is all distributions we receive from ETP with respect to our General Partner Interest and the IDR Distribution Amount is all distributions received from ETP with respect to the IDR. Within 45 days following the end of each quarter, we will distribute all of our GP Available Cash and IDR Available Cash, as defined in the Partnership Agreement. GP Available Cash shall be distributed 99.99% to theoutstanding Class A Limited Partners, pro rataUnits held by such subsidiaries.
In July 2015, Sunoco LP completed an offering of 5.5 million Sunoco LP common units for net proceeds of $213 million. The net proceeds from the offering were used to repay outstanding balances under the Sunoco LP revolving credit facility.
In October 2014 and 0.01%November 2014, Sunoco LP issued an aggregate total of 9.1 million common units in an underwritten public offering. Aggregate net proceeds of $405 million from the offering were used to repay amounts outstanding under the General partner. IDR Available Cash shall be distributed 99.99% to the Class B Limited Partners, pro rata$1.50 billion Sunoco LP Credit Facility and 0.01% to the General Partner.
ETP GP has the right, in connection with the issuance of any equity security by ETP, to purchase equity securities on the same terms as these equity securities are issued to third parties sufficient to enable ETP GP and its affiliates to maintain the aggregate percentage equity interest in ETP as ETP GP and its affiliates owned immediately prior to such issuance.for general partnership purposes.
Contributions to SubsidiarySubsidiaries
The Parent Company indirectly owns the entire general partner interest in ETP through its ownership of ETP GP, the general partner of ETP. ETP GP has the right, but not the obligation, to contribute a proportionate amount of capital to ETP to maintain its current general partner interest. ETP GP’s interest in ETP’s distributions is reduced if ETP issues additional units and ETP GP does not contribute a proportionate amount of capital to ETP to maintain its General Partner interest.
Parent Company Quarterly Distributions of Available Cash
Our distribution policy is consistent with the terms of our Partnership Agreement, which requires that we distribute all of our available cash quarterly. The Parent Company’s only cash-generating assets currently consist of distributions from ETP and Sunoco LP related to limited and general partner interests, including IDRs, as well as cash generated from our investment in Lake Charles LNG.

Our distributions declared with respect to our common units during the years ended December 31, 2016, 2015, and 2014 were as follows:
Quarter Ended          Record Date Payment Date  Rate
December 31, 2013 February 7, 2014 February 19, 2014 $0.1731
March 31, 2014 May 5, 2014 May 19, 2014 0.1794
June 30, 2014 August 4, 2014 August 19, 2014 0.1900
September 30, 2014 November 3, 2014 November 19, 2014 0.2075
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
(1)
Certain common unitholders elected to participate in a plan pursuant to which those unitholders elected to forego their cash distributions on all or a portion of their common units for a period of up to nine quarters commencing with the distribution for the quarter ended March 31, 2016 and, in lieu of receiving cash distributions on these common units for each such quarter, each said unitholder received Convertible Units (on a one-for-one basis for each common unit as to which the participating unitholder elected be subject to this plan) that entitled them to receive a cash distribution of up to $0.11 per Convertible Unit. See Note 8, ETE Series A Preferred Units.
Our distributions declared with respect to our Convertible Unit during the year ended December 31, 2016 were as follows:
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
ETP’s Quarterly Distributions of Available Cash
ETP’s Partnership Agreement requires that ETP distribute all of its Available Cash to its Unitholders and its General Partner within forty-five45 days following the end of each fiscal quarter, subject to the payment of incentive distributions to the holders of IDRs to the extent that certain target levels of cash distributions are achieved. The term Available Cash generally means, with respect to any fiscal quarter of ETP’s fiscal quarters,ETP, all cash on hand at the end of such quarter, plus working capital borrowings after the end of the quarter, less reserves established by the ETPits General Partner (ETP GP) in its sole discretion to provide for the proper conduct of ETP’s business, to comply with applicable laws or any debt instrument or other agreement, or to provide

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funds for future distributions to partners with respect to any one or more of the next four quarters. Available Cash is more fully defined in the ETPETP’s Partnership Agreement.

ETP’s distributions of Available Cash from operating surplus, excluding incentive distributions, to our General Partner and Limited Partner interests are based on their respective interests as of the distribution record date. Incentive distributions allocated to the General Partner are determined based on the amount by which quarterly distribution to ETP common Unitholders exceed certain specified target levels, as set forth in the ETP Partnership Agreement.
ETP distributions declared during the periods presented below are summarizedwere as follows:
Quarter Ended Record Date Payment Date Rate
December 31, 2010 February 7, 2011  February 14, 2011 $0.89375
March 31, 2011 May 6, 2011  May 16, 2011 0.89375
June 30, 2011 August 5, 2011  August 15, 2011 0.89375
September 30, 2011 November 4, 2011  November 14, 2011 0.89375
December 31, 2011 February 7, 2012 February 14, 2012 0.89375
March 31, 2012 May 4, 2012 May 15, 2012 0.89375
June 30, 2012 August 6, 2012 August 14, 2012 0.89375
September 30, 2012 November 6, 2012 November 14, 2012 0.89375
December 31, 2012 February 7, 2013 February 14, 2013 0.89375
March 31, 2013 May 6, 2013 May 15, 2013 0.89375
June 30, 2013 August 5, 2013 August 14, 2013 0.89375
September 30, 2013 November 4, 2013 November 14, 2013 0.90500
December 31, 2013 February 7, 2014 February 14, 2014 0.92000
Quarter Ended  Record Date Payment Date  Rate
December 31, 2013 February 7, 2014 February 14, 2014 $0.9200
March 31, 2014 May 5, 2014 May 15, 2014 0.9350
June 30, 2014 August 4, 2014 August 14, 2014 0.9550
September 30, 2014 November 3, 2014 November 14, 2014 0.9750
December 31, 2014 February 6, 2015 February 13, 2015 0.9950
March 31, 2015 May 8, 2015 May 15, 2015 1.0150
June 30, 2015 August 6, 2015 August 14, 2015 1.0350
September 30, 2015 November 5, 2015 November 16, 2015 1.0550
December 31, 2015 February 8, 2016 February 16, 2016 1.0550
March 31, 2016 May 6, 2016 May 16, 2016 1.0550
June 30, 2016 August 8, 2016 August 15, 2016 1.0550
September 30, 2016 November 7, 2016 November 14, 2016 1.0550
December 31, 2016 February 7, 2017 February 14, 2017 1.0550
Following are incentive distributions ETE has agreed to relinquish:
In conjunction with the Partnership’s Citrus Merger, ETE agreed to relinquish its rights to $220 million of incentive distributions from ETP that ETE would otherwise be entitled to receive over 16 consecutive quarters beginning with the distribution paid on May 15, 2012.
In conjunction with the Holdco Transaction in October 2012, ETE agreed to relinquish its right to $210 millionthe following amounts of incentive distributions from ETP that ETE would otherwise be entitled to receive over 12 consecutive quarters beginning with the distribution paid on November 14, 2012.
As discussed in Note 3, in connection with the Holdco Acquisition on April 30, 2013, ETE also agreed to relinquish incentive distributions on the newly issued Common Units for the first eight consecutive quarters beginning with the distribution paid on August 14, 2013, and 50% of the incentive distributions for the following eight consecutive quarters.
In addition, the incremental distributions on the ETP Class H Units, which are referred to in “ETP Class H Units” above, were intended to offset a portion of the incentive distribution relinquishments previously granted by ETE to ETP. In connection with the issuance of the ETP Class H Units, ETE and ETP also agreed to certain adjustments to the incremental distributions on the ETP Class H Units in order to ensure that the net impact of the incentive distribution relinquishments (a portion of which is variable) and the incremental distributions on the ETP Class H Units are fixed amounts for each quarter for which the incentive distribution relinquishments and incremental distributions on the ETP Class H Units are in effect.
In addition to the amounts above, in connection with the ETP’s transfer of Trunkline LNG to ETE in February 2014, ETE agreed to provide additional subsidies to ETP through its relinquishment of IDRs in $50 million, $50 million, $45 million and $35 million for the years ending December 31, 2016, 2017, 2018 and 2019, respectively.

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Following is a summary of the net amounts by which these incentive distribution relinquishments and incremental distributions on ETP Class H Units would reduce the total distributions that would potentially be made to ETE in future quarters:periods:
 Quarters Ending   Total Year
 March 31 June 30 September 30 December 31 Total Year
2014 $26.5
 $26.5
 $26.5
 $26.5
 $106.0
2015 12.5
 12.5
 13.0
 13.0
 51.0
2016 18.0
 18.0
 18.0
 18.0
 72.0
2017 12.5
 12.5
 12.5
 12.5
 50.0
 $626
2018 11.25
 11.25
 11.25
 11.25
 45.0
 138
2019 8.75
 8.75
 8.75
 8.75
 35.0
 128
Each year beyond 2019 33
Sunoco Logistics Quarterly Distributions of Available Cash
Distributions declared by Sunoco Logistics during the periods presented below are summarizedyears ended December 31, 2016, 2015, and 2014 were as follows:
Quarter Ended Record Date Payment Date Rate
December 31, 2012 February 8, 2013 February 14, 2013 $0.54500
March 31, 2013 May 9, 2013 May 15, 2013 0.57250
June 30, 2013 August 8, 2013 August 14, 2013 0.60000
September 30, 2013 November 8, 2013 November 14, 2013 0.63000
December 31, 2013 February 10, 2014 February 14, 2014 0.66250
Quarter Ended  Record Date  Payment Date  Rate
December 31, 2013 February 10, 2014 February 14, 2014 $0.3312
March 31, 2014 May 9, 2014 May 15, 2014 0.3475
June 30, 2014 August 8, 2014 August 14, 2014 0.3650
September 30, 2014 November 7, 2014 November 14, 2014 0.3825
December 31, 2014 February 9, 2015 February 13, 2015 0.4000
March 31, 2015 May 11, 2015 May 15, 2015 0.4190
June 30, 2015 August 10, 2015 August 14, 2015 0.4380
September 30, 2015 November 9, 2015 November 13, 2015 0.4580
December 31, 2015 February 8, 2016 February 12, 2016 0.4790
March 31, 2016 May 9, 2016 May 13, 2016 0.4890
June 30, 2016 August 8, 2016 August 12, 2016 0.5000
September 30, 2016 November 9, 2016 November 14, 2016 0.5100
December 31, 2016 February 7, 2017 February 14, 2017 0.5200
PennTex Quarterly Distributions of Available Cash
PennTex is required by its partnership agreement to distribute a minimum quarterly distribution of $0.2750 per unit at the end of each quarter. Distributions declared during the periods presented were as follows:
Quarter Ended Record Date Payment Date Rate
September 30, 2016 November 7, 2016 November 14, 2016 $0.2950
December 31, 2016 February 7, 2017 February 14, 2017 0.2950

Sunoco LP Quarterly Distributions of Available Cash
Distributions declared by Sunoco LP subsequent to our acquisition on August 29, 2014 were as follows:
Quarter Ended Record Date Payment Date Rate
September 30, 2014 November 18, 2014 November 28, 2014 $0.5457
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
Accumulated Other Comprehensive Income (Loss)
The following table presents the components of AOCI, net of tax:
December 31,December 31,
2013 20122016 2015
Available-for-sale securities$2
 $
$2
 $
Foreign currency translation adjustment(1) 
(5) (4)
Net loss on commodity related hedges(4) 
Actuarial gain (loss) related to pensions and other postretirement benefits56
 (10)
Equity investments, net8
 (9)
Actuarial gain related to pensions and other postretirement benefits7
 8
Investments in unconsolidated affiliates, net4
 
Subtotal61
 (19)8
 4
Amounts attributable to noncontrolling interest(61) 19
(8) (4)
Total AOCI, net of tax$
 $
Total AOCI included in partners’ capital, net of tax$
 $

The table below sets forth the tax amounts included in the respective components of other comprehensive income (loss):
 December 31,
 2016 2015
Available-for-sale securities$(2) $(2)
Foreign currency translation adjustment3
 4
Actuarial loss relating to pension and other postretirement benefits
 7
Total$1
 $9
7.
9.
UNIT-BASED COMPENSATION PLANS:
We, ETP, Unit-Based Compensation Plan
ETP hasSunoco Logistics and Sunoco LP have issued equity incentive plans for employees, officers and directors, which provide for various types of awards, including options to purchase ETP Common Units, restricted units, phantom units, distribution equivalent rights (“DERs”), Common Unitcommon unit appreciation rights, cash restricted units and other unit-based awards.
ETE Long-Term Incentive Plan
The Board of Directors or the Compensation Committee of the board of directors of the our General Partner (the “Compensation Committee”) may from time to time grant additional awards to employees, directors and consultants of ETE’s general partner and its affiliates who perform services for ETE. The plan provides for the following types of awards: restricted units, phantom units, unit options, unit appreciation rights and other unit-based awards.distribution equivalent rights. The number of additional units that may be

delivered pursuant to these awards is limited to 12,000,000 units. As of December 31, 2013, an aggregate total of 0.9 million ETP Common Units2016, 8,271,767 units remain available to be awarded under its equity incentive plans.the plan.
ETP Unit Grants
ETP has granted restrictedDuring the year ended December 31, 2016, no ETE unit awards were granted to ETE employees that vest over a specified time period, typically a five-year service vesting requirement, with vesting contingent on continued employment as of each applicable vesting date. Upon vesting, ETP Common Units are issued. These unit awards entitle the recipients of the unit awardsand 23,821 ETE units were granted to receive, with respect to each ETP Common

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Unit subject to such award that has not either vested or been forfeited, a cash payment equal to each cash distribution per ETP Common Unit made by ETP on its common units promptly following each such distribution by ETP to its unitholders. These rights as “distribution equivalent rights.”non-employee directors. Under ETP’sour equity incentive plans, ETP’sour non-employee directors each receive grants with a five-year servicethat vest 60% in three years and 40% in five years and do not entitle the holders to receive distributions during the vesting requirement.
Award Activity
The following table shows the activity of the awards granted to employees and non-employee directors:
 Number of Units Weighted Average Grant-Date Fair Value Per Unit
Unvested awards as of December 31, 20121.9
 $46.95
Awards granted2.1
 50.54
Awards vested(0.6) 45.62
Awards forfeited(0.2) 45.72
Unvested awards as of December 31, 20133.2
 49.65
period.
During the yearsyear ended December 31, 2013, 20122016 and 2011, the weighted average grant-date fair value per unit award granted was $50.54, $43.932015, a total of 28,648 and $48.35, respectively. The26,244 ETE Common Units vested, with a total fair value of awards vested was $26 million, $29$0.2 million and $27$0.8 million, respectively, based on the market price of ETP Common Units as of the vesting date. As of December 31, 2013,2016, a total of 3.2 million unit awards43,740 restricted units granted to ETE directors remain unvested,outstanding, for which ETP expectswe expect to recognize a total of $116less than $1 million in compensation expense over a weighted average period of 2.13.0 years.
Sunoco Logistics’Subsidiary Unit-Based Compensation PlanPlans
Each of ETP, Sunoco Logistics’ general partnerLogistics and Sunoco LP has a long-term incentive plan forgranted restricted or phantom unit awards (collectively, the “Subsidiary Unit Awards” to employees and directors that entitle the grantees to receive common units of the respective subsidiary. In some cases, at the discretion of the respective subsidiary’s compensation committee, the grantee may instead receive an amount of cash equivalent to the value of common units upon vesting. Substantially all of the Subsidiary Unit Awards are time-vested grants, which permits the grant of restricted units and unit options of Sunoco Logistics covering an additional 0.6 million Sunoco common units. As of December 31, 2013, a total of 0.6 million Sunoco Logistics restricted units were outstanding for which Sunoco Logistics expects to recognize $21 million of expensegenerally vest over a weighted-averagefive-year period, and vesting The Subsidiary Unit Awards entitle the grantees of 2.8 years.
Related Party Awards
McReynolds Energy Partners, L.P., the general partnerunit awards to receive an amount of which is owned and controlledcash equal to the per unit cash distributions made by the Presidentrespective subsidiaries during the period the restricted unit is outstanding.
The following table summarizes the activity of the entity that indirectly owns our general partner, awarded to certain officers of ETP certain rights related to units of ETE previously issued by ETE to such ETE officer. These rights include the economic benefits of ownership of these ETE units based on a 5 year vesting schedule whereby the officer vested in the ETE units at a rate of 20% per year. As these ETE units conveyed to the recipients of these awards upon vesting from a partnership that is not owned or managed by ETE or ETP, none of the costs related to such awards were paid by ETP or ETE. As these units were outstanding prior to these awards, these awards did not represent an increase in the number of outstanding units of either ETP or ETE and were not dilutive to cash distributions per unit with respect to either ETP or ETE.Subsidiary Unit Awards:
We recognized non-cash compensation expense over the vesting period based on the grant-date
 ETP Sunoco Logistics Sunoco LP
 
Number of
Units
 
Weighted  Average
Grant-Date Fair Value
Per Unit
 
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, 20154.8
 $47.61
 2.5
 $33.16
 1.1
 $41.19
Awards granted2.5
 35.73
 1.3
 23.21
 1.0
 26.95
Awards vested(0.8) 53.22
 (0.5) 34.19
 
 36.98
Awards forfeited(0.2) 48.39
 (0.1) 33.72
 (0.1) 39.77
Unvested awards as of December 31, 20166.3
 41.53
 3.2
 28.57
 2.0
 34.43
            
Weighted average grant date fair value for Subsidiary Unit Awards during the year ended December 31:           
2016  $35.73
   $23.21
   $26.95
2015  35.21
   29.54
   40.63
2014  60.85
   41.59
   45.50
The total fair value of the ETE units awarded the ETP employees assuming no forfeitures. ForSubsidiary Unit Awards vested for the years ended December 31, 2013, 20122016, 2015, and 2011, we recognized non-cash compensation expense, net of forfeitures, of less than $12014 was $40 million, $1$57 million, and $2$56 million, respectively, based on the market price of the respective subsidiaries’ common units as a result of these awards.the vesting date. As of December 31, 2013, no rights2016, estimated compensation cost related to ETE common units remain outstanding.Subsidiary Unit Awards not yet recognized was $275 million, and the weighted average period over which this cost is expected to be recognized in expense is 2.1 years, 3.0 years and 4.3 years for ETP, Sunoco Logistics, and Sunoco LP, respectively.

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8.
10.
INCOME TAXES:
As a partnership, we are not subject to U.S. federal income tax and most state income taxes. However, the partnershipPartnership conducts certain activities through corporate subsidiaries which are subject to federal and state income taxes. The components of the federal and state income tax expense (benefit) areof our taxable subsidiaries were summarized as follows:
Years Ended December 31,Years Ended December 31,
2013 2012 20112016 2015 2014
Current expense (benefit):          
Federal$51
 $(3) $(1)$11
 $(292) $321
State(2) 4
 16
(27) (51) 86
Total49
 1
 15
(16) (343) 407
Deferred expense:     
Deferred expense (benefit):     
Federal(6) 45
 4
(221) 272
 (53)
State54
 17
 
20
 (29) 3
Total48
 62
 4
(201) 243
 (50)
Total income tax expense from continuing operations$97
 $63
 $19
Total income tax expense (benefit) from continuing operations$(217) $(100) $357

Historically, our effective tax rate differed from the statutory rate primarily due to Partnershippartnership earnings that are not subject to U.S. federal and most state income taxes at the Partnershippartnership level. The completion of the Southern Union Merger, Sunoco Merger, andETP Holdco Transaction and the Susser Merger - (see Note 3) significantly increased the activities conducted through corporate subsidiaries. A reconciliation of income tax expense (benefit) at the U.S. statutory rate to the income tax expense (benefit) attributable to continuing operations for the years ended December 31, 20132016, 2015 and 20122014 is as follows:
 December 31, 2013 December 31, 2012
 
Corporate Subsidiaries(1)
 
Partnership(2)
 Consolidated 
Corporate Subsidiaries(1)
 
Partnership(2)
 Consolidated
Income tax expense (benefit) at U.S. statutory rate of 35 percent$(166) $
 $(166) $1
 $
 $1
Increase (reduction) in income taxes resulting from:           
Nondeductible goodwill241
 
 241
 
 
 
Nondeductible executive compensation
 
 
 28
 
 28
State income taxes (net of federal income tax effects)31
 5
 36
 9
 7
 16
Other(13) (1) (14) 18
 
 18
Income tax from continuing operations$93
 $4
 $97
 $56
 $7
 $63
 December 31, 2016December 31, 2015December 31, 2014
Income tax expense (benefit) at U.S. statutory rate of 35 percent$(62) $348
 $496
Increase (reduction) in income taxes resulting from:     
Nondeductible goodwill included in the Lake Charles LNG transaction
 
 105
Partnership earnings not subject to tax(590) (366) (284)
Goodwill impairment448
 
 
State tax, net of federal tax benefit(1) (26) 55
Dividend received deduction(15) (22) 
Premium on debt retirement
 
 (10)
Audit settlement
 (7) 
Foreign taxes
 
 (8)
Other3
 (27) 3
Income tax expense (benefit) from continuing operations$(217) $(100) $357
(1)
Includes Holdco, Oasis Pipeline Company, Inland Corporation, Mid-Valley Pipeline Company and West Texas Gulf Pipeline Company. The latter three entities were acquired in the Sunoco Merger. Holdco, which was formed via the Sunoco Merger and the Holdco Transaction (see Note 3), includes Sunoco and Southern Union and their subsidiaries. ETE held a 60% interest in Holdco until April 30, 2013. Subsequent to the Holdco Acquisition (see Note 3) on April 30, 2013, ETP owns 100% of Holdco.
(2)
Includes ETP and its subsidiaries that are classified as pass-through entities for federal income tax purposes.

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Deferred taxes result from the temporary differences between financial reporting carrying amounts and the tax basis of existing assets and liabilities. The table below summarizes the principal components of the deferred tax assets (liabilities) as follows:
December 31,December 31,
2013 20122016 2015
Deferred income tax assets:      
Net operating losses and alternative minimum tax credit$217
 $268
$472
 $217
Pension and other postretirement benefits57
 127
30
 36
Long term debt108
 117
32
 61
Other104
 288
182
 162
Total deferred income tax assets486
 800
716
 476
Valuation allowance(74) (90)(118) (121)
Net deferred income tax assets$412
 $710
598
 355
      
Deferred income tax liabilities:      
Properties, plants and equipment$(1,522) $(1,938)(1,633) (1,633)
Inventory(302) (516)
Investment in unconsolidated affiliates(2,244) (1,542)
Investments in unconsolidated affiliates(3,789) (2,976)
Trademarks(180) (192)(273) (286)
Other(45) (128)(15) (50)
Total deferred income tax liabilities(4,293) (4,316)(5,710) (4,945)
Net deferred income tax liability(3,881) (3,606)
Less: current portion of deferred income tax assets (liabilities)(119) (130)
Accumulated deferred income taxes$(3,762) $(3,476)$(5,112) $(4,590)
The completion of the Southern Union Merger, Sunoco Merger and Holdco Transaction (see Note 3) significantly increased the deferred tax assets (liabilities).
The table below provides a rollforward of the net deferred income tax liability as follows:
 December 31,
 2013 2012
Net deferred income tax liability, beginning of year$(3,606) $(123)
Southern Union acquisition
 (1,420)
Sunoco acquisition
 (1,989)
SUGS Contribution to Regency(115) 
Tax provision (including discontinued operations)(111) (73)
Other(49) (1)
Net deferred income tax liability$(3,881) $(3,606)
 December 31,
 2016 2015
Net deferred income tax liability, beginning of year$(4,590) $(4,410)
Goodwill associated with Sunoco Retail to Sunoco LP transaction (see Note 3)(460) 
Net assets (excluding goodwill) associated with Sunoco Retail to Sunoco LP (see Note 3)(243) 
Tax provision201
 (242)
Other(20) 62
Net deferred income tax liability$(5,112) $(4,590)
ETP Holdco and certain other corporate subsidiaries have gross federal net operating loss carryforwardscarryforward tax benefits of $216$292 million, all of which will expire in 2032. Holdco has $40 million of federal alternative minimum tax credits which do not expire. Holdco and other2032 through December 31, 2035. Our corporate subsidiaries have state net operating loss carryforward benefits of $101$127 million, net of federal tax, which expire between 2013January 1, 2017 and 2032. The2036. A valuation allowance of $74$118 million is applicable to the state net operating loss carryforward benefits applicable to Sunoco pre-acquisition periods.

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Tablesignificant restriction on their use in the Commonwealth of ContentsPennsylvania.

The following table sets forth the changes in unrecognized tax benefits:
Years Ended December 31,Years Ended December 31,
2013 2012 20112016 2015 2014
Balance at beginning of year$27
 $2
 $2
$610
 $440
 $429
Additions attributable to acquisitions
 28
 
Additions attributable to tax positions taken in the current year
 
 1
8
 178
 20
Additions attributable to tax positions taken in prior years406
 
 
18
 
 
Reduction attributable to tax positions taken in prior years(20) 
 (1)
Settlements
 
 (1)
 
 (5)
Lapse of statute(4) (3) 
(1) (8) (3)
Balance at end of year$429
 $27
 $2
$615
 $610
 $440
As of December 31, 2013,2016, we have $425$596 million ($418554 million after federal income tax benefits) related to tax positions which, if recognized, would impact our effective tax rate. We believe it is reasonably possible that its unrecognized tax benefits may be reduced by $6$1 million ($50.6 million, net of federal tax) within the next twelve months due to settlement of certain positions.
Sunoco has historically included certain government incentive payments as taxable income on its federal and state income tax returns. In connection with Sunoco’s 2004 through 2011 open statute years, Sunoco has proposed to the IRS that these government incentive payments be excluded from federal taxable income. If Sunoco is fully successful with its claims, it will receive tax refunds of approximately $372 million. However, due to the uncertainty surrounding the claims, a reserve of $372 million was established for the full amount of the claims. Due to the timing of the expected settlement of the claims and the related reserve, the receivable and the reserve for this issue have been netted in the financial statements as of December 31, 2013.
Our policy is to accrue interest expense and penalties on income tax underpayments (overpayments) as a component of income tax expense. During 2013,2016, we recognized interest and penalties of less than $1 million. At December 31, 2013,2016, we have interest and penalties accrued of $6 million, net of tax.
Sunoco, Inc. has historically included certain government incentive payments as taxable income on its federal and state income tax returns. In connection with Sunoco, Inc.’s 2004 through 2011 years, Sunoco, Inc. filed amended returns with the IRS excluding these government incentive payments from federal taxable income. The IRS denied the amended returns, and Sunoco, Inc. petitioned the Court of Federal Claims (“CFC”) in June 2015 on this issue. In November 2016, the CFC ruled against Sunoco, Inc., and Sunoco, Inc. is appealing this decision to the Federal Circuit. If Sunoco, Inc. is ultimately fully successful in its litigation, it will receive tax refunds of approximately $530 million. However, due to the uncertainty surrounding the litigation, a reserve of $530 million was established for the full amount of the litigation. Due to the timing of the litigation and the related reserve, the receivable and the reserve for this issue have been netted in the consolidated balance sheet as of December 31, 2016.
In December of 2015, The Pennsylvania Commonwealth Court determined in Nextel Communications v. Commonwealth (“Nextel”) that the Pennsylvania limitation on NOL carryforwards violated the uniformity clause of the Pennsylvania Constitution. Based upon the decision in Nextel, Sunoco, Inc. is recognizing approximately $46 million ($30 million after federal income tax benefits) in tax benefit based on previously filed tax returns and certain previously filed protective claims. However, as the Nextel decision is subject to appeal, and because of uncertainty in the breadth of the application of the decision, we have reserved $9 million ($6 million after federal income tax benefits) against the receivable.

In general, ETP and its subsidiaries are no longer subject to examination by the Internal Revenue Service (“IRS”), and most state jurisdictions, for the 2013 and prior tax years. However, Sunoco, Inc. and its subsidiaries are no longer subject to examination by the IRS for tax years prior to 2009, except Sunoco and Southern Union which are no longer subject to examination by the IRS for tax years prior to 2007 and 2004, respectively.2007.
Sunoco, Inc. has been examined by the IRS for the 2007 and 2008 tax years; however, theyears through 2013. However, statutes remain open for both of these tax years 2007 and forward due to carryback of net operating losses. Sunoco is currently under examination for the years 2009 through 2011, but due to the aforementioned carryback, such years also impact Sunoco’s tax liability for the years 2004 through 2008. With the exception of thelosses and/or claims regarding government incentive payments discussed above, allabove. All other issues are resolved. Southern Union is under examination forThough we believe the tax years are closed by statute, tax years 2004 through 2009. As of December 31, 2013, the IRS has proposed only one adjustment for the years under examination. For the 2006 tax year, the IRS is challenging $545 million of the $690 million of deferred gain associated with a like kind exchange involving certain assets of its distribution operations and its gathering and processing operations. We will vigorously defend and believe Southern Union’s tax position will prevail against this challengeare impacted by the IRS. Accordingly, no unrecognized tax benefit has been recorded with respect to this tax position.carryback of net operating losses and under certain circumstances may be impacted by adjustments for government incentive payments.
ETPETE and its subsidiaries also have various state and local income tax returns in the process of examination or administrative appeal in various jurisdictions. We believe the appropriate accruals or unrecognized tax benefits have been recorded for any potential assessment with respect to these examinations.

9.
11.
REGULATORY MATTERS, COMMITMENTS, CONTINGENCIES AND ENVIRONMENTAL LIABILITIES:
FERC Audit
The FERC recently completed an audit of PEPL, a subsidiary of Southern Union, for the period from January 1, 2010 through December 31, 2011, to evaluate its compliance with the Uniform System of Accounts as prescribed by the FERC, annual and quarterly financial reporting to the FERC, reservation charge crediting policy and record retention. An audit report was received in August 2013 noting no issues that would have a material impact on the Partnership’s historical financial position or results of operations.

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Contingent Matters Potentially Impacting the Partnership from Our Investment in Citrus
Florida Gas Pipeline Relocation Costs. The Florida Department of Transportation, Florida’s Turnpike Enterprise (“FDOT/FTE”) has various turnpike/State Road 91 widening projects that have impacted or may, over time, impact one or more of FGTs’ mainline pipelines located in FDOT/FTE rights-of-way. Certain FDOT/FTE projects have been or are the subject of litigation in Broward County, Florida. On November 16, 2012, FDOT paid to FGT the sum of approximately $100 million, representing the amount of the judgment, plus interest, in a case tried in 2011.
On April 14, 2011, FGT filed suit against the FDOT/FTE and other defendants in Broward County, Florida seeking an injunction and damages as the result of the construction of a mechanically stabilized earth wall and other encroachments in FGT easements as part of FDOT/FTE’s I-595 project. On August 21, 2013, FGT and FDOT/FTE entered into a settlement agreement pursuant to which, among other things, FDOT/FTE paid FGT approximately $19 million in September, 2013 in settlement of FGT’s claims with respect to the I-595 project. The settlement agreement also provided for agreed easement widths for FDOT/FTE right-of-way and for cost sharing between FGT and FDOT/FTE for any future relocations. Also in September 2013, FDOT/FTE paid FGT an additional approximate $1 million for costs related to the aforementioned turnpike/State Road 91 case tried in 2011.
FGT will continue to seek rate recovery in the future for these types of costs to the extent not reimbursed by the FDOT/FTE. There can be no assurance that FGT will be successful in obtaining complete reimbursement for any such relocation costs from the FDOT/FTE or from its customers or that the timing of such reimbursement will fully compensate FGT for its costs.
Contingent Residual Support Agreement AmeriGas
In connection with the closing of the contribution of its propane operations in January 2012, ETP agreed to provide contingent residual support of $1.55 billion of intercompany borrowings made by AmeriGas and certain of its affiliates with maturities through 2022 from a finance subsidiary of AmeriGas that have maturity dates and repayment terms that mirror those of an equal principal amount of senior notes issued by this finance company subsidiary to third partythird-party purchases. In 2016, AmeriGas repurchased certain of its senior notes, which caused a reduction in the amount supported by ETP under the contingent residual support agreement. In February 2017, AmeriGas repurchased $378 million of its 7.00% senior notes, which reduced the remaining amount supported by ETP to $122 million.
PEPL Holdings Guarantee of CollectionSunoco LP Notes
In connection with the SUGS Contribution, Regency issued $600 million of 4.50% Senior Notes due 2023(the “Regency Debt”), the proceeds of which were used by Regencyprevious transactions whereby Retail Holdings contributed assets to fund the cash portion of the consideration, as adjusted, and pay certain other expenses or disbursements directly related to the closing of the SUGS Contribution. In connection with the closing of the SUGS Contribution on April 30, 2013, Regency entered into an agreement with PEPL Holdings, a subsidiary of Southern Union, pursuant to which PEPLSunoco LP, Retail Holdings provided a limited contingent guarantee of collection, (on a nonrecourse basisbut not of payment, to Southern Union) to Regency and Regency Energy Finance Corp.Sunoco LP with respect to the payment of the(i) $800 million principal amount of the Regency Debt through maturity6.375% senior notes due 2023 issued by Sunoco LP, (ii) $800 million principal amount of 6.25% senior notes due 2021 issued by Sunoco LP and (iii) $2.035 billion aggregate principal for Sunoco LP’s term loan due 2019. In December 2016, Retail Holdings contributed its interests in 2023. In connectionSunoco LP, along with the completionassignment of the Panhandle Merger, in which PEPL Holdings was merged with and into Panhandle, the guarantee of collection for the Regency Debt was assumed by Panhandle.Sunoco LP’s senior notes, to its subsidiary, ETC M-A Acquisition LLC.
NGL Pipeline Regulation
We have interests in NGL pipelines located in Texas and New Mexico. We commenced the interstate transportation of NGLs in 2013, which is subject to the jurisdiction of the FERC under the ICAInterstate Commerce Act (“ICA”) and the Energy Policy Act of 1992. Under the ICA, tariffstariff rates must be just and reasonable and not unduly discriminatory orand pipelines may not confer any undue preference. The tariff rates established for interstate services were based on a negotiated agreement; however, the FERC’s rate-making methodologies may limit our ability to set rates based on our actual costs, may delay or limit the use of rates that reflect increased costs and may subject us to potentially burdensome and expensive operational, reporting and other requirements. Any of the foregoing could adversely affect our business, revenues and cash flow.
FERC Audit
In March 2016, the FERC commenced an audit of Trunkline for the period from January 1, 2013 to present to evaluate Trunkline’s compliance with the requirements of its FERC gas tariff, the accounting regulations of the Uniform System of Accounts as prescribed by the FERC, and the FERC’s annual reporting requirements. The audit is ongoing.
Commitments
In the normal course of our business, we purchase, processETP purchases, processes and sellsells natural gas pursuant to long-term contracts and we enterenters into long-term transportation and storage agreements. Such contracts contain terms that are customary in the industry. We believe that the terms of these agreements are commercially reasonable and will not have a material adverse effect on ourits financial position or results of operations.
ETP’s joint venture agreements require that they fund their proportionate share of capital contributions to their unconsolidated affiliates. Such contributions will depend upon their unconsolidated affiliates’ capital requirements, such as for funding capital projects or repayment of long-term obligations.

We have certain non-cancelable leases for property and equipment, which require fixed monthly rental payments and expire at various dates through 2056. Rental2034. The table below reflects rental expense under these operating leases has been included in operating expenses in the accompanying statements of operations, and totaled approximately $140 million, $57 million and $26 million for the years ended December 31, 2013, 2012 and 2011, respectively, which include contingent rentals, totaling $22 million and $6 million in 2013 and 2012, respectively. During the years ended December 31, 2013 and 2012, approximately $24 million and $4 million, respectively, of rental expense was recovered through related sublease rental income.income:

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  Years Ended December 31,
  2016 2015 2014
Rental expense(1)
 $221
 $225
 $159
Less: Sublease rental income (30) (16) (26)
Rental expense, net $191
 $209
 $133

(1)
Includes contingent rentals totaling $23 million, $26 million and $24 million for the years ended December 31, 2016, 2015 and 2014, respectively.
Future minimum lease commitments for such leases are:
Years Ending December 31: 
2014$80
201578
201670
201766
201853
Thereafter42
Future minimum lease commitments389
Less: Sublease rental income(57)
Net future minimum lease commitments$332
Our joint venture agreements require that we fund our proportionate share of capital contributions to our unconsolidated affiliates. Such contributions will depend upon our unconsolidated affiliates’ capital requirements, such as for funding capital projects or repayment of long-term obligations.
Years Ending December 31: 
2017$148
2018129
2019117
2020112
2021108
Thereafter548
Future minimum lease commitments1,162
Less: Sublease rental income(79)
Net future minimum lease commitments$1,083
Litigation and Contingencies
We may, from time to time, be involved in litigation and claims arising out of our operations in the normal course of business. Natural gas and crude oil are flammable and combustible. Serious personal injury and significant property damage can arise in connection with their transportation, storage or use. In the ordinary course of business, we are sometimes threatened with or named as a defendant in various lawsuits seeking actual and punitive damages for product liability, personal injury and property damage. We maintain liability insurance with insurers in amounts and with coverage and deductibles management believes are reasonable and prudent, and which are generally accepted in the industry. However, there can be no assurance that the levels of insurance protection currently in effect will continue to be available at reasonable prices or that such levels will remain adequate to protect us from material expenses related to product liability, personal injury or property damage in the future.
Sunoco LitigationDakota Access Pipeline
FollowingDuring the announcementsummer of 2016, individuals affiliated with, or sympathetic to, the Standing Rock Sioux Tribe (the “SRST”) began gathering near a construction site on the Dakota Access pipeline project in North Dakota to protest the development of the Sunoco Mergerpipeline project. Some of the protesters eventually trespassed on April 30, 2012, eight putative classto the construction site, tampered with equipment, and disrupted construction activity at the site.  At this time, we are working with the various authorities to mitigate the effects of this largely unlawful protest. We believe that Dakota Access now has the necessary permits and approvals to perform all work on the pipeline project. In response to the protests, Dakota Access filed a lawsuit in federal court in North Dakota to restrain protestors from disrupting construction and also requested a temporary restraining order (“TRO”) against the Chairman of the SRST and the protestors. The U.S. District Court granted Dakota Access’s request for a TRO, and the defendants filed a motion to dismiss the case and dissolve the TRO. The Court later granted the defendants’ motions to dissolve the TRO. Dakota Access filed a response to the defendant’s motion to dismiss, and the Court has yet to rule. At this time, we cannot determine how long the protest will continue, how the legal action will be resolved. Construction work on the pipeline is ongoing, and, derivative complaints were filedbarring legal delays, we expect the final portion of the pipeline to be completed in March or April. Additional protests or legal actions may arise in connection with our Dakota Access project or other projects. Trespass on to construction sites or our physical facilities, or other disruptions, could result in further damage to our assets, safety incidents, potential liability or project delays.

In July 2016, the Sunoco MergerU.S. Army Corps of Engineers (“USACE”) issued permits to Dakota Access consistent with environmental and historic preservation statutes for the pipeline to make two crossings of the Missouri River in North Dakota, including a crossing of the Missouri River at Lake Oahe. The USACE has also issued an easement to allow the pipeline to cross land owned by the USACE adjacent to the Missouri River in two locations. The SRST filed a lawsuit in the U.S. District Court for the District of Common PleasColumbia against the USACE challenging the legality of Philadelphia County, Pennsylvania.  Each complaint names as defendants the memberspermits issued for the construction of Sunoco’s boardthe Dakota Access pipeline across those waterways and claiming violations of directors and alleges that they breached their fiduciary duties by negotiating and executing, through an unfair and conflicted process,the National Historic Preservation Act (“NHPA”). The SRST also sought a merger agreement that provides inadequate considerationpreliminary injunction to rescind the USACE permits while the case is pending. Dakota Access’ moved to intervene in the case and that contains impermissible terms designedmotion was granted by the Court. The SRST has also sought an emergency TRO to deter alternative bids. Each complaint also names as defendants Sunoco, ETP, ETP GP, ETP LLC, and Sam Acquisition Corporation, allegingstop construction on the pipeline project. On September 9, 2016, the Court denied SRST’s motion for a preliminary injunction. After that they aided and abetteddecision, the breach of fiduciary duties by Sunoco’s directors; someDepartment of the complaints also name ETE as a defendant on those aidingArmy, the Department of Justice, and abetting claims. In September 2012, all of these lawsuits were settled with no payment obligation on the part of anyDepartment of the defendants followingInterior released a joint statement stating that the filingUSACE would not grant the easement for the land adjacent to Lake Oahe until the federal departments completed a review of Current Reports on Form 8-K that included additional disclosures that were incorporated by reference into the proxy statementSRST’s claims in its lawsuit with respect to the USACE’s compliance with certain federal statutes in connection with its activities related to the Sunoco Merger. Subsequentgranting of the permits. The SRST appealed the denial of the preliminary injunction to the settlementU.S. Court of these cases,Appeals for the plaintiffs’ attorneys sought compensation from SunocoD.C. Circuit and filed an emergency motion for attorneys’ fees relatedan injunction pending the appeal to their efforts in obtaining these additional disclosures.the U.S. District Court. The U.S. District Court denied SRST’s emergency motion for an injunction pending the appeal. The SRST filed an amended complaint and added claims based on treaties between the tribes and the United States and statues governing the use of government property. The D.C. Circuit denied the SRST’s application for a stay pending appeal and later dismissed the SRST’s appeal of the denied TRO.
In December 2016, the Department of the Army announced that, although its prior actions complied with the law, it intended to conduct further environmental review of the crossing at Lake Oahe. In January 2013, Sunoco entered into agreements2017, pursuant to compensatea presidential memorandum, the plaintiffs’ attorneys inDepartment the state court actions in the aggregate amount of not more than $950,000 and to compensate the plaintiffs’ attorneys in the federal court action in the amount of not more than $250,000. The payment of $950,000 was made in July 2013.
Litigation Relating to the Southern Union Merger
In June 2011, several putative class action lawsuits were filed in the Judicial District Court of Harris County, Texas naming as defendants the membersDepartment of the Southern Union Board, as well as Southern UnionArmy decided that no further environmental review was necessary and ETE.delivered Dakota Access an easement to cross Lake Oahe. Construction at the site is ongoing. In the fall of 2016, the Cheyenne River Sioux Tribe intervened alongside the SRST. After USACE gave Dakota Access its final easement, the Cheyenne River Sioux moved for a preliminary injunction and temporary restraining order blocking construction. These motions raised, for the first time, claims based on the religious rights of the Tribe. The district court denied the TRO and has yet to decide whether to grant a preliminary injunction. The SRST has also moved for summary judgment on its claims against the government based on its treaty rights and the National Environmental Policy Act, and the district court is still considering this motion. Briefing is ongoing.
In addition, the Oglala and Yankton Sioux tribes have filed related lawsuits were styled Jaroslawicz v. Southern Union Company, et al., Cause No. 2011-37091, in an effort to prevent construction of the 333rd Judicial District Court of Harris County, Texas and Magda v. Southern Union Company, et al., Cause No. 2011-37134, in the 11th Judicial District Court of Harris County, Texas. The lawsuits were consolidated into an action styled In re: Southern Union Company; Cause No. 2011-37091, in the 333rd Judicial District Court of Harris County, Texas. Plaintiffs allegeDakota Access pipeline project.
While we believe that the Southern Union directors breached their fiduciary dutiespending lawsuits are unlikely to Southern Union’s stockholdersblock construction or operation of the pipeline and that construction on the land adjacent to Lake Oahe will be completed in connectiona timely manner, we cannot assure this outcome. Any significant delay imposed by the court will delay the receipt of revenue from this project. We cannot determine when or how these lawsuits will be resolved or the impact they may have on the Dakota Access project.
Mont Belvieu Incident
On June 26, 2016, a hydrocarbon storage well located on another operator’s facility adjacent to Lone Star NGL Mont Belvieu’s (Lone Star) facilities in Mont Belvieu, Texas experienced an over-pressurization resulting in a subsurface release. The subsurface release caused a fire at Lone Star’s South Terminal (CMB) and damage to Lone Star’s storage well operations at its South and North Terminals. Normal operations have resumed at the facilities with the Merger and that Southern Union and ETE aided and abetted the alleged breachesexception of fiduciary duty.one of Lone Star’s storage wells. The amended petitions allege that the Merger involves an unfair price and an inadequate sales process, that Southern Union’s directors entered into the Merger to benefit themselves personally, including

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through consulting and noncompete agreements, and that defendants have failed to disclose all material information related to the Merger to Southern Union stockholders. The amended petitions seek injunctive relief, including an injunction of the Merger, and an award of attorneys’ and other fees and costs, in addition to other relief. On October 21, 2011, the court denied ETE’s October 13, 2011, motion to stay the Texas proceeding in favor of cases pending in the Delaware Court of Chancery.
Also in June 2011, several putative class action lawsuits were filed in the Delaware Court of Chancery naming as defendants the members of the Southern Union Board, as well as Southern Union and ETE. Three of the lawsuits also named Merger Sub as a defendant. These lawsuits are styled: Southeastern Pennsylvania Transportation Authority, et al. v. Southern Union Company, et al., C.A. No. 6615-CS; KBC Asset Management NV v. Southern Union Company, et al., C.A. No. 6622-CS; LBBW Asset Management Investment GmbH v. Southern Union Company, et al., C.A. No. 6627-CS; and Memo v. Southern Union Company, et al., C.A. No. 6639-CS. These cases were consolidated with the following style: In re Southern Union Co. Shareholder Litigation, C.A. No. 6615-CS, in the Delaware Court of Chancery. The consolidated complaint asserts similar claims and allegations as the Texas state-court consolidated action. On July 25, 2012, the Delaware plaintiffs filed a notice of voluntary dismissal of all claims without prejudice. In the notice, plaintiffs stated their claims were being dismissed to avoid duplicative litigation and indicated their intent to join the Texas case.
On September 18, 2013, the plaintiff dismissed without prejudice its lawsuit against all defendants.possible damages is still under investigation.
MTBE Litigation
Sunoco, Inc. and/or Sunoco, Inc. (R&M), along with other refiners, manufacturers and sellers of gasoline, is a defendantare defendants in lawsuits alleging MTBE contamination of groundwater. The plaintiffs typically include water purveyors and municipalities responsible for supplying drinking water and governmental authorities. The plaintiffs are asserting primarily assert product liability claims and additional claims including nuisance, trespass, negligence, violation of environmental laws and deceptive business practices. The plaintiffs in all of the cases are seekingseek to recover compensatory damages, and in some cases also seek natural resource damages, injunctive relief, punitive damages and attorneys’ fees.
As of December 31, 2013,2016, Sunoco, Inc. is a defendant in sevensix cases, one of which wasincluding cases initiated by the StateStates of New Jersey, Vermont, Pennsylvania, Rhode Island, and two others by the Commonwealth of Puerto Rico with the more recent Puerto Rico action being a companion case alleging damages for additional sites beyond those at issue in the initial Puerto Rico action. SixFour of these cases are venued in a multidistrict litigation (“MDL”) proceeding in a New York federal court. The most recently filedNew Jersey, Puerto Rico, action is expected to be transferred to the MDL. The New JerseyVermont, and Puerto RicoPennsylvania cases assert natural resource damage claims. In addition, Sunoco has received notice from another state that it intends to file an MTBE lawsuit in the near future asserting natural resource damage claims.

Fact discovery has concluded with respect to an initial set of fewer than 2019 sites each that will be the subject of the first trial phase in the New Jersey case and the initial Puerto Rico case. Insufficient information has been developed aboutThe initial set of 19 New Jersey trial sites are now pending before the plaintiffs’ legal theories orUnited States District Judge for the factsDistrict of New Jersey, the Hon. Freda L. Wolfson for the pre-trial and trial phases. Judge Wolfson then referred the case to United States Magistrate Judge for the District of New Jersey, the Hon. Lois H. Goodman. Judge Goodman conducted a status conference with respect to statewide natural resource damage claims to provide an analysisall of the ultimate potential liabilityparties and inquired whether the parties will engage in a global mediation and instructed the parties to exchange possible mediator names. All parties agreed to participate in global settlement discussions in a global mediation forum before Hon. Garrett Brown (Ret.), a Judicial Arbitration Mediation Service mediator. The remaining portion of the New Jersey case remains in the multidistrict litigation. The first mediation session with Judge Brown is scheduled for November 2 through November 3, 2016. In early 2017, Sunoco, Inc. and two other co-defendants reached a settlement in these matters; however, itprinciple with the State of New Jersey, subject to the parties agreeing on the terms and conditions of a Settlement and Release agreement. It is reasonably possible that a loss may be realized.realized in the remaining cases; however, we are unable to estimate the possible loss or range of loss in excess of amounts accrued. Management believes that an adverse determination with respect to one or more of the MTBE cases could have a significant impact on results of operations during the period in which any said adverse determination occurs, but does not believe that any such adverse determination would have a material adverse effect on the Partnership’s consolidated financial position.
Regency Merger Litigation
Following the January 26, 2015 announcement of the Regency Merger, purported Regency unitholders filed lawsuits in state and federal courts in Dallas and Delaware asserting claims relating to the Regency Merger. All Regency Merger-related lawsuits have been dismissed, although one lawsuit remains pending on appeal. On June 10, 2015, Adrian Dieckman (“Dieckman”), a purported Regency unitholder, filed a class action complaint on behalf of Regency’s common unitholders in the Court of Chancery of the State of Delaware. The lawsuit alleges that the Regency Merger breached the Regency partnership agreement because Regency’s conflicts committee was not properly formed, and the Regency Merger was not approved in good faith. Defendants filed a motion to dismiss, and on March 29, 2016, the Delaware court granted Defendants’ motion and dismissed the lawsuit. On April 26, 2016, Dieckman filed his Notice of Appeal to the Supreme Court of Delaware. This appeal is styled Adrian Dieckman v. Regency GP LP, et al., No. 208, 2016, in the Supreme Court of the State of Delaware. Dieckman filed his Opening Brief on June 9, 2016, and Defendants’ filed their Answering Brief on July 29, 2016. On August 31, 2016, Dieckman filed his Reply Brief. Oral argument was held on November 16, 2016 before the Delaware Supreme Court. On January 20, 2017, the Delaware Supreme Court issued an order reversing the judgment of the Court of Chancery that dismissed Counts I and II of the Dieckman’s Complaint.
Enterprise Products Partners, L.P. and Enterprise Products Operating LLC Litigation
On January 27, 2014, a trial commenced between ETP against Enterprise Products Partners, L.P. and Enterprise Products Operating LLC (collectively, “Enterprise”) and Enbridge (US) Inc.  Trial resulted in a verdict in favor of ETP against Enterprise that consisted of $319 million in compensatory damages and $595 million in disgorgement to ETP.  The jury also found that ETP owed Enterprise $1 million under a reimbursement agreement.  On July 29, 2014, the trial court entered a final judgment in favor of ETP and awarded ETP $536 million, consisting of compensatory damages, disgorgement, and pre-judgment interest.  The trial court also ordered that ETP shall be entitled to recover post-judgment interest and costs of court and that Enterprise is not entitled to any net recovery on its counterclaims.  Enterprise has filed a notice of appeal with the Texas Court of Appeals, and briefing by Enterprise and ETP is complete. Oral argument was held on April 20, 2016. The Court of Appeals is taking the briefs under advisement. In accordance with GAAP, no amounts related to the original verdict or the July 29, 2014 final judgment will be recorded in our financial statements until the appeal process is completed.
Sunoco Logistics Merger Litigation
Between January 6, 2017 and February 8, 2017, seven purported ETP common unitholders (“Plaintiffs”) separately filed seven putative unitholder class action lawsuits challenging the merger and the disclosures made in connection with the merger. The lawsuits are styled (a) Koma v. Energy Transfer Partners, L.P., et al., Case No. 3:17-cv-00060-G, in the United States District Court for the Northern District of Texas, Dallas Division (the “Koma Lawsuit”); (b) Ashraf v. Energy Transfer Partners, L.P. et al., Case No. 3:17-cv-00118-B, in the United States District Court for the Northern District of Texas, Dallas Division (the “Ashraf Lawsuit”); (c) Shure v. Energy Transfer Partners, L.P. et al., Case No. 1:17-cv-00044-UNA, in the United States District Court for the District of Delaware (the “Shure Lawsuit”); (d) Verlin v. Energy Transfer Partners, L.P. et al., Case No. 1:17-cv-00045-UNA, in the United States District Court for the District of Delaware (the “Verlin Lawsuit”); (e) Duany v. Energy Transfer Partners, L.P. et al., Case No. 1:17-cv-00058-UNA, in the United States District Court for the District of Delaware (the “Duany Lawsuit”); (f) Epstein v. Energy Transfer Partners, L.P. et. al., Case No, 1:17-cv-00069, in the United States District Court for the District of Delaware (the “Epstein Lawsuit”) and (g) Sgnilek v. Energy Transfer Partners, L.P. et al., Case No. 1:17-cv-00141, in the United States District Court for the District of Delaware (the “Sgnilek Lawsuit” and collectively with the Koma Lawsuit, Ashraf Lawsuit, Shure Lawsuit, Verlin Lawsuit, Duany Lawsuit, and Epstein Lawsuit,

the “Lawsuits”). The Koma Lawsuit, Ashraf Lawsuit, Duany Lawsuit, and Epstein Lawsuit are filed against ETP, ETP GP, ETP GP, LLC, ETE, and the members of the ETP Board. The Shure Lawsuit and Verlin Lawsuit are filed against ETP, ETP GP, the members of the ETP Board, ETE, Sunoco Logistics, and Sunoco Logistics GP. The Sgnilek Lawsuit is filed against ETP, ETP GP, ETP GP LLC, ETE, the members of the ETP Board, Sunoco Logistics and Sunoco Logistics GP (collectively “Defendants”).
Plaintiffs allege causes of action challenging the merger and the preliminary joint proxy statement/prospectus filed in connection with the merger. According to Plaintiffs, the preliminary joint proxy statement/prospectus is allegedly misleading because, among other things, it fails to disclose certain information concerning, in general, (a) the background and process that led to the merger; (b) ETE’s, ETP’s, and Sunoco Logistics’ financial projections; (c) the financial analysis and fairness opinion provided by Barclays; and (d) alleged conflicts of interest concerning Barclays, ETE, and certain officers and directors of ETP and ETE. Based on these allegations, and in general, Plaintiffs allege that (i) Defendants have violated Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder and (ii) the members of the ETP Board have violated Section 20(a) of the Exchange Act. Plaintiffs in the Shure Lawsuit and Verlin Lawsuit also allege that Sunoco Logistics has violated Section 20(a) of the Exchange Act. Plaintiffs also assert, in general, that the terms of the merger (including, among other terms, the merger consideration) are unfair to ETP common unitholders and resulted from an unfair and conflicted process. Based on these allegations, the Sgnilek Lawsuit alleges that (a) the ETP Board, ETP GP, ETP GP LLC, ETP, and ETE have breached the covenant of good faith and/or fiduciary duties, and (b) Sunoco Logistics and Sunoco Logistics GP have aided and abetted those alleged breaches.
Based on these allegations, Plaintiffs seek to enjoin Defendants from proceeding with or consummating the merger unless and until Defendants disclose the allegedly omitted information summarized above. The Koma Lawsuit and Sgnilek Lawsuit also seek to enjoin Defendants from proceeding with or consummating the merger unless and until the ETP Board adopts and implements processes to obtain the best possible terms for ETP common unitholders. To the extent that the merger is consummated before injunctive relief is granted, Plaintiffs seek to have the merger rescinded. Plaintiffs also seek damages and attorneys’ fees.
Defendants’ dates to answer, move to dismiss, or otherwise respond to the Lawsuits have not yet been set. Defendants cannot predict the outcome of these or any other lawsuits that might be filed subsequent to the date of the filing of this annual report, nor can Defendants predict the amount of time and expense that will be required to resolve such litigation. Defendants believe the Lawsuits are without merit and intend to defend vigorously against the Lawsuits and any other actions challenging the merger.
Litigation Filed By or Against WMB
On April 6, 2016, WMB filed a complaint against ETE and LE GP in the Delaware Court of Chancery (the “First Delaware WMB Litigation”). This lawsuit is styled The Williams Companies, Inc. v. Energy Transfer Equity, L.P., C.A. No. 12168-VCG. WMB alleged that Defendants breached the merger agreement between WMB, ETE, and several of ETE’s affiliates (the “Merger Agreement”) by issuing ETE’s Series A Convertible Preferred Units. According to WMB, the issuance of Convertible Units (the “Issuance”) violates various contractual restrictions on ETE’s actions between the execution and closing of the merger. WMB sought, among other things, to (a) rescind the Issuance and (b) invalidate an amendment to ETE’s partnership agreement that was adopted on March 8, 2016 as part of the Issuance.
On May 3, 2016, ETE and LE GP filed an answer and counterclaim in the First Delaware WMB Litigation. The counterclaim asserts in general that WMB materially breached its obligations under the Merger Agreement by (a) blocking ETE’s attempts to complete a public offering of the Convertible Units, including, among other things, by declining to allow WMB’s independent registered public accounting firm to provide the auditor consent required to be included in the registration statement for a public offering and (b) bringing the Texas WMB Litigation against Mr. Warren in the District Court of Dallas County, Texas.
On May 13, 2016, WMB filed a second lawsuit in the Delaware Court of Chancery against ETE and LE GP and added Energy Transfer Corp LP, ETE Corp GP, LLC, and Energy Transfer Equity GP, LLC as additional defendants (the “Second Delaware WMB Litigation”). This lawsuit is styled The Williams Companies, Inc. v. Energy Transfer Equity, L.P., et al., C.A. No. 12337-VCG. In general, WMB alleged that the defendants breached the Merger Agreement by (a) failing to use commercially reasonable efforts to obtain from Latham & Watkins LLP (“Latham”) the delivery of a tax opinion under Section 721 of the Tax Code (“721 Opinion”), a condition precedent to the closing of the merger, and (b) taking actions that allegedly delayed the SEC in declaring the Form S-4 filed in connection with the merger (the “Form S-4”) effective. WMB asked the Court, in general, to (a) issue a declaratory judgment that ETE breached the Merger Agreement, (b) enjoin ETE from terminating the Merger Agreement on the basis that it failed to obtain a 721 Opinion, (c) enjoin ETE from terminating the Merger Agreement on the basis that the transaction failed to close by the outside date, and (d) force ETE to close the merger or take various other affirmative actions. WMB sought to expedite the second lawsuit, and ETE agreed to expedite both Delaware actions.

ETE also filed an answer and counterclaim in the Second Delaware WMB Litigation. In addition to the counterclaims previously asserted, ETE asserted that WMB materially breached the Merger Agreement by, among other things, (a) modifying or qualifying the WMB board of directors’ recommendation to its stockholders regarding the merger, (b) failing to provide material information to ETE for inclusion in the Form S-4 related to the merger necessary to prevent the Form S-4 from being materially misleading, (c) failing to facilitate the financing of the merger, (d) failing to be reasonable with respect to its withholding of its consent to ETE’s offering of Series A Convertible Preferred Units, and (e) failing to use its reasonable best efforts to consummate the merger. ETE sought, among other things, a declaration that it could validly terminate the Merger Agreement after June 28, 2016 in the event that Latham was unable to deliver the 721 Opinion on or prior to June 28, 2016.
After expedited discovery and a two-day trial on June 20 and 21, 2016, the Court ruled in favor of ETE and issued a declaratory judgment that ETE could terminate the merger after June 28, 2016 because of Latham’s inability to provide the required 721 Opinion. The Court also denied WMB’s requests for injunctive relief. WMB filed a notice of appeal to the Supreme Court of Delaware on June 27, 2016. The appeal is styled The Williams Companies, Inc. v. Energy Transfer Equity, L.P., No. 330, 2016.
Williams filed an amended complaint on September 16, 2016. In the amended complaint, Williams abandons its request for injunctive relief, including its request that the Court order the ETE Defendants to consummate the merger. Instead, Williams seeks a $410 million termination fee and additional damages of up to $10 billion based on the purported lost value of the merger consideration. These damages claims are based on the alleged breaches of the Merger Agreement detailed above, as well as new allegations that the ETE Defendants breached an additional representation and warranty in the Merger Agreement.
The ETE Defendants filed amended counterclaims and affirmative defenses on September 23, 2016. In the amended counterclaim, the ETE Defendants seek a $1.48 billion termination fee under the Merger Agreement and additional damages caused by Williams’ misconduct. These damages claims are based on the alleged breaches of the Merger Agreement detailed above, as well as new allegations that Williams breached the Merger Agreement by failing to disclose material information that was required to be disclosed in the Form S-4. On September 29, 2016, Williams filed a motion to dismiss the ETE Defendants’ amended counterclaims and to strike certain of the ETE Defendants’ affirmative defenses. Following briefing by the parties on Williams’ motion, the Delaware Court of Chancery held oral arguments on November 30, 2016. The parties are awaiting the Court’s decision.
On January 11, 2017, the Delaware Supreme Court held oral arguments on Williams’ appeal of the June 2016 trial. The parties are awaiting the Court’s decision.
The parties are currently engaging in discovery in connection with their amended claims and counterclaims.
Unitholder Litigation Relating to the Issuance
In April 2016, two purported ETE unitholders (the “Issuance Plaintiffs”) filed putative class action lawsuits against ETE, LE GP, Kelcy Warren, John McReynolds, Marshall McCrea, Matthew Ramsey, Ted Collins, K. Rick Turner, William Williams, Ray Davis, and Richard Brannon in the Delaware Court of Chancery. These lawsuits have been consolidated as In re Energy Transfer Equity, L.P. Unitholder Litigation, Consolidated C.A. No. 12197-VCG, in the Court of Chancery of the State of Delaware. Another purported ETE unitholder, Chester County Employees’ Retirement Fund, joined the consolidated action as an additional plaintiff of April 25, 2016.
The Issuance Plaintiffs allege that the Issuance breached various provisions of ETE’s limited partnership agreement. The Issuance Plaintiffs seek, among other things, preliminary and permanent injunctive relief that (a) prevents ETE from making distributions to the Convertible Units and (b) invalidates an amendment to ETE’s partnership agreement that was adopted on March 8, 2016 as part of the issuance of Convertible Units.
The parties engaged in discovery, and Plaintiffs’ filed a consolidated amended complaint on August 29, 2016. In addition to the injunctive relief described above, Plaintiffs seek class-wide damages allegedly resulting from the Issuance.
On September 28, 2016, Defendants and Plaintiffs filed cross-motions for partial summary judgment. The Court held a hearing on the parties’ motions on November 9, 2016 and has taken the matter under advisement.
Other Litigation and Contingencies
In November 2011, a derivative lawsuit was filed in the Judicial District Court of Harris County, Texas naming as defendants ETP, ETP GP, ETP LLC, the boards of directors of ETP LLC (collectively with ETP GP and ETP LLC, the “ETP Defendants”), certain members of management for ETP and ETE, ETE, and Southern Union. The lawsuit is styled W. J. Garrett Trust v. Bill W. Byrne, et al., Cause No. 2011-71702, in the 157th Judicial District Court of Harris County, Texas. Plaintiffs assert claims for breaches of fiduciary duty, breaches of contractual duties, and acts of bad faith against each of the ETP Defendants and the individual defendants. Plaintiffs also assert claims for aiding and abetting and tortious interference with contract against Southern Union. On October 5, 2012, certain defendants filed a motion for summary judgment with respect to the primary allegations in this action. On December 13, 2012, Plaintiffs filed their opposition to the motion for summary judgment. Defendants filed a reply on December 19, 2012. On December 20, 2012, the court conducted an oral hearing on the motion. Plaintiffs filed a post-hearing sur-reply on January 7, 2013. On January 16, 2013, the Court granted defendants’ motion for summary judgment. The parties agreed to settle the matter and executed a memorandum of understanding. On October 4, 2013, the Court approved the settlement and ordered the case dismissed with prejudice.
We or our subsidiaries are a party to various legal proceedings and/or regulatory proceedings incidental to our businesses. For each of these matters, we evaluate the merits of the case, our exposure to the matter, possible legal or settlement strategies, the likelihood of an unfavorable outcome and the availability of insurance coverage. If we determine that an unfavorable

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outcome of a particular matter is probable and can be estimated, we accrue the contingent obligation, as well as any expected insurance recoverable amounts related to the contingency. As of December 31, 20132016 and 2012,2015, accruals of approximately $46$93 million and $42$40 million, respectively, were reflected on our consolidated balance sheets related to these contingent obligations. As

new information becomes available, our estimates may change. The impact of these changes may have a significant effect on our results of operations in a single period.
The outcome of these matters cannot be predicted with certainty and there can be no assurance that the outcome of a particular matter will not result in the payment of amounts that have not been accrued for the matter. Furthermore, we may revise accrual amounts prior to resolution of a particular contingency based on changes in facts and circumstances or changes in the expected outcome. Currently, we are not able to estimate possible losses or a range of possible losses in excess of amounts accrued.
No amounts have been recorded in our December 31, 20132016 or 20122015 consolidated balance sheets for contingencies and current litigation, other than amounts disclosed herein.
Litigation Related to Incident at JJ’s Restaurant.  On February 19, 2013, there wasCompliance Orders from the New Mexico Environmental Department
Regency received a natural gas explosion at JJ’s Restaurant located at 910 W. 48th Street in Kansas City, Missouri.  EffectiveNotice of Violation from the New Mexico Environmental Department on September 1, 2013, Laclede Gas Company, a subsidiary23, 2015 for allegations of The Laclede Group, Inc. (“Laclede”), assumed any and all liability arising from this incident in ETP’s saleviolations of the assets of MGE to Laclede.
Attorney General of the Commonwealth of Massachusetts v New England Gas Company.  On July 7, 2011, the Massachusetts Attorney General (“AG”) filed a regulatory complaint with the MDPU against New England Gas Company with respect to certain environmental cost recoveries.  The AG is seeking a refund to New England Gas Company customers for alleged “excessive and imprudently incurred costs”Mexico air regulations related to legal fees associated with Southern Union’s environmental response activities.  InJal #3. The Partnership has accrued $250,000 related to the complaint, the AG requests that the MDPU initiate an investigation into the New England Gas Company’s collectionclaims and reconciliation of recoverable environmental costs including:  (i) the prudence of any and all legal fees, totaling approximately $19 million, that were charged by the Kasowitz, Benson, Torres & Friedman firm and passed through the recovery mechanism since 2005, the year when a partner in the firm, the Southern Union former Vice Chairman, President and Chief Operating Officer, joined Southern Union’s management team; (ii) the prudence of any and all legal fees that were charged by the Bishop, London & Dodds firm and passed through the recovery mechanism since 2005, the period during which a member of the firm served as Southern Union’s Chief Ethics Officer; and (iii) the propriety and allocation of certain legal fees charged that were passed through the recovery mechanism that the AG contends only qualify for a lesser, 50%, level of recovery.  Southern Union has filed its answer denying the allegations and moved to dismiss the complaint, in part on a theory of collateral estoppel.  The hearing officer has deferred consideration of Southern Union’s motion to dismiss.  The AG’s motion to be reimbursed expert and consultant costs by Southern Union of up to $150,000 was granted. By tariff, these costs are recoverable through rates charged to New England Gas Company customers. The hearing officer previously stayed discovery pending resolution of a dispute concerning the applicability of attorney-client privilege to legal billing invoices. The MDPU issued an interlocutory order on June 24, 2013 that lifted the stay, and discovery has resumed. Southern Union believes it has complied with all applicable requirements regarding its filings for cost recovery and has not recorded any accrued liability; however, Southern Union will continue to assess its potential exposure for such cost recoveriesto the allegations as the matter progresses. The Air Quality Bureau issued a Settlement Offer for Revised Notice of Violation REG-0569-1402-RI on February 7, 2017. The Settlement Agreement includes a civil penalty of $465,000. Energy Transfer and the New Mexico Environmental Department are scheduling a meeting to discuss the Settlement Offer in March 2017.
Lone Star NGL Fractionators Notice of Enforcement
Lone Star NGL Fractionators received a Notice of Enforcement from the Texas Commission on Environmental Quality on August 28, 2015 for allegations of violations of Texas air regulations related to Mont Belvieu Gas Plant. The Partnership has accrued $50,000 related to this claim as of December 31, 2016 and will continue to assess its potential exposure to the allegations as the matter progresses. As of December 31, 2016, the Agreed Order is in the approval process with the Texas Commission on Environmental Quality and includes a $21,000 Supplemental Environmental Project.
Environmental Matters
Our operations are subject to extensive federal, tribal, state and local environmental and safety laws and regulations that require expenditures to ensure compliance, including related to air emissions and wastewater discharges, at operating facilities and for remediation at current and former facilities as well as waste disposal sites. Although we believeHistorically, our environmental compliance costs have not had a material adverse effect on our results of operations are in substantial compliance with applicable environmental laws and regulations, risks of additional costs and liabilities are inherent in the business of transporting, storing, gathering, treating, compressing, blending and processing natural gas, natural gas liquids and other products. As a result,but there can be no assurance that significantsuch costs and liabilities will not be incurred.material in the future or that such future compliance with existing, amended or new legal requirements will not have a material adverse effect on our business and operating results. Costs of planning, designing, constructing and operating pipelines, plants and other facilities must incorporate compliance with environmental laws and regulations and safety standards. Failure to comply with these laws and regulations may result in the assessment of administrative, civil and criminal penalties, the imposition of investigatory, remedial and corrective action obligations, the issuance of injunctions in affected areas and the filing of federally authorized citizen suits. Contingent losses related to all significant known environmental matters have been accrued and/or separately disclosed. However, we may revise accrual amounts prior to resolution of a particular contingency based on changes in facts and circumstances or changes in the expected outcome.
Environmental exposures and liabilities are difficult to assess and estimate due to unknown factors such as the magnitude of possible contamination, the timing and extent of remediation, the determination of our liability in proportion to other parties, improvements in cleanup technologies and the extent to which environmental laws and regulations may change in the future.

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Although environmental costs may have a significant impact on the results of operations for any single period, we believe that such costs will not have a material adverse effect on our financial position.
Based on information available at this time and reviews undertaken to identify potential exposure, we believe the amount reserved for environmental matters is adequate to cover the potential exposure for cleanup costs.
Environmental Remediation
Our subsidiaries are responsible for environmental remediation at certain sites, including the following:
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.
Southern Union’s distribution operations are responsible for soil and groundwater remediation at certain sites related to manufactured gas plants (“MGPs”) and may also be responsible for the removal of old MGP structures.
Currently operating Sunoco, Inc. retail sites.
Legacy sites related to Sunoco, Inc. that are subject to environmental assessments, includeincluding 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, 2016, Sunoco, Inc. had been named as a PRP at approximately 50 identified or potentially identifiable “Superfund” sites under federal and/or comparable state law. Sunoco, Inc. is usually one of a number of companies identified as a PRP at a site. Sunoco, Inc. has reviewed the nature and extent of its involvement at each site and other relevant circumstances and, based upon Sunoco, Inc.’s purported nexus to the sites, believes that its potential liability associated with such sites will not be significant.
To the extent estimable, expected remediation costs are included in the amounts recorded for environmental matters in our consolidated balance sheets. In some circumstances, future costs cannot be reasonably estimated because remediation activities are undertaken as claims are made by customers and former customers. To the extent that an environmental remediation obligation is recorded by a subsidiary that applies regulatory accounting policies, amounts that are expected to be recoverable through tariffs or rates are recorded as regulatory assets on our consolidated balance sheets.
The table below reflects the amounts of accrued liabilities recorded in our consolidated balance sheets related to environmental matters that are considered to be probable and reasonably estimable. Currently, we are not able to estimate possible losses or a range of possible losses in excess of amounts accrued. Except for matters discussed above, we do not have any material environmental matters assessed as reasonably possible that would require disclosure in our consolidated financial statements.
 December 31,
 2016 2015
Current$37
 $42
Non-current348
 326
Total environmental liabilities$385
 $368
In 2013, we established a wholly-owned captive insurance company to bear certain risks associated with environmental obligations related to certain sites that are no longer operating. The premiums paid to the captive insurance company include estimates for environmental claims that have been incurred but not reported, based on an actuarially determined fully developed claims expense estimate. In such cases, we accrue losses attributable to unasserted claims based on the discounted estimates that are used to develop the premiums paid to the captive insurance company.
During the years ended December 31, 2016 and 2015, the Partnership recorded $43 million and $38 million, respectively, of expenditures related to environmental cleanup programs.
On December 2, 2010, Sunoco, Inc. entered an Asset Sale and Purchase Agreement to sell the Toledo Refinery to Toledo Refining Company LLC (TRC) wherein Sunoco, Inc. retained certain liabilities associated with the pre-Closing time period.  On January 2, 2013, USEPA issued a Finding of Violation (FOV) to TRC and, on September 30, 2013, EPA issued an NOV/FOV to TRC alleging Clean Air Act violations.  To date, EPA has not issued an FOV or NOV/FOV to Sunoco, Inc. directly but some of EPA’s claims relate to the time period that Sunoco, Inc. operated the refinery.  Specifically, EPA has claimed that the refinery flares were not operated in a manner consistent with good air pollution control practice for minimizing emissions and/or in conformance with their design, and that Sunoco, Inc. submitted semi-annual compliance reports in 2010 and 2011 and EPA that failed to include all of the information required by the regulations. EPA has proposed penalties in excess of $200,000 to resolve the allegations and discussions continue between the parties. The timing or outcome of this matter cannot be reasonably determined at this time, however, we do not expect there to be a material impact to its results of operations, cash flows or financial position.
Our pipeline operations are subject to regulation by the U.S. Department of Transportation under the PHMSA, pursuant to which the PHMSA has established requirements relating to the design, installation, testing, construction, operation, replacement and management of pipeline facilities. Moreover, the PHMSA, through the Office of Pipeline Safety, has promulgated a rule requiring pipeline operators to develop integrity management programs to comprehensively evaluate their pipelines, and take measures to protect pipeline segments located in what the rule refers to as “high consequence areas.” Activities under these integrity management programs involve the performance of internal pipeline inspections, pressure testing or other effective means to assess the integrity of these regulated pipeline segments, and the regulations require prompt action to address integrity issues raised by the assessment and analysis. Integrity testing and assessment of all of these assets

will continue, and the potential exists that results of such testing and assessment could cause us to incur future capital and operating expenditures for repairs or upgrades deemed necessary to ensure the continued safe and reliable operation of our pipelines; however, no estimate can be made at this time of the likely range of such expenditures.
In January 2012, Sunoco Logistics experienced a release on its products pipeline in Wellington, Ohio. In connection with this release, the PHMSA issued a Corrective Action Order under which Sunoco Logistics is obligated to follow specific requirements in the investigation of the release and the repair and reactivation of the pipeline. Sunoco Logistics also entered into an Order on Consent with the EPA regarding the environmental remediation of the release site. All requirements of the Order on Consent with the EPA have been fulfilled and the Order has been satisfied and closed. Sunoco Logistics has also received a "No Further Action" approval from the Ohio EPA for all soil and groundwater remediation requirements. In May 2016, Sunoco Logistics received a proposed penalty from the EPA and U.S. Department of Justice associated with this release, and continues to work with the involved parties to bring this matter to closure. The timing and outcome of this matter cannot be reasonably determined at this time. However, Sunoco Logistics does not expect there to be a material impact to its results of operations, cash flows or financial position.
In 2012, the EPA issued a proposed consent agreement related to the releases that occurred at Sunoco Logistics’ pump station/tank farm in Barbers Hill, Texas and pump station/tank farm located in Cromwell, Oklahoma in 2010 and 2011, respectively. These matters were referred to the DOJ by the EPA. In November 2012, Sunoco Logistics received an initial assessment of $1.4 million associated with these releases. Sunoco Logistics is in discussions with the EPA and the DOJ on this matter to resolve the issue. The timing or outcome of this matter cannot be reasonably determined at this time. Sunoco Logistics does not expect there to be a material impact to its results of operations, cash flows or financial position.
In April 2015 and October 2016, the PHMSA issued separate Notices of Probable Violation ("NOPVs") and a Proposed Compliance Order ("PCO") related to Sunoco Logistics’ West Texas Gulf pipeline in connection with repairs being carried out on the pipeline and other administrative and procedural findings. The proposed penalties are in excess of $100,000. Sunoco Logistics does not expect there to be a material impact to its results of operations, cash flows or financial position.
In April 2016, the PHMSA issued a NOPV, PCO and Proposed Civil Penalty related to certain procedures carried out during construction of Sunoco Logistics’ Permian Express 2 pipeline system in Texas.  The proposed penalties are in excess of $100,000. Sunoco Logistics does not expect there to be a material impact to its results of operations, cash flows or financial position.
In June 2016, the PHMSA issued NOPVs and a PCO in connection with alleged violations on Sunoco Logistics’ Texas crude oil pipeline system. The proposed penalties are in excess of $100,000. Sunoco Logistics does not expect there to be a material impact to its results of operations, cash flows or financial position.
In July 2016, the PHMSA issued a NOPV and PCO in connection with inspection and maintenance activities related to a 2013 incident on Sunoco Logistics' crude oil pipeline near Wortham, Texas. The proposed penalties are in excess of $100,000, and Sunoco Logistics is currently in discussions with PHMSA to resolve these matters. The timing or outcome of these matters cannot be reasonably determined at this time, however, Sunoco Logistics does not expect there to be a material impact to its results of operations, cash flows, or financial position.
Our operations are also subject to the requirements of the OSHA, and comparable state laws that regulate the protection of the health and safety of employees. In addition, OSHA’s hazardous communication standard requires that information be maintained about hazardous materials used or produced in our operations and that this information be provided to employees, state and local government authorities and citizens. We believe that our past costs for OSHA required activities, including general industry standards, record keeping requirements, and monitoring of occupational exposure to regulated substances have not had a material adverse effect on our results of operations but there is no assurance that such costs will not be material in the future.
12.DERIVATIVE ASSETS AND LIABILITIES:
Commodity Price Risk
We are exposed to market risks related to the volatility of commodity prices. To manage the impact of volatility from these prices, we utilize various exchange-traded and OTC commodity financial instrument contracts. These contracts consist primarily of futures, swaps and options and are recorded at fair value in our consolidated balance sheets.
We use futures and basis swaps, designated as fair value hedges, to hedge our natural gas inventory stored in our Bammel storage facility. At hedge inception, we lock in a margin by purchasing gas in the spot market or off peak season and entering into a financial contract. Changes in the spreads between the forward natural gas prices and the physical inventory spot price

result in unrealized gains or losses until the underlying physical gas is withdrawn and the related designated derivatives are settled. Once the gas is withdrawn and the designated derivatives are settled, the previously unrealized gains or losses associated with these positions are realized.
We use futures, swaps and options to hedge the sales price of natural gas we retain for fees in our intrastate transportation and storage operations and operational gas sales on our interstate transportation and storage operations. These contracts are not designated as hedges for accounting purposes.
We use NGL and crude derivative swap contracts to hedge forecasted sales of NGL and condensate equity volumes we retain for fees in our midstream operations whereby our subsidiaries generally gather and process natural gas on behalf of producers, sell the resulting residue gas and NGL volumes at market prices and remit to producers an agreed upon percentage of the proceeds based on an index price for the residue gas and NGL. These contracts are not designated as hedges for accounting purposes.
We use derivatives in our liquids transportation and services operations to manage our storage facilities and the purchase and sale of purity NGL. These contracts are not designated as hedges for accounting purposes.
Sunoco Logistics utilizes swaps, futures and other derivative instruments to mitigate the risk associated with market movements in the price of refined products and NGLs. These contracts are not designated as hedges for accounting purposes.
We use futures and swaps to achieve ratable pricing of crude oil purchases, to convert certain expected refined product sales to fixed or floating prices, to lock in margins for certain refined products and to lock in the price of a portion of natural gas purchases or sales and transportation costs in our retail marketing operations. These contracts are not designated as hedges for accounting purposes.
We use financial commodity derivatives to take advantage of market opportunities in our trading activities which complement our transportation and storage operations’ and are netted in cost of products sold in our consolidated statements of operations. We also have trading and marketing activities related to power and natural gas in our all other operations which are also netted in cost of products sold. As a result of our trading activities and the use of derivative financial instruments in our transportation and storage operations, the degree of earnings volatility that can occur may be significant, favorably or unfavorably, from period to period. We attempt to manage this volatility through the use of daily position and profit and loss reports provided to our risk oversight committee, which includes members of senior management, and the limits and authorizations set forth in our commodity risk management policy.

The following table details our outstanding commodity-related derivatives:
 December 31, 2016 December 31, 2015
 
Notional
Volume
 Maturity 
Notional
Volume
 Maturity
Mark-to-Market Derivatives       
(Trading)       
Natural Gas (MMBtu):       
Fixed Swaps/Futures(682,500) 2017 (602,500) 2016 - 2017
Basis Swaps IFERC/NYMEX (1)
2,242,500
 2017 (31,240,000) 2016 - 2017
Power (Megawatt):       
Forwards391,880
 2017 - 2018 357,092
 2016 - 2017
Futures109,564
 2017 - 2018 (109,791) 2016
Options — Puts(50,400) 2017 260,534
 2016
Options — Calls186,400
 2017 1,300,647
 2016
Crude (Bbls) – Futures(617,000) 2017 (591,000) 2016 - 2017
(Non-Trading)       
Natural Gas (MMBtu):       
Basis Swaps IFERC/NYMEX10,750,000
 2017 - 2018 (6,522,500) 2016 - 2017
Swing Swaps IFERC(5,662,500) 2017 71,340,000
 2016 - 2017
Fixed Swaps/Futures(52,652,500) 2017 - 2019 (14,380,000) 2016 - 2018
Forward Physical Contracts(22,492,489) 2017 21,922,484
 2016 - 2017
Natural Gas Liquid (Bbls) – Forwards/Swaps(5,786,627) 2017 (8,146,800) 2016 - 2018
Refined Products (Bbls) – Futures(3,144,000) 2017 (1,289,000) 2016 - 2017
Corn (Bushels) – Futures1,580,000
 2017 1,185,000
 2016
Fair Value Hedging Derivatives       
(Non-Trading)       
Natural Gas (MMBtu):       
Basis Swaps IFERC/NYMEX(36,370,000) 2017 (37,555,000) 2016
Fixed Swaps/Futures(36,370,000) 2017 (37,555,000) 2016
Hedged Item — Inventory36,370,000
 2017 37,555,000
 2016
(1)
Includes aggregate amounts for open positions related to Houston Ship Channel, Waha Hub, NGPL TexOk, West Louisiana Zone and Henry Hub locations.
Interest Rate Risk
We are exposed to market risk for changes in interest rates. To maintain a cost effective capital structure, we borrow funds using a mix of fixed rate debt and variable rate debt. We also manage our interest rate exposure by utilizing interest rate swaps to achieve a desired mix of fixed and variable rate debt. We also utilize forward starting interest rate swaps to lock in the rate on a portion of our anticipated debt issuances.

The following table summarizes our interest rate swaps outstanding, none of which are designated as hedges for accounting purposes:
      Notional Amount Outstanding
Entity Term 
Type(1)
 December 31,
2016
 December 31,
2015
ETP 
July 2016(2)
 Forward-starting to pay a fixed rate of 3.80% and receive a floating rate $
 $200
ETP 
July 2017(3)
 Forward-starting to pay a fixed rate of 3.90% and receive a floating rate 500
 300
ETP 
July 2018(3)
 Forward-starting to pay a fixed rate of 4.00% and receive a floating rate 200
 200
ETP 
July 2019(3)
 Forward-starting to pay a fixed rate of 3.25% and receive a floating rate 200
 200
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 terms of 10 and 30 years with a mandatory termination date the same as the effective date.
(3)
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.
Credit Risk
Credit risk refers to the risk that a counterparty may default on its contractual obligations resulting in a loss to the Partnership. Credit policies have been approved and implemented to govern the Partnership’s portfolio of counterparties with the objective of mitigating credit losses. These policies establish guidelines, controls and limits to manage credit risk within approved tolerances by mandating an appropriate evaluation of the financial condition of existing and potential counterparties, monitoring agency credit ratings, and by implementing credit practices that limit exposure according to the risk profiles of the counterparties. Furthermore, the Partnership may, at times, require collateral under certain circumstances to mitigate credit risk as necessary. The Partnership also uses industry standard commercial agreements which allow for the netting of exposures associated with transactions executed under a single commercial agreement. Additionally, we utilize master netting agreements to offset credit exposure across multiple commercial agreements with a single counterparty or affiliated group of counterparties.
The Partnership’s counterparties consist of a diverse portfolio of customers across the energy industry, including petrochemical companies, commercial and industrials, oil and gas producers, municipalities, gas and electric utilities, midstream companies, independent power generators and fuel distributors. Our overall exposure may be affected positively or negatively by macroeconomic or regulatory changes that impact our counterparties to one extent or another. Currently, management does not anticipate a material adverse effect in our financial position or results of operations as a consequence of counterparty non-performance.
The Partnership has maintenance margin deposits with certain counterparties in the OTC market, primarily independent system operators, and with clearing brokers. Payments on margin deposits are required when the value of a derivative exceeds our pre-established credit limit with the counterparty. Margin deposits are returned to us on or about the settlement date for non-exchange traded derivatives, and we exchange margin calls on a daily basis for exchange traded transactions. Since the margin calls are made daily with the exchange brokers, the fair value of the financial derivative instruments are deemed current and netted in deposits paid to vendors within other current assets in the consolidated balance sheets.
For financial instruments, failure of a counterparty to perform on a contract could result in our inability to realize amounts that have been recorded on our consolidated balance sheets and recognized in net income or other comprehensive income.

Derivative Summary
The following table provides a summary of our derivative assets and liabilities:
 Fair Value of Derivative Instruments
 Asset Derivatives Liability Derivatives
 December 31, 2016 December 31, 2015 December 31, 2016 December 31, 2015
Derivatives designated as hedging instruments:       
Commodity derivatives (margin deposits)$
 $38
 $(4) $(3)
 
 38
 (4) (3)
Derivatives not designated as hedging instruments:       
Commodity derivatives (margin deposits)338
 353
 (416) (306)
Commodity derivatives25
 63
 (58) (47)
Interest rate derivatives
 
 (193) (171)
Embedded derivatives in ETP Preferred Units
 
 (1) (5)
 363
 416
 (668) (529)
Total derivatives$363
 $454
 $(672) $(532)
The following table presents the fair value of our recognized derivative assets and liabilities on a gross basis and amounts offset on the consolidated balance sheets that are subject to enforceable master netting arrangements or similar arrangements:
    Asset Derivatives Liability Derivatives
  Balance Sheet Location December 31, 2016 December 31, 2015 December 31, 2016 December 31, 2015
Derivatives without offsetting agreements Derivative assets (liabilities) $
 $
 $(194) $(176)
Derivatives in offsetting agreements:        
OTC contracts Derivative assets (liabilities) 25
 63
 (58) (47)
Broker cleared derivative contracts Other current assets 338
 391
 (420) (309)
  363
 454
 (672) (532)
Offsetting agreements:        
Counterparty netting Derivative assets (liabilities) (4) (17) 4
 17
Payments on margin deposit Other current assets (338) (309) 338
 309
Total net derivatives $21
 $128
 $(330) $(206)
We disclose the non-exchange traded financial derivative instruments as derivative assets and liabilities on our consolidated balance sheets at fair value with amounts classified as either current or long-term depending on the anticipated settlement date.

The following tables summarize the amounts recognized with respect to our derivative financial instruments:
 
Location of
Gain/(Loss) Reclassified
from AOCI into Income
(Effective Portion)
 
Amount of Gain/(Loss) Reclassified from
AOCI into Income (Effective Portion)
 Years Ended December 31,
 2016 2015 2014
Derivatives in cash flow hedging relationships:       
Commodity derivativesCost of products sold $
 $
 $(3)
Total  $
 $
 $(3)
 
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,
 2016 2015 2014
Derivatives in fair value hedging relationships (including hedged item):       
Commodity derivativesCost of products sold $14
 $21
 $(8)
Total  $14
 $21
 $(8)
 Location of Gain/(Loss) Recognized in Income on Derivatives 
Amount of Gain/(Loss) Recognized
in Income on Derivatives
  Years Ended December 31,
  2016 2015 2014
Derivatives not designated as hedging instruments:       
Commodity derivatives – TradingCost of products sold $(35) $(11) $(6)
Commodity derivatives – Non-tradingCost of products sold (177) 15
 199
Interest rate derivativesLosses on interest rate derivatives (12) (18) (157)
Embedded derivativesOther, net 4
 12
 3
Total  $(220) $(2) $39

13.RETIREMENT BENEFITS:
Savings and Profit Sharing Plans
We and our subsidiaries sponsor defined contribution savings and profit sharing plans, which collectively cover virtually all eligible employees, including those of ETP, Sunoco LP and Lake Charles LNG. Employer matching contributions are calculated using a formula based on employee contributions. We and our subsidiaries have made matching contributions of $44 million, $40 million and $50 million to the 401(k) savings plan for the years ended December 31, 2016, 2015, and 2014, respectively.
Pension and Other Postretirement Benefit Plans
Panhandle
Postretirement benefits expense for the years ended December 31, 2016 and 2015 reflect the impact of changes Panhandle or its affiliates adopted as of September 30, 2013, to modify its retiree medical benefits program, effective January 1, 2014. The modification placed all eligible retirees on a common medical benefit platform, subject to limits on Panhandle’s annual contribution toward eligible retirees’ medical premiums. Prior to January 1, 2013, affiliates of Panhandle offered postretirement health care and life insurance benefit plans (other postretirement plans) that covered substantially all employees. Effective January 1, 2013, participation in the plan was frozen and medical benefits were no longer offered to non-union employees. Effective January 1, 2014, retiree medical benefits were no longer offered to union employees.
Sunoco, Inc.
Sunoco, Inc. sponsors a defined benefit pension plan, which was frozen for most participants on June 30, 2010. On October 31, 2014, Sunoco, Inc. terminated the plan, and paid lump sums to eligible active and terminated vested participants in December 2015.
Sunoco, Inc. also has a plan which provides health care benefits for substantially all of its current retirees. The cost to provide the postretirement benefit plan is shared by Sunoco, Inc. and its retirees. Access to postretirement medical benefits was phased out or eliminated for all employees retiring after July 1, 2010. In March, 2012, Sunoco, Inc. established a trust for its postretirement benefit liabilities. Sunoco made a tax-deductible contribution of approximately $200 million to the trust. The funding of the trust eliminated substantially all of Sunoco, Inc.’s future exposure to variances between actual results and assumptions used to estimate retiree medical plan obligations.
Obligations and Funded Status
Pension and other postretirement benefit liabilities are accrued on an actuarial basis during the years an employee provides services.

The following table contains information at the dates indicated about the obligations and funded status of pension and other postretirement plans on a combined basis:
 December 31, 2016 December 31, 2015
 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$20
 $57
 $181
 $718
 $65
 $203
Interest cost1
 2
 4
 23
 2
 4
Amendments
 
 
 
 
 
Benefits paid, net(1) (7) (21) (46) (8) (20)
Actuarial (gain) loss and other(2) (1) 2
 16
 (2) (6)
Settlements
 
 
 (691) 
 
Benefit obligation at end of period$18
 $51
 $166
 $20
 $57
 $181
            
Change in plan assets:           
Fair value of plan assets at beginning of period$15
 $
 $261
 $598
 $
 $272
Return on plan assets and other(2) 
 6
 16
 
 
Employer contributions
 
 10
 138
 
 9
Benefits paid, net(1) 
 (21) (46) 
 (20)
Settlements
 
 
 (691) 
 
Fair value of plan assets at end of period$12
 $
 $256
 $15
 $
 $261
            
Amount underfunded (overfunded) at end of period$6
 $51
 $(90) $5
 $57
 $(80)
            
Amounts recognized in the consolidated balance sheets consist of:           
Non-current assets$
 $
 $114
 $
 $
 $103
Current liabilities
 (7) (2) 
 (9) (2)
Non-current liabilities(6) (44) (23) (5) (48) (22)
 $(6) $(51) $89
 $(5) $(57) $79
            
Amounts recognized in accumulated other comprehensive loss (pre-tax basis) consist of:           
Net actuarial gain$
 $
 $(13) $2
 $4
 $(18)
Prior service cost
 
 15
 
 
 16
 $
 $
 $2
 $2
 $4
 $(2)

The following table summarizes information at the dates indicated for plans with an accumulated benefit obligation in excess of plan assets:
 December 31, 2016 December 31, 2015
 Pension Benefits   Pension Benefits  
 Funded Plans Unfunded Plans Other Postretirement Benefits Funded Plans Unfunded Plans Other Postretirement Benefits
Projected benefit obligation$18
 $51
 N/A
 $20
 $57
 N/A
Accumulated benefit obligation18
 51
 $166
 20
 57
 $181
Fair value of plan assets12
 
 256
 15
 
 261
Components of Net Periodic Benefit Cost
 December 31, 2016 December 31, 2015
 Pension Benefits Other Postretirement Benefits Pension Benefits Other Postretirement Benefits
Net Periodic Benefit Cost:       
Interest cost$3
 $4
 $25
 $4
Expected return on plan assets(1) (8) (16) (8)
Prior service cost amortization
 1
 
 1
Actuarial loss amortization
 
 
 
Settlements
 
 32
 
Net periodic benefit cost$2
 $(3) $41
 $(3)
Assumptions
The weighted-average assumptions used in determining benefit obligations at the dates indicated are shown in the table below:
 December 31, 2016 December 31, 2015
 Pension Benefits Other Postretirement Benefits Pension Benefits Other Postretirement Benefits
Discount rate3.65% 2.34% 3.59% 2.38%
Rate of compensation increaseN/A
 N/A
 N/A
 N/A
The weighted-average assumptions used in determining net periodic benefit cost for the periods presented are shown in the table below:
 December 31, 2016 December 31, 2015
 Pension Benefits Other Postretirement Benefits Pension Benefits Other Postretirement Benefits
Discount rate3.60% 3.06% 3.65% 2.79%
Expected return on assets:       
Tax exempt accounts3.50% 7.00% 7.50% 7.00%
Taxable accountsN/A
 4.50% N/A
 4.50%
Rate of compensation increaseN/A
 N/A
 N/A
 N/A

The long-term expected rate of return on plan assets was estimated based on a variety of factors including the historical investment return achieved over a long-term period, the targeted allocation of plan assets and expectations concerning future returns in the marketplace for both equity and fixed income securities. Current market factors such as inflation and interest rates are evaluated before long-term market assumptions are determined. Peer data and historical returns are reviewed to ensure reasonableness and appropriateness.
The assumed health care cost trend rates used to measure the expected cost of benefits covered by Panhandle’s and Sunoco, Inc.’s other postretirement benefit plans are shown in the table below:
 December 31,
 2016 2015
Health care cost trend rate6.73% 7.16%
Rate to which the cost trend is assumed to decline (the ultimate trend rate)4.96% 5.39%
Year that the rate reaches the ultimate trend rate2021
 2018
Changes in the health care cost trend rate assumptions are not expected to have a significant impact on postretirement benefits.
Plan Assets
For the Panhandle plans, the overall investment strategy is to maintain an appropriate balance of actively managed investments with the objective of optimizing longer-term returns while maintaining a high standard of portfolio quality and achieving proper diversification.  To achieve diversity within its other postretirement plan asset portfolio, Panhandle has targeted the following asset allocations: equity of 25% to 35%, fixed income of 65% to 75% and cash and cash equivalents of up to 10%.  
The investment strategy of Sunoco, Inc. funded defined benefit plans is to achieve consistent positive returns, after adjusting for inflation, and to maximize long-term total return within prudent levels of risk through a combination of income and capital appreciation. The objective of this strategy is to reduce the volatility of investment returns and maintain a sufficient funded status of the plans. In anticipation of the pension plan termination, Sunoco, Inc. targeted the asset allocations to a more stable position by investing in growth assets and liability hedging assets.
The fair value of the pension plan assets by asset category at the dates indicated is as follows:
    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, 2015
  Fair Value Total Level 1 Level 2 Level 3
Asset Category:        
Mutual funds (1)
 $15
 $
 $15
 $
Total $15
 $
 $15
 $
(1)
Comprised of 100% equities as of December 31, 2015.
The fair value of the other postretirement plan assets by asset category at the dates indicated is as follows:

    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.
    Fair Value Measurements at December 31, 2015
  Fair Value Total Level 1 Level 2 Level 3
Asset Category:        
Cash and Cash Equivalents $18
 $18
 $
 $
Mutual funds (1)
 141
 141
 
 
Fixed income securities 102
 
 102
 
Total $261
 $159
 $102
 $
(1)
Primarily comprised of approximately 56% equities, 33% fixed income securities and 11% cash as of December 31, 2015.
The Level 1 plan assets are valued based on active market quotes.  The Level 2 plan assets are valued based on the net asset value per share (or its equivalent) of the investments, which was not determinable through publicly published sources but was calculated consistent with authoritative accounting guidelines.  
Contributions
We expect to contribute $12 million to pension plans and $10 million to other postretirement plans in 2017.  The cost of the plans are funded in accordance with federal regulations, not to exceed the amounts deductible for income tax purposes.
Benefit Payments
Panhandle’s and Sunoco, Inc.’s estimate of expected benefit payments, which reflect expected future service, as appropriate, in each of the next five years and in the aggregate for the five years thereafter are shown in the table below:
  Pension Benefits  
Years Funded Plans Unfunded Plans Other Postretirement Benefits (Gross, Before Medicare Part D)
2017 $1
 $7
 $26
2018 1
 7
 25
2019 1
 6
 23
2020 1
 6
 22
2021 1
 5
 19
2022 – 2026 6
 17
 39
The Medicare Prescription Drug Act provides for a prescription drug benefit under Medicare (“Medicare Part D”) as well as a federal subsidy to sponsors of retiree health care benefit plans that provide a prescription drug benefit that is at least actuarially equivalent to Medicare Part D.
Panhandle does not expect to receive any Medicare Part D subsidies in any future periods.

14.RELATED PARTY TRANSACTIONS:
The Parent Company has agreements with subsidiaries to provide or receive various general and administrative services. The Parent Company pays ETP to provide services on its behalf and the behalf of other subsidiaries of the Parent Company. The Parent Company receives management fees from certain of its subsidiaries, which include the reimbursement of various general and administrative services for expenses incurred by ETP on behalf of those subsidiaries. All such amounts have been eliminated in our consolidated financial statements.
In the ordinary course of business, our subsidiaries have related party transactions between each other which are generally based on transactions made at market-related rates. Our consolidated revenues and expenses reflect the elimination of all material intercompany transactions (see Note 15).
In addition, subsidiaries of ETE recorded sales with affiliates of $221 million, $290 million and $965 million during the years ended December 31, 2016, 2015 and 2014, respectively.
15.REPORTABLE SEGMENTS:
Subsequent to ETE’s acquisition of a controlling interest in Sunoco LP, our financial statements reflect the following reportable business 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.
ETP completed its acquisition of Regency in April 2015; therefore, the Investment in ETP segment amounts have been retrospectively adjusted to reflect Regency for the periods presented.
The Investment in Sunoco LP segment reflects the results of Sunoco LP beginning August 29, 2014, the date that ETP originally obtained control of Sunoco LP. ETE’s consolidated results reflect the elimination of 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. In addition, subsequent to July 2015, ETP holds an equity method investment in Sunoco, LLC, and a continuing investment in Sunoco LP the equity in earnings from which is also eliminated in ETE’s consolidated financial statements.
We define Segment Adjusted EBITDA as earnings before interest, taxes, depreciation, depletion, amortization and other non-cash items, such as non-cash compensation expense, gains and losses on disposals of assets, the allowance for equity funds used during construction, unrealized gains and losses on commodity risk management activities, non-cash impairment charges, losses on extinguishments of debt and other non-operating income or expense items. Unrealized gains and losses on commodity risk management activities include unrealized gains and losses on commodity derivatives and inventory fair value adjustments (excluding lower of cost or market adjustments). Segment Adjusted EBITDA reflects amounts for unconsolidated affiliates based on the Partnership’s proportionate ownership.
Based on the change in our reportable segments we have recast the presentation of our segment results for the prior years to be consistent with the current year presentation.
Eliminations in the tables below include the following:
ETP’s Segment Adjusted EBITDA reflected the results of Lake Charles LNG prior to the Lake Charles LNG Transaction, which was effective January 1, 2014. The Investment in Lake Charles LNG segment reflected the results of operations of Lake Charles LNG for all periods presented. Consequently, the results of operations of Lake Charles LNG were reflected in two segments for the year ended December 31, 2013. Therefore, the results of Lake Charles LNG were included in eliminations for 2013.
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,
 2016 2015 2014
Revenues:     
Investment in ETP:     
Revenues from external customers$21,618
 $34,156
 $55,475
Intersegment revenues209
 136
 
 21,827
 34,292
 55,475
Investment in Sunoco LP:     
Revenues from external customers15,689
 18,449
 7,343
Intersegment revenues9
 11
 
 15,698
 18,460
 7,343
Investment in Lake Charles LNG:     
Revenues from external customers197
 216
 216
 

 

 

Adjustments and Eliminations:(218) (10,842) (7,343)
Total revenues$37,504
 $42,126
 $55,691
      
Costs of products sold:     
Investment in ETP$15,394
 $27,029
 $48,414
Investment in Sunoco LP13,479
 16,476
 6,767
Adjustments and Eliminations(217) (9,496) (6,767)
Total costs of products sold$28,656
 $34,009
 $48,414
      
Depreciation, depletion and amortization:     
Investment in ETP$1,986
 $1,929
 $1,669
Investment in Sunoco LP319
 278
 86
Investment in Lake Charles LNG39
 39
 39
Corporate and Other15
 17
 16
Adjustments and Eliminations
 (184) (86)
Total depreciation, depletion and amortization$2,359
 $2,079
 $1,724
 Years Ended December 31,
 2016 2015 2014
Equity in earnings of unconsolidated affiliates:     
Investment in ETP$336
 $469
 $332
Adjustments and Eliminations(66) (193) 
Total equity in earnings of unconsolidated affiliates$270
 $276
 $332

 Years Ended December 31,
 2016 2015 2014
Segment Adjusted EBITDA:     
Investment in ETP$5,605
 $5,714
 $5,710
Investment in Sunoco LP665
 719
 332
Investment in Lake Charles LNG179
 196
 195
Corporate and Other(170) (104) (97)
Adjustments and Eliminations(272) (590) (300)
Total Segment Adjusted EBITDA6,007
 5,935
 5,840
Depreciation, depletion and amortization(2,359) (2,079) (1,724)
Interest expense, net of interest capitalized(1,832) (1,643) (1,369)
Gains on acquisitions83
 
 
Gain on sale of AmeriGas common units
 
 177
Impairment of investment in affiliate(308) 
 
Impairment losses(1,487) (339) (370)
Losses on interest rate derivatives(12) (18) (157)
Non-cash unit-based compensation expense(70) (91) (82)
Unrealized gains (losses) on commodity risk management activities(136) (65) 116
Losses on extinguishments of debt
 (43) (25)
Inventory valuation adjustments273
 (249) (473)
Adjusted EBITDA related to discontinued operations
 
 (27)
Adjusted EBITDA related to unconsolidated affiliates(675) (713) (748)
Equity in earnings of unconsolidated affiliates270
 276
 332
Other, net70
 22
 (73)
Income from continuing operations before income tax expense$(176) $993
 $1,417
 December 31,
 2016 2015 2014
Total assets:     
Investment in ETP$70,191
 $65,173
 $62,518
Investment in Sunoco LP8,701
 8,842
 8,773
Investment in Lake Charles LNG1,508
 1,369
 1,210
Corporate and Other711
 638
 1,119
Adjustments and Eliminations(2,100) (4,833) (9,341)
Total$79,011
 $71,189
 $64,279
 Years Ended December 31,
 2016 2015 2014
Additions to property, plant and equipment, net of contributions in aid of construction costs (accrual basis):     
Investment in ETP$5,810
 $8,167
 $5,494
Investment in Sunoco LP439
 491
 154
Investment in Lake Charles LNG
 1
 1
Adjustments and Eliminations
 (123) (90)
Total$6,249
 $8,536
 $5,559

 December 31,
 2016 2015 2014
Advances to and investments in affiliates:     
Investment in ETP$4,280
 $5,003
 $3,760
Adjustments and Eliminations(1,240) (1,541) (101)
Total$3,040
 $3,462
 $3,659
The following tables provide revenues, grouped by similar products and services, for our reportable segments. These amounts include intersegment revenues for transactions between ETP and Sunoco LP.
Investment in ETP
 Years Ended December 31,
 2016 2015 2014
Intrastate Transportation and Storage$2,155
 $1,912
 $2,645
Interstate Transportation and Storage946
 1,008
 1,057
Midstream2,342
 2,607
 4,770
Liquids Transportation and Services4,498
 3,247
 3,730
Investment in Sunoco Logistics9,015
 10,302
 17,920
All Other2,871
 15,216
 25,353
Total revenues21,827
 34,292
 55,475
Less: Intersegment revenues209
 136
 
Revenues from external customers$21,618
 $34,156
 $55,475
Investment in Sunoco LP
 Years Ended December 31,
 2016 2015 2014
Retail operations$7,703
 $8,256
 $3,095
Wholesale operations7,995
 10,204
 4,248
Total revenues15,698
 18,460
 7,343
Less: Intersegment revenues9
 11
 
Revenues from external customers$15,689
 $18,449
 $7,343
Investment in Lake Charles LNG
Lake Charles LNG’s revenues of $197 million, $216 million and $216 million for the years ended December 31, 2016, 2015 and 2014, respectively, were related to LNG terminalling.

16.QUARTERLY FINANCIAL DATA (UNAUDITED):
Summarized unaudited quarterly financial data is presented below. Earnings per unit are computed on a stand-alone basis for each quarter and total year.
 Quarters Ended  
 March 31 June 30 September 30 December 31 Total Year
2016:         
Revenues$7,682
 $9,344
 $9,675
 $10,803
 $37,504
Operating income (loss)701
 827
 697
 (726) 1,499
Net income (loss)336
 424
 41
 (760) 41
Limited Partners’ interest in net income311
 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
 Quarters Ended  
 March 31 June 30 September 30 December 31 Total Year
2015:         
Revenues$10,380
 $11,594
 $10,616
 $9,536
 $42,126
Operating income617
 896
 650
 236
 2,399
Net income (loss)221
 772
 238
 (138) 1,093
Limited Partners’ interest in net income282
 298
 291
 312
 1,183
Basic net income per limited partner unit$0.26
 $0.28
 $0.28
 $0.30
 $1.11
Diluted net income per limited partner unit$0.26
 $0.28
 $0.28
 $0.30
 $1.11
The three months ended December 31, 2016 and 2015 reflected the unfavorable impacts of $130 million and $120 million, respectively, related to non-cash inventory valuation adjustments primarily in ETP’s investment in Sunoco Logistics and retail marketing operations and our investment in Sunoco LP. The three months ended December 31, 2016 and 2015 reflected the recognition of impairment losses of $1.49 billion and $339 million, respectively. Impairment losses in 2016 were primarily related to our interstate operations, midstream midcontinent operations and retail operations. In 2015, impairment losses were primarily related to Lone Star Refinery Services operations and our Transwestern pipeline. The three months ended September 30, 2016 reflected the recognition of a non-cash impairment of our investment in MEP of $308 million in our interstate transportation and storage operations.

17.SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION:
Following are the financial statements of the Parent Company, which are included to provide additional information with respect to the Parent Company’s financial position, results of operations and cash flows on a stand-alone basis:
BALANCE SHEETS
 December 31,
 2016 2015
ASSETS   
CURRENT ASSETS:   
Cash and cash equivalents$2
 $1
Accounts receivable from related companies55
 34
Total current assets57
 35
PROPERTY, PLANT AND EQUIPMENT, net36
 20
ADVANCES TO AND INVESTMENTS IN UNCONSOLIDATED AFFILIATES5,088
 5,764
INTANGIBLE ASSETS, net1
 6
GOODWILL9
 9
OTHER NON-CURRENT ASSETS, net10
 10
Total assets$5,201
 $5,844
LIABILITIES AND PARTNERS’ CAPITAL   
CURRENT LIABILITIES:   
Accounts payable$1
 $
Accounts payable to related companies22
 111
Interest payable66
 66
Accrued and other current liabilities3
 1
Total current liabilities92
 178
LONG-TERM DEBT, less current maturities6,358
 6,332
NOTE PAYABLE TO AFFILIATE443
 265
OTHER NON-CURRENT LIABILITIES2
 1
    
COMMITMENTS AND CONTINGENCIES
 
    
PARTNERS’ DEFICIT:   
General Partner(3) (2)
Limited Partners:   
Common Unitholders (1,046,947,157 and 1,044,767,336 units authorized, issued and outstanding as of December 31, 2016 and 2015, respectively)(1,871) (952)
Class D Units (2,156,000 units authorized, issued and outstanding as of December 31, 2015)
 22
Series A Convertible Preferred Units (329,295,770 units authorized, issued and outstanding as of December 31, 2016)180
 
Total partners’ deficit(1,694) (932)
Total liabilities and partners’ deficit$5,201
 $5,844


STATEMENTS OF OPERATIONS
 Years Ended December 31,
 2016 2015 2014
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES$(185) $(112) $(111)
OTHER INCOME (EXPENSE):     
Interest expense, net of interest capitalized(327) (294) (205)
Equity in earnings of unconsolidated affiliates1,511
 1,601
 955
Other, net(4) (5) (5)
INCOME BEFORE INCOME TAXES995
 1,190
 634
Income tax expense
 1
 1
NET INCOME995
 1,189
 633
General Partner’s interest in net income3
 3
 2
Convertible Unitholders’ interest in income9
 
 
Class D Unitholder’s interest in net income
 3
 2
Limited Partners’ interest in net income$983
 $1,183
 $629


STATEMENTS OF CASH FLOWS
 Years Ended December 31,
 2016 2015 2014
NET CASH FLOWS PROVIDED BY OPERATING ACTIVITIES$918
 $1,103
 $816
CASH FLOWS FROM INVESTING ACTIVITIES:     
Cash paid for Bakken Pipeline Transaction
 (817) 
Contributions to unconsolidated affiliates(70) 
 (118)
Capital expenditures(16) (19) 
Purchase of additional interest in Regency
 
 (800)
Net cash used in investing activities(86) (836) (918)
CASH FLOWS FROM FINANCING ACTIVITIES:     
Proceeds from borrowings225
 3,672
 3,020
Principal payments on debt(210) (1,985) (1,142)
Distributions to partners(1,022) (1,090) (821)
Proceeds from affiliate176
 210
 54
Units repurchased under buyback program
 (1,064) (1,000)
Debt issuance costs
 (11) (15)
Net cash provided by (used in) financing activities(831) (268) 96
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS1
 (1) (6)
CASH AND CASH EQUIVALENTS, beginning of period1
 2
 8
CASH AND CASH EQUIVALENTS, end of period$2
 $1
 $2


ENERGY TRANSFER EQUITY, L.P. AND SUBSIDIARIES

INDEX TO FINANCIAL STATEMENTS
OF CERTAIN SUBSIDIARIES INCLUDED PURSUANT
TO RULE 3-16 OF REGULATION S-X
Page
1. Energy Transfer Partners, L.P. Financial StatementsS - 2


1.ENERGY TRANSFER PARTNERS, L.P. FINANCIAL STATEMENTS


INDEX TO FINANCIAL STATEMENTS
Page
Report of Independent Registered Public Accounting FirmS - 3
Consolidated Balance Sheets – December 31, 2016 and 2015S - 4
Consolidated Statements of Operations – Years Ended December 31, 2016, 2015 and 2014S - 6
Consolidated Statements of Comprehensive Income – Years Ended December 31, 2016, 2015 and 2014S - 7
Consolidated Statements of Equity – Years Ended December 31, 2016, 2015 and 2014S - 8
Consolidated Statements of Cash Flows – Years Ended December 31, 2016, 2015 and 2014S - 10
Notes to Consolidated Financial StatementsS - 12

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Partners
Energy Transfer Partners, L.P.
We have audited the accompanying consolidated balance sheets of Energy Transfer Partners, L.P. (a Delaware limited partnership) and subsidiaries (the “Partnership”) as of December 31, 2016 and 2015, and the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2016. These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Energy Transfer Partners, L.P. and subsidiaries as of December 31, 2016 and 2015, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2016 in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Partnership’s internal control over financial reporting as of December 31, 2016, based on criteria established in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 24, 2017 (not separately included herein) expressed an unqualified opinion thereon.
/s/ GRANT THORNTON LLP
Dallas, Texas
February 24, 2017


ENERGY TRANSFER PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in millions)
 December 31,
 2016 2015
ASSETS   
Current assets:   
Cash and cash equivalents$360
 $527
Accounts receivable, net3,002
 2,118
Accounts receivable from related companies209
 268
Inventories1,712
 1,213
Derivative assets20
 40
Other current assets426
 532
Total current assets5,729
 4,698
    
Property, plant and equipment58,220
 50,869
Accumulated depreciation and depletion(7,303) (5,782)
 50,917
 45,087
    
Advances to and investments in unconsolidated affiliates4,280
 5,003
Other non-current assets, net672
 536
Intangible assets, net4,696
 4,421
Goodwill3,897
 5,428
Total assets$70,191
 $65,173

ENERGY TRANSFER PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in millions)
 December 31,
 2016 2015
LIABILITIES AND EQUITY   
Current liabilities:   
Accounts payable$2,900
 $1,859
Accounts payable to related companies43
 25
Derivative liabilities166
 63
Accrued and other current liabilities1,905
 2,048
Current maturities of long-term debt1,189
 126
Total current liabilities6,203
 4,121
    
Long-term debt, less current maturities31,741
 28,553
Long-term notes payable – related company250
 233
Non-current derivative liabilities76
 137
Deferred income taxes4,394
 4,082
Other non-current liabilities952
 968
    
Commitments and contingencies   
Series A Preferred Units33
 33
Redeemable noncontrolling interests15
 15
    
Equity:   
General Partner206
 306
Limited Partners:   
Common Unitholders (529,869,235 and 505,645,703 units authorized, issued and outstanding as of December 31, 2016 and 2015, respectively)14,946
 17,043
Class E Unitholders (8,853,832 units authorized, issued and outstanding – held by subsidiary)
 
Class G Unitholders (90,706,000 units authorized, issued and outstanding – held by subsidiary)
 
Class H Unitholders (81,001,069 units authorized, issued and outstanding as of December 31, 2016 and 2015)3,480
 3,469
Class I Unitholders (100 units authorized, issued and outstanding)2
 14
Class K Unitholders (101,525,429 and 0 units authorized, issued and outstanding as of December 31, 2016 and 2015, respectively – held by subsidiary)
 
Accumulated other comprehensive income8
 4
Total partners’ capital18,642
 20,836
Noncontrolling interest7,885
 6,195
Total equity26,527
 27,031
Total liabilities and equity$70,191
 $65,173

ENERGY TRANSFER PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in millions, except per unit data)
 Years Ended December 31,
 2016 2015 2014
REVENUES:     
Natural gas sales$3,619
 $3,671
 $5,386
NGL sales4,841
 3,936
 5,845
Crude sales6,766
 8,378
 16,416
Gathering, transportation and other fees4,003
 3,997
 3,517
Refined product sales (see Note 3)1,047
 9,958
 19,437
Other (see Note 3)1,551
 4,352
 4,874
Total revenues21,827
 34,292
 55,475
COSTS AND EXPENSES:     
Cost of products sold (see Note 3)15,394
 27,029
 48,414
Operating expenses (see Note 3)1,484
 2,261
 2,059
Depreciation, depletion and amortization1,986
 1,929
 1,669
Selling, general and administrative (see Note 3)348
 475
 520
Impairment losses813
 339
 370
Total costs and expenses20,025
 32,033
 53,032
OPERATING INCOME1,802
 2,259
 2,443
OTHER INCOME (EXPENSE):     
Interest expense, net(1,317) (1,291) (1,165)
Equity in earnings from unconsolidated affiliates59
 469
 332
Impairment of investment in an unconsolidated affiliate(308) 
 
Gains on acquisitions83
 
 
Gain on sale of AmeriGas common units
 
 177
Losses on extinguishments of debt
 (43) (25)
Losses on interest rate derivatives(12) (18) (157)
Other, net131
 22
 (12)
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAX EXPENSE (BENEFIT)438
 1,398
 1,593
Income tax expense (benefit) from continuing operations(186) (123) 358
INCOME FROM CONTINUING OPERATIONS624
 1,521
 1,235
Income from discontinued operations
 
 64
NET INCOME624
 1,521
 1,299
Less: Net income attributable to noncontrolling interest327
 157
 116
Less: Net loss attributable to predecessor
 (34) (153)
NET INCOME ATTRIBUTABLE TO PARTNERS297
 1,398
 1,336
General Partner’s interest in net income948
 1,064
 513
Class H Unitholder’s interest in net income351
 258
 217
Class I Unitholder’s interest in net income8
 94
 
Common Unitholders’ interest in net income (loss)$(1,010) $(18) $606
INCOME (LOSS) FROM CONTINUING OPERATIONS PER COMMON UNIT:     
Basic$(2.06) $(0.09) $1.58
Diluted$(2.06) $(0.10) $1.58
NET INCOME (LOSS) PER COMMON UNIT:     
Basic$(2.06) $(0.09) $1.77
Diluted$(2.06) $(0.10) $1.77

ENERGY TRANSFER PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in millions)
 Years Ended December 31,
 2016 2015 2014
Net income$624
 $1,521
 $1,299
Other comprehensive income (loss), net of tax:     
Reclassification to earnings of gains and losses on derivative instruments accounted for as cash flow hedges
 
 3
Change in value of available-for-sale securities2
 (3) 1
Actuarial gain (loss) relating to pension and other postretirement benefits(1) 65
 (113)
Foreign currency translation adjustment(1) (1) (2)
Change in other comprehensive income from unconsolidated affiliates4
 (1) (6)
 4
 60
 (117)
Comprehensive income628
 1,581
 1,182
Less: Comprehensive income attributable to noncontrolling interest327
 157
 116
Less: Comprehensive loss attributable to predecessor
 (34) (153)
Comprehensive income attributable to partners$301
 $1,458
 $1,219

ENERGY TRANSFER PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
(Dollars in millions)
   Limited Partners        
 
General
Partner
 
Common
Unitholders
 Class H Units Class I Units 
Accumulated
Other
Comprehensive
Income (Loss)
 
Noncontrolling
Interest
 Predecessor Equity Total
Balance, December 31, 2013$171
 $9,797
 $1,511
 $
 $61
 $3,780
 $3,374
 $18,694
Distributions to partners(500) (1,252) (212) 
 
 
 
 (1,964)
Distributions to noncontrolling interest
 
 
 
 
 (241) 
 (241)
Units issued for cash
 1,382
 
 
 
 
 
 1,382
Subsidiary units issued for cash1
 174
 
 
 
 1,069
 
 1,244
Capital contributions from noncontrolling interest
 
 
 
 
 67
 
 67
Lake Charles LNG Transaction
 (1,167) 
 
 
 
 
 (1,167)
Susser Merger
 908
 
 
 
 626
 
 1,534
Sunoco Logistics acquisition of a noncontrolling interest(1) (79) 
 
 
 (245) 
 (325)
Predecessor distributions to partners
 
 
 
 
 
 (645) (645)
Predecessor units issued for cash
 
 
 
 
 
 1,227
 1,227
Predecessor equity issued for acquisitions, net of cash received
 
 
 
 
 
 4,281
 4,281
Other comprehensive loss, net of tax
 
 
 
 (117) 
 
 (117)
Other, net
 61
 (4) 
 
 (19) 4
 42
Net income (loss)513
 606
 217
 
 
 116
 (153) 1,299
Balance, December 31, 2014184
 10,430
 1,512
 
 (56) 5,153
 8,088
 25,311
Distributions to partners(944) (1,863) (247) (80) 
 
 
 (3,134)
Distributions to noncontrolling interest
 
 
 
 
 (338) 
 (338)
Units issued for cash
 1,428
 
 
 
 
 
 1,428
Subsidiary units issued for cash2
 298
 
 
 
 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)1,064
 (18) 258
 94
 
 157
 (34) 1,521
Balance, December 31, 2015$306
 $17,043
 $3,469
 $14
 $4
 $6,195
 $
 $27,031
Distributions to partners(1,048) (2,134) (340) (20) 
 
 
 (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)948
 (1,010) 351
 8
 
 327
 
 624
Balance, December 31, 2016$206
 $14,946
 $3,480
 $2
 $8
 $7,885
 $
 $26,527

ENERGY TRANSFER PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in millions)
 Years Ended December 31,
 2016 2015 2014
OPERATING ACTIVITIES:     
Net income$624
 $1,521
 $1,299
Reconciliation of net income to net cash provided by operating activities:     
Depreciation, depletion and amortization1,986
 1,929
 1,669
Deferred income taxes(169) 202
 (49)
Amortization included in interest expense(20) (36) (60)
Inventory valuation adjustments(170) 104
 473
Unit-based compensation expense80
 79
 68
Impairment losses813
 339
 370
Gains on acquisitions(83) 
 
Gain on sale of AmeriGas common units
 
 (177)
Losses on extinguishments of debt
 43
 25
Impairment of investment in an unconsolidated affiliate308
 
 
Distributions on unvested awards(25) (16) (16)
Equity in earnings of unconsolidated affiliates(59) (469) (332)
Distributions from unconsolidated affiliates406
 440
 291
Other non-cash(271) (22) (72)
Net change in operating assets and liabilities, net of effects of acquisitions and deconsolidations(117) (1,367) (320)
Net cash provided by operating activities3,303
 2,747
 3,169
INVESTING ACTIVITIES:     
Proceeds from the Sunoco, Inc. retail business to Sunoco LP transaction2,200
 
 
Proceeds from Bakken Pipeline Transaction
 980
 
Proceeds from Susser Exchange Transaction
 967
 
Proceeds from sale of noncontrolling interest
 64
 
Proceeds from the sale of AmeriGas common units
 
 814
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) (325)
Cash paid for Susser Merger, net of cash received
 
 (808)
Cash paid for predecessor acquisitions, net of cash received
 
 (762)
Cash paid for all other acquisitions(159) (675) (472)
Capital expenditures, excluding allowance for equity funds used during construction(7,550) (9,098) (5,213)
Contributions in aid of construction costs71
 80
 45
Contributions to unconsolidated affiliates(59) (45) (399)
Distributions from unconsolidated affiliates in excess of cumulative earnings135
 124
 136
Proceeds from sale of discontinued operations
 
 77
Proceeds from the sale of assets25
 23
 61
Change in restricted cash14
 19
 172
Other1
 (16) (18)
Net cash used in investing activities(6,390) (7,820) (6,692)
      

FINANCING ACTIVITIES:     
Proceeds from borrowings19,916
 22,462
 15,354
Repayments of long-term debt(15,799) (17,843) (12,702)
Proceeds from affiliate notes4,997
 233
 
Repayments on affiliate notes(4,873) 
 
Units issued for cash1,098
 1,428
 1,382
Subsidiary units issued for cash1,388
 1,519
 1,244
Predecessor units issued for cash
 34
 1,227
Capital contributions from noncontrolling interest236
 841
 67
Distributions to partners(3,542) (3,134) (1,964)
Predecessor distributions to partners
 (202) (645)
Distributions to noncontrolling interest(481) (338) (241)
Debt issuance costs(22) (63) (63)
Other2
 
 (41)
Net cash provided by financing activities2,920
 4,937
 3,618
Increase (decrease) in cash and cash equivalents(167) (136) 95
Cash and cash equivalents, beginning of period527
 663
 568
Cash and cash equivalents, end of period$360
 $527
 $663


ENERGY TRANSFER PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollar and unit amounts, except per unit data, are in millions)
1.OPERATIONS AND BASIS OF PRESENTATION:
Organization. The consolidated financial statements presented herein contain the results of Energy Transfer Partners, L.P. and its subsidiaries (the “Partnership,” “we,” “us,” “our” or “ETP”). The Partnership is managed by our general partner, ETP GP, which is in turn managed by its general partner, ETP LLC. ETE, a publicly traded master limited partnership, owns ETP LLC, the general partner of our General Partner.
The Partnership is engaged in 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.
The Partnership is engaged in 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.
The Partnership owns and operates interstate pipelines, either directly or through equity method investments, that transport natural gas to various markets in the United States.
The Partnership owns a controlling interest in Sunoco Logistics, a publicly traded Delaware limited partnership that owns and operates a logistics business, consisting of crude oil, NGL and refined products pipelines.
The Partnership owns a controlling interest in PennTex, a publicly traded Delaware limited partnership that provides natural gas gathering and processing and residue gas and natural gas liquids transportation services to producers.
Basis of Presentation. The consolidated financial statements of the Partnership have been prepared in accordance with GAAP and include the accounts of all controlled subsidiaries after the elimination of all intercompany accounts and transactions. Certain prior year amounts have been conformed to the current year presentation. These reclassifications had no impact on net income or total equity. Management evaluated subsequent events through the date the financial statements were issued.
The Partnership owns varying undivided interests in certain pipelines. Ownership of these pipelines has been structured as an ownership of an undivided interest in assets, not as an ownership interest in a partnership, limited liability company, joint venture or other forms of entities. Each owner controls marketing and invoices separately, and each owner is responsible for any loss, damage or injury that may occur to their own customers. As a result, these undivided interests are consolidated proportionately.
2.ESTIMATES, SIGNIFICANT ACCOUNTING POLICIES AND BALANCE SHEET DETAIL:
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the accrual for and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
The natural gas industry conducts its business by processing actual transactions at the end of the month following the month of delivery. Consequently, the most current month’s financial results for the midstream, NGL and intrastate transportation and storage operations are estimated using volume estimates and market prices. Any differences between estimated results and actual results are recognized in the following month’s financial statements. Management believes that the estimated operating results represent the actual results in all material respects.
Some of the other significant estimates made by management include, but are not limited to, the timing of certain forecasted transactions that are hedged, the fair value of derivative instruments, useful lives for depreciation and amortization, purchase accounting allocations and subsequent realizability of intangible assets, fair value measurements used in the goodwill impairment test, market value of inventory, assets and liabilities resulting from the regulated ratemaking process, contingency reserves and environmental reserves. Actual results could differ from those estimates.
New Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-09, Revenuefrom Contracts with Customers (Topic 606) (“ASU 2014-09”), which clarifies the principles for recognizing revenue based

on the core principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
In August 2015, the FASB deferred the effective date of ASU 2014-09, which is now effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catchup transition method). The Partnership expects to adopt ASU 2014-09 in the first quarter of 2018 and will apply the cumulative catchup transition method.
We are in the process of evaluating our revenue contracts by segment and fee type to determine the potential impact of adopting the new standards. At this point in our evaluation process, we have determined that the timing and/or amount of revenue that we recognize on certain contracts may be impacted by the adoption of the new standard; however, we are still in the process of quantifying these impacts and cannot say whether or not they would be material to our financial statements. In addition, we are in the process of implementing appropriate changes to our business processes, systems and controls to support recognition and disclosure under the new standard. We continue to monitor additional authoritative or interpretive guidance related to the new standard as it becomes available, as well as comparing our conclusions on specific interpretative issues to other peers in our industry, to the extent that such information is available to us.
In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), which establishes the principles that lessees and lessors shall apply to report useful information to users of financial statements about the amount, timing, and uncertainty of cash flows arising from a lease. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The Partnership is currently evaluating the impact that adopting this new standard will have on the consolidated financial statements and related disclosures.
On January 1, 2017, the Partnership adopted Accounting Standards Update No. 2016-09, Stock Compensation (Topic 718) (“ASU 2016-09”). The objective of the update is to reduce complexity in accounting standards. The areas for simplification in this update involve several aspects of the accounting for employee share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The adoption of this standard did not have a material impact on the Partnership’s consolidated financial statements and related disclosures.
In October 2016, the FASB issued Accounting Standards Update No. 2016-16, Income Taxes (Topic 740): Intra-entity Transfers of Assets Other Than Inventory (“ASU 2016-16”), which requires that entities recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The amendments in this update do not change GAAP for the pre-tax effects of an intra-entity asset transfer under Topic 810, Consolidation, or for an intra-entity transfer of inventory. ASU 2016-16 is effective for fiscal years beginning after December 15, 2017, and interim periods within those annual periods. Early adoption is permitted. The Partnership is currently evaluating the impact that adoption of this standard will have on the consolidated financial statements and related disclosures.
On January 1, 2017, the Partnership adopted Accounting Standards Update No. 2016-17, Consolidation (Topic 810): Interests Held Through Related Parties That Are Under Common Control (“ASU 2016-17”), which amends the consolidation guidance on how a reporting entity that is the single decision maker of a variable interest entity (VIE) should treat indirect interests in the entity held through related parties that are under common control with the reporting entity when determining whether it is the primary beneficiary of that VIE. Under the amendments, a single decision maker is required to include indirect interests on a proportionate basis consistent with indirect interests held through other related parties. The adoption of this standard did not have an impact on the Partnership’s consolidated financial statements and related disclosures.
In January 2017, the FASB issued ASU No. 2017-04 “Intangibles-Goodwill and other (Topic 350): Simplifying the test for goodwill impairment.” The amendments in this update remove the second step of the two-step test currently required by Topic 350. An entity will apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit's carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The new guidance does not amend the optional qualitative assessment of goodwill impairment. This ASU is effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. We expect that our adoption of this standard will change our approach for testing goodwill for impairment; however, this standard requires prospective application and therefore will only impact periods subsequent to adoption.

Revenue Recognition
Revenues for sales of natural gas and NGLs are recognized at the later of the time of delivery of the product to the customer or the time of sale or installation. Revenues from service labor, transportation, treating, compression and gas processing are recognized upon completion of the service. Transportation capacity payments are recognized when earned in the period the capacity is made available.
Our intrastate transportation and storage and interstate transportation and storage segments’ results are determined primarily by the amount of capacity our customers reserve as well as the actual volume of natural gas that flows through the transportation pipelines. Under transportation contracts, our customers are charged (i) a demand fee, which is a fixed fee for the reservation of an agreed amount of capacity on the transportation pipeline for a specified period of time and which obligates the customer to pay even if the customer does not transport natural gas on the respective pipeline, (ii) a transportation fee, which is based on the actual throughput of natural gas by the customer, (iii) fuel retention based on a percentage of gas transported on the pipeline, or (iv) a combination of the three, generally payable monthly. Fuel retained for a fee is typically valued at market prices.
Our intrastate transportation and storage segment also generates revenues and margin from the sale of natural gas to electric utilities, independent power plants, local distribution companies, industrial end-users and other marketing companies on the HPL System. Generally, we purchase natural gas from the market, including purchases from our marketing operations, and from producers at the wellhead.
In addition, our intrastate transportation and storage segment generates revenues and margin from fees charged for storing customers’ working natural gas in our storage facilities. We also engage in natural gas storage transactions in which we seek to find and profit from pricing differences that occur over time utilizing the Bammel storage reservoir. We purchase physical natural gas and then sell financial contracts at a price sufficient to cover our carrying costs and provide for a gross profit margin. We expect margins from natural gas storage transactions to be higher during the periods from November to March of each year and lower during the period from April through October of each year due to the increased demand for natural gas during colder weather. However, we cannot assure that management’s expectations will be fully realized in the future and in what time period, due to various factors including weather, availability of natural gas in regions in which we operate, competitive factors in the energy industry, and other issues.
Results from the midstream segment are determined primarily by the volumes of natural gas gathered, compressed, treated, processed, purchased and sold through our pipeline and gathering systems and the level of natural gas and NGL prices. We generate midstream revenues and gross margins principally under fee-based or other arrangements in which we receive a fee for natural gas gathering, compressing, treating or processing services. The revenue earned from these arrangements is directly related to the volume of natural gas that flows through our systems and is not directly dependent on commodity prices.
We also utilize other types of arrangements in our midstream segment, including (i) discount-to-index price arrangements, which involve purchases of natural gas at either (1) a percentage discount to a specified index price, (2) a specified index price less a fixed amount or (3) a percentage discount to a specified index price less an additional fixed amount, (ii) percentage-of-proceeds arrangements under which we gather and process natural gas on behalf of producers, sell the resulting residue gas and NGL volumes at market prices and remit to producers an agreed upon percentage of the proceeds based on an index price, (iii) keep-whole arrangements where we gather natural gas from the producer, process the natural gas and sell the resulting NGLs to third parties at market prices, (iv) purchasing all or a specified percentage of natural gas and/or NGL delivered from producers and treating or processing our plant facilities, and (v) making other direct purchases of natural gas and/or NGL at specified delivery points to meet operational or marketing obligations. In many cases, we provide services under contracts that contain a combination of more than one of the arrangements described above. The terms of our contracts vary based on gas quality conditions, the competitive environment at the time the contracts are signed and customer requirements. Our contract mix may change as a result of changes in producer preferences, expansion in regions where some types of contracts are more common and other market factors.
NGL storage and pipeline transportation revenues are recognized when services are performed or products are delivered, respectively. Fractionation and processing revenues are recognized when product is either loaded into a truck or injected into a third-party pipeline, which is when title and risk of loss pass to the customer.
In our natural gas compression business, revenue is recognized for compressor packages and technical service jobs using the completed contract method which recognizes revenue upon completion of the job. Costs incurred on a job are deducted at the time revenue is recognized.
We conduct marketing activities in which we market the natural gas that flows through our assets, referred to as on-system gas. We also attract other customers by marketing volumes of natural gas that do not move through our assets, referred to as

off-system gas. For both on-system and off-system gas, we purchase natural gas from natural gas producers and other supply points and sell 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.
Terminalling and storage revenues are recognized at the time the services are provided. Pipeline revenues are recognized upon delivery of the barrels to the location designated by the shipper. Crude oil acquisition and marketing revenues, as well as refined product marketing revenues, are recognized when title to the product is transferred to the customer. Revenues are not recognized for crude oil exchange transactions, which are entered into primarily to acquire crude oil of a desired quality or to reduce transportation costs by taking delivery closer to end markets. Any net differential for exchange transactions is recorded as an adjustment of inventory costs in the purchases component of cost of products sold and operating expenses in the statements of operations.
Regulatory Accounting – Regulatory Assets and Liabilities
Our interstate transportation and storage segment is subject to regulation by certain state and federal authorities, and certain subsidiaries in that segment have accounting policies that conform to the accounting requirements and ratemaking practices of the regulatory authorities. The application of these accounting policies allows certain of our regulated entities to defer expenses and revenues on the balance sheet as regulatory assets and liabilities when it is probable that those expenses and revenues will be allowed in the ratemaking process in a period different from the period in which they would have been reflected in the consolidated statement of operations by an unregulated company. These deferred assets and liabilities will be reported in results of operations in the period in which the same amounts are included in rates and recovered from or refunded to customers. Management’s assessment of the probability of recovery or pass through of regulatory assets and liabilities will require judgment and interpretation of laws and regulatory commission orders. If, for any reason, we cease to meet the criteria for application of regulatory accounting treatment for these entities, the regulatory assets and liabilities related to those portions ceasing to meet such criteria would be eliminated from the consolidated balance sheet for the period in which the discontinuance of regulatory accounting treatment occurs.
Although Panhandle’s natural gas transmission systems and storage operations are subject to the jurisdiction of FERC in accordance with the Natural Gas Act of 1938 and Natural Gas Policy Act of 1978, it does not currently apply regulatory accounting policies in accounting for its operations.  Panhandle does not apply regulatory accounting policies primarily due to the level of discounting from tariff rates and its inability to recover specific costs.
Cash, Cash Equivalents and Supplemental Cash Flow Information
Cash and cash equivalents include all cash on hand, demand deposits, and investments with original maturities of three months or less. We consider cash equivalents to include short-term, highly liquid investments that are readily convertible to known amounts of cash and that are subject to an insignificant risk of changes in value.
We place our cash deposits and temporary cash investments with high credit quality financial institutions. At times, our cash and cash equivalents may be uninsured or in deposit accounts that exceed the Federal Deposit Insurance Corporation insurance limit.

The net change in operating assets and liabilities (net of effects of acquisitions and deconsolidations) included in cash flows from operating activities is comprised as follows:
 Years Ended December 31,
 2016 2015 2014
Accounts receivable$(919) $819
 $600
Accounts receivable from related companies30
 (243) (22)
Inventories(368) (351) 51
Other current assets83
 (178) 150
Other non-current assets, net(78) 188
 (6)
Accounts payable972
 (1,215) (851)
Accounts payable to related companies29
 (160) 3
Accrued and other current liabilities39
 (83) (191)
Other non-current liabilities33
 (219) (73)
Price risk management assets and liabilities, net62
 75
 19
Net change in operating assets and liabilities, net of effects of acquisitions and deconsolidations$(117) $(1,367) $(320)
Non-cash investing and financing activities and supplemental cash flow information are as follows:
 Years Ended December 31,
 2016 2015 2014
NON-CASH INVESTING ACTIVITIES:     
Accrued capital expenditures$822
 $896
 $643
Sunoco LP limited partner interest received in exchange for contribution of the Sunoco, Inc. retail business to Sunoco LP194
 
 
Net gains from subsidiary common unit transactions37
 300
 175
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
 
Issuance of Common Units in connection with the Susser Merger
 
 908
Contribution of property, plant and equipment from noncontrolling interest
 34
 
Long-term debt assumed and non-compete agreement notes payable issued in acquisitions
 
 564
Predecessor equity issuances of common units in connection with Regency’s acquisitions
 
 4,281
Long-term debt assumed or exchanged in Regency’s acquisitions
 
 2,386
Redemption of Common Units in connection with the Bakken Pipeline Transaction
 999
 
Redemption of Common Units in connection with the Sunoco LP Exchange
 52
 
Redemption of Common Units in connection with the Lake Charles LNG Transaction
 
 1,167
SUPPLEMENTAL CASH FLOW INFORMATION:     
Cash paid for interest, net of interest capitalized$1,411
 $1,467
 $1,232
Cash paid for (refund of) income taxes(229) 71
 344

Accounts Receivable
Our midstream, NGL and intrastate transportation and storage operations deal with a variety of counterparties across the energy sector, some of which are investment grade, and most of which are not. Internal credit ratings and credit limits are assigned to all counterparties and limits are monitored against credit exposure. Letters of credit or prepayments may be required from those counterparties that are not investment grade depending on the internal credit rating and level of commercial activity with the counterparty. Master setoff agreements are put in place with counterparties where appropriate to mitigate risk. Bad debt expense related to these receivables is recognized at the time an account is deemed uncollectible.
Our investment in Sunoco Logistics segment extends credit terms to certain customers after review of various credit indicators, including the customer’s credit rating. Based on that review, a letter of credit or other security may be required. Outstanding customer receivable balances are regularly reviewed for possible non-payment indicators and reserves are recorded for doubtful accounts based upon management’s estimate of collectability at the time of review. Actual balances are charged against the reserve when all collection efforts have been exhausted.
We have a diverse portfolio of customers, however, because of the midstream and transportation services we provide, many of our customers are engaged in the exploration and production segment. We manage trade credit risk to mitigate credit losses and exposure to uncollectible trade receivables. Prospective and existing customers are reviewed regularly for creditworthiness to manage credit risk within approved tolerances. Customers that do not meet minimum credit standards are required to provide additional credit support in the form of a letter of credit, prepayment, or other forms of security. We establish an allowance for doubtful accounts on trade receivables based on the expected ultimate recovery of these receivables and considers many factors including historical customer collection experience, general and specific economic trends, and known specific issues related to individual customers, sectors, and transactions that might impact collectability. Increases in the allowance are recorded as a component of operating expenses; reductions in the allowance are recorded when receivables are subsequently collected or written-off. Past due receivable balances are written-off when our efforts have been unsuccessful in collecting the amount due.
We enter into netting arrangements with counterparties to the extent possible to mitigate credit risk. Transactions are confirmed with the counterparty and the net amount is settled when due. Amounts outstanding under these netting arrangements are presented on a net basis in the consolidated balance sheets.
Inventories
Inventories consist principally of natural gas held in storage, crude oil, refined products and spare parts. Natural gas held in storage is valued at the lower of cost or market utilizing the weighted-average cost method. The cost of crude oil and refined products is determined using the last-in, first out method. The cost of spare parts is determined by the first-in, first-out method.
Inventories consisted of the following:
 December 31,
 2016 2015
Natural gas and NGLs$699
 $415
Crude oil683
 424
Refined products113
 104
Spare parts and other217
 270
Total inventories$1,712
 $1,213
During the years ended December 31, 2016 and 2015, the Partnership recorded write-downs of $170 million and $104 million, respectively, on its crude oil, refined products and NGL inventories as a result of declines in the market price of these products. The write-downs were calculated based upon current replacement costs.
We utilize commodity derivatives to manage price volatility associated with our natural gas inventory. Changes in fair value of designated hedged inventory are recorded in inventory on our consolidated balance sheets and cost of products sold in our consolidated statements of operations.

Other Current Assets
Other current assets consisted of the following:
 December 31,
 2016 2015
Deposits paid to vendors$74
 $74
Income taxes receivable128
 291
Prepaid expenses and other224
 167
Total other current assets$426
 $532
Property, Plant and Equipment
Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful or FERC mandated lives of the assets, if applicable. Expenditures for maintenance and repairs that do not add capacity or extend the useful life are expensed as incurred. Expenditures to refurbish assets that either extend the useful lives of the asset or prevent environmental contamination are capitalized and depreciated over the remaining useful life of the asset. Additionally, we capitalize certain costs directly related to the construction of assets including internal labor costs, interest and engineering costs. Upon disposition or retirement of pipeline components or natural gas plant components, any gain or loss is recorded to accumulated depreciation. When entire pipeline systems, gas plants or other property and equipment are retired or sold, any gain or loss is included in our consolidated statements of operations.
Property, plant and equipment is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. If such a review should indicate that the carrying amount of long-lived assets is not recoverable, we reduce the carrying amount of such assets to fair value.
In 2016, the Partnership recorded a $133 million fixed asset impairment related to the interstate transportation and storage segment primarily due to expected decreases in future cash flows driven by declines in commodity prices as well as a $10 million impairment to property, plant and equipment in the midstream segment. In 2015, the Partnership recorded a $110 million fixed asset impairment related to the liquids transportation and services segment primarily due to an expected decrease in future cash flows. No other fixed asset impairments were identified or recorded for our reporting units during the periods presented.
Capitalized interest is included for pipeline construction projects, except for certain interstate projects for which an allowance for funds used during construction (“AFUDC”) is accrued. Interest is capitalized based on the current borrowing rate of our revolving credit facility when the related costs are incurred. AFUDC is calculated under guidelines prescribed by the FERC and capitalized as part of the cost of utility plant for interstate projects. It represents the cost of servicing the capital invested in construction work-in-process. AFUDC is segregated into two component parts – borrowed funds and equity funds.

Components and useful lives of property, plant and equipment were as follows:
 December 31,
 2016 2015
Land and improvements$659
 $686
Buildings and improvements (1 to 45 years)1,784
 1,526
Pipelines and equipment (5 to 83 years)35,923
 33,148
Natural gas and NGL storage facilities (5 to 46 years)1,515
 391
Bulk storage, equipment and facilities (2 to 83 years)3,677
 2,853
Retail equipment (2 to 99 years)
 401
Vehicles (1 to 25 years)241
 220
Right of way (20 to 83 years)3,374
 2,573
Natural resources434
 484
Other (1 to 40 years)517
 743
Construction work-in-process10,096
 7,844
 58,220
 50,869
Less – Accumulated depreciation and depletion(7,303) (5,782)
Property, plant and equipment, net$50,917
 $45,087
We recognized the following amounts for the periods presented:
 Years Ended December 31,
 2016 2015 2014
Depreciation and depletion expense$1,793
 $1,713
 $1,457
Capitalized interest, excluding AFUDC200
 163
 101
Advances to and Investments in Unconsolidated Affiliates
We own interests in a number of related businesses that are accounted for by the equity method. In general, we use the equity method of accounting for an investment for which we exercise significant influence over, but do not control, the investee’s operating and financial policies.
Other Non-Current Assets, net
Other non-current assets, net are stated at cost less accumulated amortization. Other non-current assets, net consisted of the following:
 December 31,
 2016 2015
Unamortized financing costs(1)
$3
 $11
Regulatory assets86
 90
Deferred charges217
 198
Restricted funds190
 192
Long-term affiliated receivable90
 
Other86
 45
Total other non-current assets, net$672
 $536
(1)Includes unamortized financing costs related to the Partnership’s revolving credit facilities.
Restricted funds primarily consisted of restricted cash held in our wholly-owned captive insurance companies.

Intangible Assets
Intangible assets are stated at cost, net of amortization computed on the straight-line method. The Partnership removes the gross carrying amount and the related accumulated amortization for any fully amortized intangibles in the year they are fully amortized.
Components and useful lives of intangible assets were as follows:
 December 31, 2016 December 31, 2015
 
Gross Carrying
Amount
 
Accumulated
Amortization
 
Gross Carrying
Amount
 
Accumulated
Amortization
Amortizable intangible assets:       
Customer relationships, contracts and agreements (3 to 46 years)$5,362
 $(737) $4,601
 $(554)
Patents (10 years)48
 (21) 48
 (16)
Trade Names (20 years)66
 (22) 66
 (18)
Other (1 to 15 years)2
 (2) 6
 (3)
Total amortizable intangible assets$5,478
 $(782) $4,721
 $(591)
Non-amortizable intangible assets:       
Trademarks
 
 291
 
Total intangible assets$5,478
 $(782) $5,012
 $(591)
Aggregate amortization expense of intangible assets was as follows:
 Years Ended December 31,
 2016 2015 2014
Reported in depreciation, depletion and amortization$193
 $216
 $212
Estimated aggregate amortization expense for the next five years is as follows:
Years Ending December 31: 
2017$213
2018213
2019211
2020211
2021211
We review amortizable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. If such a review should indicate that the carrying amount of amortizable intangible assets is not recoverable, we reduce the carrying amount of such assets to fair value. We review non-amortizable intangible assets for impairment annually, or more frequently if circumstances dictate.
In 2015, we recorded $24 million of intangible asset impairments related to the liquids transportation and services segment primarily due to an expected decrease in future cash flows.
Goodwill
Goodwill is tested for impairment annually or more frequently if circumstances indicate that goodwill might be impaired. The annual impairment test is performed during the fourth quarter.

Changes in the carrying amount of goodwill were as follows:
 
Intrastate
Transportation
and Storage
 
Interstate
Transportation and Storage
 Midstream Liquids Transportation and Services Investment in Sunoco Logistics All Other Total
Balance, December 31, 2014$10
 $1,011
 $767
 $432
 $1,358
 $4,064
 $7,642
Reduction due to Sunoco LP deconsolidation
 
 
 
 
 (2,018) (2,018)
Impaired
 (99) 
 (106) 
 
 (205)
Other
 
 (49) 
 
 58
 9
Balance, December 31, 201510
 912
 718
 326
 1,358
 2,104
 5,428
Acquired
 
 177
 
 251
 
 428
Reduction due to contribution of legacy Sunoco, Inc. retail business
 
 
 
 
 (1,289) (1,289)
Impaired
 (638) (32) 
 
 
 (670)
Balance, December 31, 2016$10
 $274
 $863
 $326
 $1,609
 $815
 $3,897
Goodwill is recorded at the acquisition date based on a preliminary purchase price allocation and generally may be adjusted when the purchase price allocation is finalized.
During the fourth quarter of 2016, the Partnership performed goodwill impairment tests on our reporting units and recognized goodwill impairments of $638 million the interstate transportation and storage segment and $32 million in the midstream segment primarily due to decreases in projected future revenues and cash flows driven by declines in commodity prices and changes in the markets that these assets serve.
During the fourth quarter of 2015, the Partnership performed goodwill impairment tests on our reporting units and recognized goodwill impairments of: (i) $99 million in the Transwestern reporting unit due primarily to the market declines in current and expected future commodity prices in the fourth quarter of 2015 and (ii) $106 million in the Lone Star Refinery Services reporting unit due primarily to changes in assumptions related to potential future revenues decrease as well as the market declines in current and expected future commodity prices.
The Partnership determined the fair value of our reporting units using a weighted combination of the discounted cash flow method and the guideline company method. Determining the fair value of a reporting unit requires judgment and the use of significant estimates and assumptions. Such estimates and assumptions include revenue growth rates, operating margins, weighted average costs of capital and future market conditions, among others. The Partnership believes the estimates and assumptions used in our impairment assessments are reasonable and based on available market information, but variations in any of the assumptions could result in materially different calculations of fair value and determinations of whether or not an impairment is indicated. Under the discounted cash flow method, the Partnership determined fair value based on estimated future cash flows of each reporting unit including estimates for capital expenditures, discounted to present value using the risk-adjusted industry rate, which reflect the overall level of inherent risk of the reporting unit. Cash flow projections are derived from one year budgeted amounts and five year operating forecasts plus an estimate of later period cash flows, all of which are evaluated by management. Subsequent period cash flows are developed for each reporting unit using growth rates that management believes are reasonably likely to occur. Under the guideline company method, the Partnership determined the estimated fair value of each of our reporting units by applying valuation multiples of comparable publicly-traded companies to each reporting unit’s projected EBITDA and then averaging that estimate with similar historical calculations using a three year average. In addition, the Partnership estimated a reasonable control premium representing the incremental value that accrues to the majority owner from the opportunity to dictate the strategic and operational actions of the business.
Asset Retirement Obligations
We have determined that we are obligated by contractual or regulatory requirements to remove facilities or perform other remediation upon retirement of certain assets. The fair value of any ARO is determined based on estimates and assumptions related to retirement costs, which the Partnership bases on historical retirement costs, future inflation rates and credit-adjusted risk-free interest rates. These fair value assessments are considered to be Level 3 measurements, as they are based on both observable and unobservable inputs. Changes in the liability are recorded for the passage of time (accretion) or for revisions to cash flows originally estimated to settle the ARO.

An ARO is required to be recorded when a legal obligation to retire an asset exists and such obligation can be reasonably estimated. We will record an asset retirement obligation in the periods in which management can reasonably estimate the settlement dates.
Except for certain amounts recorded by Panhandle and Sunoco Logistics discussed below, management was not able to reasonably measure the fair value of asset retirement obligations as of December 31, 2016 and 2015, in most cases because the settlement dates were indeterminable. Although a number of other onshore assets in Panhandle’s system are subject to agreements or regulations that give rise to an ARO upon Panhandle’s discontinued use of these assets, AROs were not recorded because these assets have an indeterminate removal or abandonment date given the expected continued use of the assets with proper maintenance or replacement. Sunoco, Inc. has legal asset retirement obligations for several other assets at its previously owned refineries, pipelines and terminals, for which it is not possible to estimate when the obligations will be settled. Consequently, the retirement obligations for these assets cannot be measured at this time. At the end of the useful life of these underlying assets, Sunoco, Inc. is legally or contractually required to abandon in place or remove the asset. Sunoco Logistics believes it may have additional asset retirement obligations related to its pipeline assets and storage tanks, for which it is not possible to estimate whether or when the retirement obligations will be settled. Consequently, these retirement obligations cannot be measured at this time.
Below is a schedule of AROs by segment recorded as other non-current liabilities in ETP’s consolidated balance sheets:
 December 31,
 2016 2015
Interstate transportation and storage$54
 $58
Investment in Sunoco Logistics88
 88
All other28
 66
 $170
 $212
Individual component assets have been and will continue to be replaced, but the pipeline and the natural gas gathering and processing systems will continue in operation as long as supply and demand for natural gas exists. Based on the widespread use of natural gas in industrial and power generation activities, management expects supply and demand to exist for the foreseeable future.  We have in place a rigorous repair and maintenance program that keeps the pipelines and the natural gas gathering and processing systems in good working order. Therefore, although some of the individual assets may be replaced, the pipelines and the natural gas gathering and processing systems themselves will remain intact indefinitely.
Long-lived assets related to AROs aggregated $14 million and $18 million, and were reflected as property, plant and equipment on our balance sheet as of December 31, 2016 and 2015, respectively. In addition, the Partnership had $13 million and $6 million legally restricted funds for the purpose of settling AROs that was reflected as other non-current assets as of December 31, 2016 and 2015, respectively.
Accrued and Other Current Liabilities
Accrued and other current liabilities consisted of the following:
 December 31,
 2016 2015
Interest payable$440
 $425
Customer advances and deposits56
 95
Accrued capital expenditures749
 743
Accrued wages and benefits212
 218
Taxes payable other than income taxes63
 76
Exchanges payable208
 105
Other177
 386
Total accrued and other current liabilities$1,905
 $2,048

Deposits or advances are received from our customers as prepayments for natural gas deliveries in the following month. Prepayments and security deposits may also be required when customers exceed their credit limits or do not qualify for open credit.
Redeemable Noncontrolling Interests
The noncontrolling interest holders in one of Sunoco Logistics’ consolidated subsidiaries have the option to sell their interests to Sunoco Logistics.  In accordance with applicable accounting guidance, the noncontrolling interest is excluded from total equity and reflected as redeemable interest on ETP’s consolidated balance sheet.
Environmental Remediation
We accrue environmental remediation costs for work at identified sites where an assessment has indicated that cleanup costs are probable and reasonably estimable. Such accruals are undiscounted and are based on currently available information, estimated timing of remedial actions and related inflation assumptions, existing technology and presently enacted laws and regulations. If a range of probable environmental cleanup costs exists for an identified site, the minimum of the range is accrued unless some other point in the range is more likely in which case the most likely amount in the range is accrued.
Fair Value of Financial Instruments
The carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximate their fair value.
Based on the estimated borrowing rates currently available to us and our subsidiaries for loans with similar terms and average maturities, the aggregate fair value and carrying amount of our debt obligations as of December 31, 2016 was $33.85 billion and $32.93 billion, respectively. As of December 31, 2015, the aggregate fair value and carrying amount of our debt obligations was $25.71 billion and $28.68 billion, respectively. The fair value of our consolidated debt obligations is a Level 2 valuation based on the observable inputs used for similar liabilities.
We have commodity derivatives, interest rate derivatives and embedded derivatives in our preferred units that are accounted for as assets and liabilities at fair value in our consolidated balance sheets. We determine the fair value of our assets and liabilities subject to fair value measurement by using the highest possible “level” of inputs. Level 1 inputs are observable quotes in an active market for identical assets and liabilities. We consider the valuation of marketable securities and commodity derivatives transacted through a clearing broker with a published price from the appropriate exchange as a Level 1 valuation. Level 2 inputs are inputs observable for similar assets and liabilities. We consider OTC commodity derivatives entered into directly with third parties as a Level 2 valuation since the values of these derivatives are quoted on an exchange for similar transactions. Additionally, we consider our options transacted through our clearing broker as having Level 2 inputs due to the level of activity of these contracts on the exchange in which they trade. We consider the valuation of our interest rate derivatives as Level 2 as the primary input, the LIBOR curve, is based on quotes from an active exchange of Eurodollar futures for the same period as the future interest swap settlements. Level 3 inputs are unobservable. Derivatives related to the embedded derivatives in our preferred units are valued using a binomial lattice model. The market inputs utilized in the model include credit spread, probabilities of the occurrence of certain events, common unit price, dividend yield, and expected value, and are considered Level 3. During the year ended December 31, 2016, no transfers were made between any levels within the fair value hierarchy.

The following tables summarize the fair value of our financial assets and liabilities measured and recorded at fair value on a recurring basis as of December 31, 2016 and 2015 based on inputs used to derive their fair values:
 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 IFERC2
 
 2
 
Fixed Swaps/Futures96
 96
 
 
Forward Physical Swaps1
 
 1
 
Power:       
Forwards4
 
 4
 
Futures1
 1
 
 
Options – Calls1
 1
 
 
Natural Gas Liquids – Forwards/Swaps233
 233
 
 
Refined Products – Futures1
 1
 
 
Crude – Futures9
 9
 
 
Total commodity derivatives362
 355
 7
 
Total assets$362
 $355
 $7
 $
Liabilities:       
Interest rate derivatives$(193) $
 $(193) $
Embedded derivatives in the ETP Preferred Units(1) 
 
 (1)
Commodity derivatives:       
Natural Gas:       
Basis Swaps IFERC/NYMEX(11) (11) 
 
Swing Swaps IFERC(3) 
 (3) 
Fixed Swaps/Futures(149) (149) 
 
Power:       
Forwards(5) 
 (5) 
Futures(1) (1) 
 
Natural Gas Liquids – Forwards/Swaps(273) (273) 
 
Refined Products – Futures(17) (17) 
 
Crude – Futures(13) (13) 
 
Total commodity derivatives(472) (464) (8) 
Total liabilities$(666) $(464) $(201) $(1)

 Fair Value Total Fair Value Measurements at December 31, 2015
 Level 1 Level 2 Level 3
Assets:       
Commodity derivatives:       
Natural Gas:       
Basis Swaps IFERC/NYMEX$16
 $16
 $
 $
Swing Swaps IFERC10
 2
 8
 
Fixed Swaps/Futures274
 274
 
 
Forward Physical Swaps4
 
 4
 
Power:       
Forwards22
 
 22
 
Futures3
 3
 
 
Options – Puts1
 1
 
 
Options – Calls1
 1
 
 
Natural Gas Liquids – Forwards/Swaps99
 99
 
 
Refined Products – Futures9
 9
 
 
Crude – Futures9
 9
 
 
Total commodity derivatives448
 414
 34
 
Total assets$448
 $414
 $34
 $
Liabilities:       
Interest rate derivatives$(171) $
 $(171) $
Embedded derivatives in the ETP Preferred Units(5) 
 
 (5)
Commodity derivatives:       
Natural Gas:       
Basis Swaps IFERC/NYMEX(16) (16) 
 
Swing Swaps IFERC(12) (2) (10) 
Fixed Swaps/Futures(203) (203) 
 
Power:       
Forwards(22) 
 (22) 
Futures(2) (2) 
 
Options – Puts(1) (1) 
 
Natural Gas Liquids – Forwards/Swaps(89) (89) 
 
Crude – Futures(5) (5) 
 
Total commodity derivatives(350) (318) (32) 
Total liabilities$(526) $(318) $(203) $(5)
The following table presents the material unobservable inputs used to estimate the fair value of ETP’s Preferred Units and the embedded derivatives in ETP’s Preferred Units:
Unobservable InputDecember 31, 2016
Embedded derivatives in the ETP Preferred UnitsCredit Spread5.12%
Volatility31.73%
Changes in the remaining term of the Preferred Units, U.S. Treasury yields and valuations in related instruments would cause a change in the yield to value the Preferred Units. Changes in ETP’s cost of equity and U.S. Treasury yields would cause a change in the credit spread used to value the embedded derivatives in the ETP Preferred Units. Changes in ETP’s historical unit price volatility would cause a change in the volatility used to value the embedded derivatives.

The following table presents a reconciliation of the beginning and ending balances for our Level 3 financial instruments measured at fair value on a recurring basis using significant unobservable inputs for the year ended December 31, 2016.
Balance, December 31, 2015$(5)
Net unrealized gains included in other income (expense)4
Balance, December 31, 2016$(1)
Contributions in Aid of Construction Costs
On certain of our capital projects, third parties are obligated to reimburse us for all or a portion of project expenditures. The majority of such arrangements are associated with pipeline construction and production well tie-ins. Contributions in aid of construction costs (“CIAC”) are netted against our project costs as they are received, and any CIAC which exceeds our total project costs, is recognized as other income in the period in which it is realized.
Shipping and Handling Costs
Shipping and handling costs are included in cost of products sold, except for shipping and handling costs related to fuel consumed for compression and treating which are included in operating expenses.
Costs and Expenses
Costs of products sold include actual cost of fuel sold, adjusted for the effects of our hedging and other commodity derivative activities, and the cost of appliances, parts and fittings. Operating expenses include all costs incurred to provide products to customers, including compensation for operations personnel, insurance costs, vehicle maintenance, advertising costs, purchasing costs and plant operations. Selling, general and administrative expenses include all partnership related expenses and compensation for executive, partnership, and administrative personnel.
We record the collection of taxes to be remitted to government authorities on a net basis except for our all other segment in which consumer excise taxes on sales of refined products and merchandise are included in both revenues and costs and expenses in the consolidated statements of operations, with no effect on net income (loss). For the year ended December 31, 2016, due to the dropdown of our retail assets to Sunoco LP, no excise taxes were collected. For the years ended December 31, 2015 and 2014, excise taxes collected by our all other segment were $1.85 billion and $2.46 billion, respectively.
Issuances of Subsidiary Units
We record changes in our ownership interest of our subsidiaries as equity transactions, with no gain or loss recognized in consolidated net income or comprehensive income. For example, upon our subsidiary’s issuance of common units in a public offering, we record any difference between the amount of consideration received or paid and the amount by which the noncontrolling interest is adjusted as a change in partners’ capital.
Income Taxes
ETP is a publicly traded limited partnership and is not taxable for federal and most state income tax purposes. As a result, our earnings or losses, to the extent not included in a taxable subsidiary, for federal and most state purposes are included in the tax returns of the individual partners. Net earnings for financial statement purposes may differ significantly from taxable income reportable to Unitholders as a result of differences between the tax basis and financial basis of assets and liabilities, differences between the tax accounting and financial accounting treatment of certain items, and due to allocation requirements related to taxable income under our Second Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”).
As a publicly traded limited partnership, we are subject to a statutory requirement that our “qualifying income” (as defined by the Internal Revenue Code, related Treasury Regulations, and IRS pronouncements) exceed 90% of our total gross income, determined on a calendar year basis. If our qualifying income does not meet this statutory requirement, ETP would be taxed as a corporation for federal and state income tax purposes. For the years ended December 31, 2016, 2015, and 2014, our qualifying income met the statutory requirement.
The Partnership conducts certain activities through corporate subsidiaries which are subject to federal, state and local income taxes. These corporate subsidiaries include ETP Holdco, Oasis Pipeline Company and until July 31, 2015, Susser Holding Corporation. The Partnership and its corporate subsidiaries account for income taxes under the asset and liability method.

Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rate is recognized in earnings in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts more likely than not to be realized.
The determination of the provision for income taxes requires significant judgment, use of estimates, and the interpretation and application of complex tax laws. Significant judgment is required in assessing the timing and amounts of deductible and taxable items and the probability of sustaining uncertain tax positions. The benefits of uncertain tax positions are recorded in our financial statements only after determining a more-likely-than-not probability that the uncertain tax positions will withstand challenge, if any, from taxing authorities. When facts and circumstances change, we reassess these probabilities and record any changes through the provision for income taxes.
Accounting for Derivative Instruments and Hedging Activities
For qualifying hedges, we formally document, designate and assess the effectiveness of transactions that receive hedge accounting treatment and the gains and losses offset related results on the hedged item in the statement of operations. The market prices used to value our financial derivatives and related transactions have been determined using independent third-party prices, readily available market information, broker quotes and appropriate valuation techniques.
At inception of a hedge, we formally document the relationship between the hedging instrument and the hedged item, the risk management objectives, and the methods used for assessing and testing effectiveness and how any ineffectiveness will be measured and recorded. We also assess, both at the inception of the hedge and on a quarterly basis, whether the derivatives that are used in our hedging transactions are highly effective in offsetting changes in cash flows. If we determine that a derivative is no longer highly effective as a hedge, we discontinue hedge accounting prospectively by including changes in the fair value of the derivative in net income for the period.
If we designate a commodity hedging relationship as a fair value hedge, we record the changes in fair value of the hedged asset or liability in cost of products sold in our consolidated statements of operations. This amount is offset by the changes in fair value of the related hedging instrument. Any ineffective portion or amount excluded from the assessment of hedge ineffectiveness is also included in the cost of products sold in the consolidated statements of operations.
Cash flows from derivatives accounted for as cash flow hedges are reported as cash flows from operating activities, in the same category as the cash flows from the items being hedged.
If we designate a derivative financial instrument as a cash flow hedge and it qualifies for hedge accounting, the change in the fair value is deferred in AOCI until the underlying hedged transaction occurs. Any ineffective portion of a cash flow hedge’s change in fair value is recognized each period in earnings. Gains and losses deferred in AOCI related to cash flow hedges remain in AOCI until the underlying physical transaction occurs, unless it is probable that the forecasted transaction will not occur by the end of the originally specified time period or within an additional two-month period of time thereafter. For financial derivative instruments that do not qualify for hedge accounting, the change in fair value is recorded in cost of products sold in the consolidated statements of operations.
We manage a portion of our interest rate exposures by utilizing interest rate swaps and similar instruments. Certain of our interest rate derivatives are accounted for as either cash flow hedges or fair value hedges. For interest rate derivatives accounted for as either cash flow or fair value hedges, we report realized gains and losses and ineffectiveness portions of those hedges in interest expense. For interest rate derivatives not designated as hedges for accounting purposes, we report realized and unrealized gains and losses on those derivatives in “Gains (losses) on interest rate derivatives” in the consolidated statements of operations.
Unit-Based Compensation
For awards of restricted units, we recognize compensation expense over the vesting period based on the grant-date fair value, which is determined based on the market price of our Common Units on the grant date. For awards of cash restricted units, we remeasure the fair value of the award at the end of each reporting period based on the market price of our Common Units as of the reporting date, and the fair value is recorded in other non-current liabilities on our consolidated balance sheets.
Pensions and Other Postretirement Benefit Plans
Employers are required to recognize in their balance sheets the overfunded or underfunded status of defined benefit pension and other postretirement plans, measured as the difference between the fair value of the plan assets and the benefit obligation

(the projected benefit obligation for pension plans and the accumulated postretirement benefit obligation for other postretirement plans).  Each overfunded plan is recognized as an asset and each underfunded plan is recognized as a liability.  Employers must recognize the change in the funded status of the plan in the year in which the change occurs within AOCI in equity or, for entities applying regulatory accounting, as a regulatory asset or regulatory liability.
Allocation of Income
For purposes of maintaining partner capital accounts, the Partnership Agreement specifies that items of income and loss shall generally be allocated among the partners in accordance with their percentage interests. The capital account provisions of our Partnership Agreement incorporate principles established for U.S. Federal income tax purposes and are not comparable to the partners’ capital balances reflected under GAAP in our consolidated financial statements. Our net income for partners’ capital and statement of operations presentation purposes is allocated to the General Partner and Limited Partners in accordance with their respective partnership percentages, after giving effect to priority income allocations for incentive distributions, if any, to our General Partner, the holder of the IDRs pursuant to our Partnership Agreement, which are declared and paid following the close of each quarter. Earnings in excess of distributions are allocated to the General Partner and Limited Partners based on their respective ownership interests.
3.ACQUISITIONS, DIVESTITURES AND RELATED TRANSACTIONS:
2016 Transactions
ETP and Sunoco Logistics Merger
In November 2016, ETP and Sunoco Logistics entered into a merger agreement providing for the acquisition of ETP by Sunoco Logistics in a unit-for-unit transaction. Under the terms of the transaction, ETP unitholders will receive 1.5 common units of Sunoco Logistics for each common unit of ETP they own. Under the terms of the merger agreement, Sunoco Logistics’ general partner will be merged with and into ETP GP, with ETP GP surviving as an indirect wholly-owned subsidiary of ETE. The transaction is expected to close in April 2017.
PennTex Acquisition
On November 1, 2016, ETP acquired certain interests in PennTex from various parties for total consideration of approximately $627 million in ETP units and cash. Through this transaction, ETP acquired a controlling financial interest in PennTex, whose assets complement ETP’s existing midstream footprint in northern Louisiana.
Summary of Assets Acquired and Liabilities Assumed
We accounted for the PennTex acquisition using the acquisition method of accounting, which requires, among other things, that assets acquired and liabilities assumed be recognized on the balance sheet at their fair values as of the acquisition date.

The total purchase price was allocated as follows:
  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.
The fair values of the assets acquired and liabilities assumed were determined using various valuation techniques, including the income and market approaches.
Sunoco Logistics’ Vitol Acquisition
In November 2016, Sunoco Logistics completed an acquisition from Vitol, Inc. (“Vitol”) of an integrated crude oil business in West Texas for $760 million plus working capital. The acquisition provides Sunoco Logistics with an approximately 2 million barrel crude oil terminal in Midland, Texas, a crude oil gathering and mainline pipeline system in the Midland Basin, including a significant acreage dedication from an investment-grade Permian producer, and crude oil inventories related to Vitol's crude oil purchasing and marketing business in West Texas. The acquisition also included the purchase of a 50% interest in SunVit Pipeline LLC ("SunVit"), which increased Sunoco Logistics' overall ownership of SunVit to 100%. The $769 million purchase price, net of cash received, consisted primarily of net working capital of $13 million largely attributable to inventory and receivables; property, plant and equipment of $286 million primarily related to pipeline and terminalling assets; intangible assets of $313 million attributable to customer relationships; and goodwill of $251 million.
Sunoco Logistics’ Permian Express Partners
In February 2017, Sunoco Logistics formed Permian Express Partners LLC ("PEP"), a strategic joint venture, with ExxonMobil Corp. Sunoco Logistics contributed its Permian Express 1, Permian Express 2 and Permian Longview and Louisiana Access pipelines. ExxonMobil Corp. contributed its Longview to Louisiana and Pegasus pipelines; Hawkins gathering system; an idle pipeline in southern Oklahoma; and its Patoka, Illinois terminal. Sunoco Logistics’ ownership percentage is approximately 85%. Upon commencement of operations on the Bakken Pipeline, Sunoco Logistics will contribute its investment in the project, with a corresponding increase in its ownership percentage in PEP. Sunoco Logistics maintains a controlling financial and voting interest in PEP and is the operator of all of the assets. As such, PEP will be reflected as a consolidated subsidiary of Sunoco Logistics. ExxonMobil Corp.’s interest will be reflected as noncontrolling interest in Sunoco Logistics’ consolidated balance sheet.
Bakken Equity Sale
On August 2, 2016, Bakken Holdings Company LLC, an entity in which ETP indirectly owns a 60% membership interest and Sunoco Logistics indirectly owns a 40% membership interest, agreed to sell a 49% interest in its wholly-owned subsidiary, Bakken Pipeline Investments LLC, to MarEn Bakken Company LLC, an entity jointly owned by Marathon Petroleum Corporation and Enbridge Energy Partners, L.P. for $2.00 billion in cash. This transaction closed in February 2017. Bakken Pipeline Investments LLC indirectly owns a 75% interest in each of Dakota Access, LLC (“Dakota Access”) and Energy Transfer Crude Oil Company, LLC (“ETCO”). The remaining 25% of each of Dakota Access and ETCO is owned by wholly-owned subsidiaries of Phillips 66. ETP will continue to consolidate Dakota Access and ETCO subsequent to this transaction. Upon closing, ETP and Sunoco Logistics collectively own a 38.25% interest in the Dakota Access Pipeline and Energy Transfer

Crude Oil Pipeline projects (collectively, the "Bakken Pipeline"), and MarEn Bakken Company owns 36.75% and Phillips 66 owns 25.00% in the Bakken Pipeline.
Bakken Financing
In August 2016, ETP, Sunoco Logistics and Phillips 66 announced the completion of the project-level financing of the Bakken Pipeline. The $2.50 billion credit facility is anticipated to provide substantially all of the remaining capital necessary to complete the projects. As of December 31, 2016, $1.10 billion was outstanding under this credit facility.
Bayou Bridge
In April 2016, Bayou Bridge Pipeline, LLC (“Bayou Bridge”), a joint venture among ETP, Sunoco Logistics and Phillips 66 Partners LP, began commercial operations on the 30-inch segment of the pipeline from Nederland, Texas to Lake Charles, Louisiana. ETP and Sunoco Logistics each hold a 30% interest in the entity and Sunoco Logistics is the operator of the system.
Sunoco Retail to Sunoco LP
In March 2016, ETP contributed to Sunoco LP its remaining 68.42% interest in Sunoco, LLC and 100% interest in the legacy Sunoco, Inc. retail business for $2.23 billion. Sunoco LP paid $2.20 billion in cash, including a working capital adjustment and issued 5.7 million Sunoco LP common units to Retail Holdings, a wholly-owned subsidiary of the Partnership. The transaction was effective January 1, 2016. In connection with this transaction, the Partnership deconsolidated the legacy Sunoco, Inc. retail business, including goodwill of $1.29 billion and intangible assets of $294 million. The results of Sunoco, LLC and the legacy Sunoco, Inc. retail business’ operations have not been presented as discontinued operations and Sunoco, Inc.’s retail business assets and liabilities have not been presented as held for sale in the Partnership’s consolidated financial statements.
Following is a summary of amounts reflected for the prior periods in ETP’s consolidated statements of operations related to Sunoco, LLC and the legacy Sunoco, Inc. retail business, which operations are no longer consolidated for the current period in 2016:
 Years Ended December 31,
 2015 2014
Revenues$12,482
 $22,487
Cost of products sold11,174
 21,155
Operating expenses798
 727
Selling, general and administrative expenses106
 99
2015 Transactions
Sunoco LP
In April 2015, Sunoco LP acquired a 31.58% equity interest in Sunoco, LLC from Retail Holdings for $816 million. Sunoco, LLC distributes approximately 5.3 billion gallons per year of motor fuel to customers in the east, midwest and southwest regions of the United States. Sunoco LP paid $775 million in cash and issued $41 million of Sunoco LP common units to Retail Holdings, based on the five-day volume weighted average price of Sunoco LP’s common units as of March 20, 2015.
In July 2015, in exchange for the contribution of 100% of Susser from ETP to Sunoco LP, Sunoco LP paid $970 million in cash and issued to ETP subsidiaries 22 million Sunoco LP Class B units valued at $970 million. The Sunoco Class B units did not receive second quarter 2015 cash distributions from Sunoco LP and converted on a one-for-one basis into Sunoco LP common units on the day immediately following the record date for Sunoco LP’s second quarter 2015 distribution. In addition, (i) a Susser subsidiary exchanged its 79,308 Sunoco LP common units for 79,308 Sunoco LP Class A units, (ii) 10.9 million Sunoco LP subordinated units owned by Susser subsidiaries were converted into 10.9 million Sunoco LP Class A units and (iii) Sunoco LP issued 79,308 Sunoco LP common units and 10.9 million Sunoco LP subordinated units to subsidiaries of ETP. The Sunoco LP Class A units owned by the Susser subsidiaries were contributed to Sunoco LP as part of the transaction. Sunoco LP subsequently contributed its interests in Susser to one of its subsidiaries.
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, and in exchange, ETP repurchased from ETE 21 million ETP common units owned by ETE (the “Sunoco LP Exchange”). In connection with ETP’s 2014 acquisition of Susser, ETE agreed to provide ETP a $35 million annual IDR subsidy for 10 years, which terminated upon the closing of ETE’s acquisition of Sunoco GP. In

connection with the exchange and repurchase, ETE will provide ETP a $35 million annual IDR subsidy for two years beginning with the quarter ended September 30, 2015. In connection with this transaction, the Partnership deconsolidated Sunoco LP, including goodwill of $1.81 billion and intangible assets of $982 million related to Sunoco LP. The Partnership continues to hold 37.8 million Sunoco LP common units accounted for under the equity method. The results of Sunoco LP’s operations have not been presented as discontinued operations and Sunoco LP’s assets and liabilities have not been presented as held for sale in the Partnership’s consolidated financial statements.
Bakken Pipeline
In March 2015, ETE transferred 30.8 million Partnership common units, ETE’s 45% interest in the Bakken Pipeline project, and $879 million in cash to the Partnership in exchange for 30.8 million newly issued Class H Units of ETP that, when combined with the 50.2 million previously issued Class H Units, generally entitle ETE to receive 90.05% of the cash distributions and other economic attributes of the general partner interest and IDRs of Sunoco Logistics (the “Bakken Pipeline Transaction”). In connection with this transaction, the Partnership also issued to ETE 100 Class I Units that provide distributions to ETE to offset IDR subsidies previously provided to ETP. These IDR subsidies, including the impact from distributions on Class I Units, were reduced by $55 million in 2015 and $30 million in 2016.
In October 2015, Sunoco Logistics completed the previously announced acquisition of a 40% membership interest (the “Bakken Membership Interest”) in Bakken Holdings Company LLC (“Bakken Holdco”). Bakken Holdco, through its wholly-owned subsidiaries, owns a 75% membership interest in each of Dakota Access, LLC and Energy Transfer Crude Oil Company, LLC, which together intend to develop the Bakken Pipeline system to deliver crude oil from the Bakken/Three Forks production area in North Dakota to the Gulf Coast. ETP transferred the Bakken Membership Interest to Sunoco Logistics in exchange for approximately 9.4 million Class B Units representing limited partner interests in Sunoco Logistics and the payment by Sunoco Logistics to ETP of $382 million of cash, which represented reimbursement for its proportionate share of the total cash contributions made in the Bakken Pipeline project as of the date of closing of the exchange transaction.
Regency Merger
On April 30, 2015, a wholly-owned subsidiary of the Partnership merged with Regency, with Regency surviving as a wholly-owned subsidiary of the Partnership (the “Regency Merger”). Each Regency common unit and Class F unit was converted into the right to receive 0.4124 Partnership common units. ETP issued 172.2 million Partnership common units to Regency unitholders, including 15.5 million units issued to Partnership subsidiaries. The 1.9 million outstanding Regency series A preferred units were converted into corresponding new Partnership Series A Preferred Units on a one-for-one basis.
In connection with the Regency Merger, ETE agreed to reduce the incentive distributions it receives from the Partnership by a total of $320 million over a five-year period. The IDR subsidy was $80 million for the year ended December 31, 2015 and will total $60 million per year for the following four years.
The Regency Merger was a combination of entities under common control; therefore, Regency’s assets and liabilities were not adjusted. The Partnership’s consolidated financial statements have been retrospectively adjusted to reflect consolidation of Regency for all prior periods subsequent to May 26, 2010 (the date ETE acquired Regency’s general partner). Predecessor equity included on the consolidated financial statements represents Regency’s equity prior to the Regency Merger.
ETP has assumed all of the obligations of Regency and Regency Energy Finance Corp., of which ETP was previously a co-obligor or parent guarantor.
2014 Transactions
MACS to Sunoco LP
In October 2014, Sunoco LP acquired MACS from a subsidiary of ETP in a transaction valued at approximately $768 million (the “MACS Transaction”). The transaction included approximately 110 company-operated retail convenience stores and 200 dealer-operated and consignment sites from MACS, which had originally been acquired by ETP in October 2013. The consideration paid by Sunoco LP consisted of approximately 4 million Sunoco LP common units issued to ETP and $556 million in cash, subject to customary closing adjustments. Sunoco LP initially financed the cash portion by utilizing availability under its revolving credit facility. In October 2014 and November 2014, Sunoco LP partially repaid borrowings on its revolving credit facility with aggregate net proceeds of $405 million from a public offering of 9.1 million Sunoco LP common units.

Susser Merger
In August 2014, ETP and Susser completed the merger of an indirect wholly-owned subsidiary of ETP, with and into Susser, with Susser surviving the merger as a subsidiary of ETP for total consideration valued at approximately $1.8 billion (the “Susser Merger”). The total consideration paid in cash was approximately $875 million and the total consideration paid in equity was approximately 15.8 million ETP Common Units. The Susser Merger broadens our retail geographic footprint and provides synergy opportunities and a platform for future growth.
In connection with the Susser Merger, ETP acquired an indirect 100% equity interest in Susser and the general partner interest and the incentive distribution rights in Sunoco LP, approximately 11 million Sunoco LP common and subordinated units, and Susser’s existing retail operations, consisting of 630 convenience store locations.
Effective with the closing of the transaction, Susser ceased to be a publicly traded company and its common stock discontinued trading on the NYSE.
Summary of Assets Acquired and Liabilities Assumed
We accounted for the Susser Merger using the acquisition method of accounting, which requires, among other things, that assets acquired and liabilities assumed be recognized on the balance sheet at their fair values as of the acquisition date.
The following table summarizes the assets acquired and liabilities assumed recognized as of the merger date:
  Susser
Total current assets $446
Property, plant and equipment 1,069
Goodwill(1)
 1,734
Intangible assets 611
Other non-current assets 17
  3,877
   
Total current liabilities 377
Long-term debt, less current maturities 564
Deferred income taxes 488
Other non-current liabilities 39
Noncontrolling interest 626
  2,094
Total consideration 1,783
Cash received 67
Total consideration, net of cash received $1,716
(1)
None of the goodwill is expected to be deductible for tax purposes.
The fair values of the assets acquired and liabilities assumed were determined using various valuation techniques, including the income and market approaches.
ETP incurred merger related costs related to the Susser Merger of $25 million during the year ended December 31, 2014. Our consolidated statements of operations for the year ended December 31, 2014 reflected revenue and net income related to Susser of $2.32 billion and $105 million, respectively.
No pro forma information has been presented, as the impact of these acquisitions was not material in relation to ETP’s consolidated results of operations.
Regency’s Acquisition of Eagle Rock’s Midstream Business
On July 1, 2014, Regency acquired Eagle Rock’s midstream business (the “Eagle Rock Midstream Acquisition”) for $1.3 billion, including the assumption of $499 million of Eagle Rock’s 8.375% senior notes due 2019. The remainder of the purchase price was funded by $400 million in Regency Common Units sold to a wholly-owned subsidiary of ETE, 8.2 million

Regency Common Units issued to Eagle Rock and borrowings under Regency’s revolving credit facility. Our consolidated statement of operations for the year ended December 31, 2014 included revenues and net income attributable to Eagle Rock’s operations of $903 million and $30 million, respectively.
The total purchase price was allocated as follows:
AssetsAt July 1, 2014
Current assets$120
Property, plant and equipment1,295
Other non-current assets4
Goodwill49
Total assets acquired1,468
Liabilities 
Current liabilities116
Long-term debt499
Other non-current liabilities12
Total liabilities assumed627
  
Net assets acquired$841
The fair values of the assets acquired and liabilities assumed were determined using various valuation techniques, including the income and market approaches.
Regency’s Acquisition of PVR Partners, L.P.
On March 21, 2014, Regency acquired PVR for a total purchase price of $5.7 billion (based on Regency’s closing price of $27.82 per Regency Common Unit on March 21, 2014), including $1.8 billion principal amount of assumed debt (the “PVR Acquisition”). PVR unitholders received (on a per unit basis) 1.02 Regency Common Units and a one-time cash payment of $36 million, which was funded through borrowings under Regency’s revolving credit facility. Our consolidated statement of operations for the year ended December 31, 2014 included revenues and net income attributable to PVR’s operations of $956 million and $166 million, respectively.
The total purchase price was allocated as follows:
AssetsAt March 21, 2014
Current assets$149
Property, plant and equipment2,716
Investment in unconsolidated affiliates62
Intangible assets (average useful life of 30 years)2,717
Goodwill(1)
370
Other non-current assets18
Total assets acquired6,032
Liabilities 
Current liabilities168
Long-term debt1,788
Premium related to senior notes99
Non-current liabilities30
Total liabilities assumed2,085
Net assets acquired$3,947
(1)None of the goodwill is expected to be deductible for tax purposes.

The fair values of the assets acquired and liabilities assumed were determined using various valuation techniques, including the income and market approaches.
Lake Charles LNG Transaction
On February 19, 2014, ETP completed the transfer to ETE of Lake Charles LNG, the entity that owns a LNG regasification facility in Lake Charles, Louisiana, in exchange for the redemption by ETP of 18.7 million ETP Common Units held by ETE (the “Lake Charles LNG Transaction”). This transaction was effective as of January 1, 2014, at which time ETP deconsolidated Lake Charles LNG, including goodwill of $184 million and intangible assets of $50 million related to Lake Charles LNG. The results of Lake Charles LNG’s operations have not been presented as discontinued operations and Lake Charles LNG’s assets and liabilities have not been presented as held for sale in the Partnership’s consolidated financial statements due to the continuing involvement among the entities.
In connection with ETE’s acquisition of Lake Charles LNG, ETP agreed to continue to provide management services for ETE through 2015 in relation to both Lake Charles LNG’s regasification facility and the development of a liquefaction project at Lake Charles LNG’s facility, for which ETE has agreed to pay incremental management fees to ETP of $75 million per year for the years ending December 31, 2014 and 2015. ETE also agreed to provide additional subsidies to ETP through the relinquishment of future incentive distributions, as discussed further in Note 8.
Panhandle Merger
On January 10, 2014, Panhandle consummated a merger with Southern Union, the indirect parent of Panhandle at the time of the merger, and PEPL Holdings, a wholly-owned subsidiary of Southern Union and the sole limited partner of Panhandle at the time of the merger, pursuant to which each of Southern Union and PEPL Holdings were merged with and into Panhandle (the “Panhandle Merger”), with Panhandle surviving the Panhandle Merger. In connection with the Panhandle Merger, Panhandle assumed Southern Union’s obligations under its 7.6% senior notes due 2024, 8.25% senior notes due 2029 and the junior subordinated notes due 2066. At the time of the Panhandle Merger, Southern Union did not have material operations of its own, other than its ownership of Panhandle and noncontrolling interests in PEI Power II, LLC, Regency (31.4 million common units and 6.3 million Class F Units, all of which have subsequently converted into ETP common units), and ETP (2.2 million Common Units).
4.ADVANCES TO AND INVESTMENTS IN UNCONSOLIDATED AFFILIATES:
The carrying values of the Partnership’s investments in unconsolidated affiliates as of December 31, 2016 and 2015 were as follows:
 December 31,
 2016 2015
Citrus$1,729
 $1,739
AmeriGas82
 80
FEP101
 115
MEP318
 660
HPC382
 402
Sunoco LP1,225
 1,380
Others443
 627
Total$4,280
 $5,003
Citrus
ETP owns CrossCountry, which in turn owns a 50% interest in Citrus. The other 50% interest in Citrus is owned by a subsidiary of KMI. Citrus owns 100% of FGT, a natural gas pipeline system that originates in Texas and delivers natural gas to the Florida peninsula.
AmeriGas
In 2012, we received 29.6 million AmeriGas common units in connection with the contribution of our propane operations. During the year ended December 31, 2014, we sold 18.9 million AmeriGas common units for net proceeds of $814 million.

As of December 31, 2016, the Partnership’s remaining interest in AmeriGas common units consisted of 3.1 million units held by a wholly-owned captive insurance company and is reflected in the all other segment.
FEP
We have a 50% interest in FEP which owns an approximately 185-mile natural gas pipeline that originates in Conway County, Arkansas, continues eastward through White County, Arkansas and terminates at an interconnect with Trunkline Gas Company in Panola County, Mississippi. Our investment in FEP is reflected in the interstate transportation and storage segment.
MEP
We own a 50% interest in MEP, which owns approximately 500 miles of natural gas pipeline that extends from Southeast Oklahoma, across Northeast Texas, Northern Louisiana and Central Mississippi to an interconnect with the Transcontinental natural gas pipeline system in Butler, Alabama. Our investment in MEP is reflected in the interstate transportation and storage segment. The Partnership evaluated its investment in MEP for impairment as of September 30, 2016, based on FASB Accounting Standards Codification 323, Investments - Equity Method and Joint Ventures. Based on commercial discussions with current and potential shippers on MEP regarding the outlook for long-term transportation contract rates, the Partnership concluded that the fair value of its investment was other than temporarily impaired, resulting in a non-cash impairment of $308 million during the year ended December 31, 2016.
HPC
We own a 49.99% interest in HPC, which, through its ownership of RIGS, delivers natural gas from northwest Louisiana to downstream pipelines and markets through a 450-mile intrastate pipeline system. Our investment in HPC is reflected in the intrastate transportation and storage segment.
Sunoco LP
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 the Partnership. As a result, the Partnership deconsolidated Sunoco LP, and its remaining investment in Sunoco LP is accounted for under the equity method. As of December 31, 2016, the Partnership’s interest in Sunoco LP common units consisted of 43.5 million units, representing 44.3% of Sunoco LP’s total outstanding common units, and is reflected in the all other segment.
Summarized Financial Information
The following tables present aggregated selected balance sheet and income statement data for our unconsolidated affiliates, AmeriGas, Citrus, FEP, HPC, MEP and Sunoco LP (on a 100% basis) for all periods presented:
 December 31,
 2016 2015
Current assets$2,109
 $1,646
Property, plant and equipment, net13,355
 12,611
Other assets6,557
 5,485
Total assets$22,021
 $19,742
    
Current liabilities$2,547
 $1,517
Non-current liabilities12,899
 10,428
Equity6,575
 7,797
Total liabilities and equity$22,021
 $19,742
 Years Ended December 31,
 2016 2015 2014
Revenue$19,207
 $20,961
 $4,925
Operating income933
 1,620
 1,071
Net income196
 894
 577

In addition to the equity method investments described above we have other equity method investments which are not significant to our consolidated financial statements.
5.NET INCOME (LOSS) PER LIMITED PARTNER UNIT:
The following table provides a reconciliation of the numerator and denominator of the basic and diluted income (loss) per unit.
 Years Ended December 31,
 2016 2015 2014
Income from continuing operations$624
 $1,521
 $1,235
Less: Income from continuing operations attributable to noncontrolling interest327
 157
 116
Less: Loss from continuing operations attributable to predecessor
 (34) (153)
Income from continuing operations, net of noncontrolling interest297
 1,398
 1,272
General Partner’s interest in income from continuing operations948
 1,064
 513
Class H Unitholder’s interest in income from continuing operations351
 258
 217
Class I Unitholder’s interest in income from continuing operations8
 94
 
Common Unitholders’ interest in income (loss) from continuing operations(1,010) (18) 542
Additional earnings allocated to General Partner(10) (5) (4)
Distributions on employee unit awards, net of allocation to General Partner(19) (16) (13)
Income (loss) from continuing operations available to Common Unitholders$(1,039) $(39) $525
Weighted average Common Units – basic505.5
 432.8
 331.5
Basic income (loss) from continuing operations per Common Unit$(2.06) $(0.09) $1.58
      
Income (loss) from continuing operations available to Common Unitholders$(1,039) $(39) $525
Loss attributable to ETP Series A Preferred Units
 (6) 
 $(1,039) $(45) $525
Weighted average Common Units – basic505.5
 432.8
 331.5
Dilutive effect of unvested Unit Awards
 
 1.3
Dilutive effect of Preferred Units
 0.7
 
Weighted average Common Units – diluted505.5
 433.5
 332.8
Diluted income (loss) from continuing operations per Common Unit$(2.06) $(0.10) $1.58
Basic income from discontinued operations per Common Unit$
 $
 $0.19
Diluted income from discontinued operations per Common Unit$
 $
 $0.19
6.DEBT OBLIGATIONS:
Our debt obligations consist of the following:
 December 31,
 2016 2015
ETP Debt   
6.125% Senior Notes due February 15, 2017$400
 $400
2.50% Senior Notes due June 15, 2018650
 650
6.70% Senior Notes due July 1, 2018600
 600
9.70% Senior Notes due March 15, 2019400
 400

9.00% Senior Notes due April 15, 2019450
 450
5.75% Senior Notes due September 1, 2020400
 400
4.15% Senior Notes due October 1, 20201,050
 1,050
6.50% Senior Notes due July 15, 2021500
 500
4.65% Senior Notes due June 1, 2021800
 800
5.20% Senior Notes due February 1, 20221,000
 1,000
5.875% Senior Notes due March 1, 2022900
 900
5.00% Senior Notes due October 1, 2022700
 700
3.60% Senior Notes due February 1, 2023800
 800
5.50% Senior Notes due April 15, 2023700
 700
4.50% Senior Notes due November 1, 2023600
 600
4.90% Senior Notes due February 1, 2024350
 350
7.60% Senior Notes due February 1, 2024277
 277
4.05% Senior Notes due March 15, 20251,000
 1,000
4.75% Senior Notes due January 15, 20261,000
 1,000
8.25% Senior Notes due November 15, 2029267
 267
4.90% Senior Notes due March 15, 2035500
 500
6.625% Senior Notes due October 15, 2036400
 400
7.50% Senior Notes due July 1, 2038550
 550
6.05% Senior Notes due June 1, 2041700
 700
6.50% Senior Notes due February 1, 20421,000
 1,000
5.15% Senior Notes due February 1, 2043450
 450
5.95% Senior Notes due October 1, 2043450
 450
5.15% Senior Notes due March 15, 20451,000
 1,000
6.125% Senior Notes due December 15, 20451,000
 1,000
Floating Rate Junior Subordinated Notes due November 1, 2066546
 545
ETP $3.75 billion Revolving Credit Facility due November 20192,777
 1,362
Unamortized premiums, discounts and fair value adjustments, net(18) (21)
Deferred debt issuance costs(132) (147)
 22,067
 20,633
Transwestern Debt   
5.54% Senior Notes due November 17, 2016
 125
5.64% Senior Notes due May 24, 201782
 82
5.36% Senior Notes due December 9, 2020175
 175
5.89% Senior Notes due May 24, 2022150
 150
5.66% Senior Notes due December 9, 2024175
 175
6.16% Senior Notes due May 24, 203775
 75
Unamortized premiums, discounts and fair value adjustments, net
 (1)
Deferred debt issuance costs(1) (2)
 656
 779
Panhandle Debt   
6.20% Senior Notes due November 1, 2017300
 300
7.00% Senior Notes due June 15, 2018400
 400
8.125% Senior Notes due June 1, 2019150
 150
7.60% Senior Notes due February 1, 202482
 82
7.00% Senior Notes due July 15, 202966
 66
8.25% Senior Notes due November 15, 202933
 33
Floating Rate Junior Subordinated Notes due November 1, 206654
 54
Unamortized premiums, discounts and fair value adjustments, net50
 75
 1,135
 1,160

Sunoco, Inc. Debt   
5.75% Senior Notes due January 15, 2017400
 400
9.00% Debentures due November 1, 202465
 65
Unamortized premiums, discounts and fair value adjustments, net9
 20
 474
 485
Sunoco Logistics Debt   
6.125% Senior Notes due May 15, 2016
 175
5.50% Senior Notes due February 15, 2020250
 250
4.40% Senior Notes due April 1, 2021600
 600
4.65% Senior Notes due February 15, 2022300
 300
3.45% Senior Notes due January 15, 2023350
 350
4.25% Senior Notes due April 1, 2024500
 500
5.95% Senior Notes due December 1, 2025400
 400
3.90% Senior Notes due July 15, 2026550
 
6.85% Senior Notes due February 15, 2040250
 250
6.10% Senior Notes due February 15, 2042300
 300
4.95% Senior Notes due January 15, 2043350
 350
5.30% Senior Notes due April 1, 2044700
 700
5.35% Senior Notes due May 15, 2045800
 800
Sunoco Logistics $2.50 billion Revolving Credit Facility due March 20201,292
 562
Sunoco Logistics $1.0 billion 364-Day Credit Facility due December 2017(1)630
 
Unamortized premiums, discounts and fair value adjustments, net75
 85
Deferred debt issuance costs(34) (32)
 7,313
 5,590
Bakken Project Debt   
Bakken Project $2.50 billion Credit Facility due August 20191,100
 
Deferred debt issuance costs(13) 
 1,087
 
PennTex Debt   
PennTex $275 million Revolving Credit Facility due December 2019168
 
    
Other30
 32
 32,930
 28,679
Less: current maturities1,189
 126
 $31,741
 $28,553
(1)
Sunoco Logistics’ $1.0 billion 364-Day Credit Facility, including its $630 million term loan, were classified as long-term debt as of December 31, 2016 as Sunoco Logistics has the ability and intent to refinance such borrowings on a long-term basis.
The following table reflects future maturities of long-term debt for each of the next five years and thereafter. These amounts exclude $64 million in unamortized net premiums, fair value adjustments and deferred debt issuance costs:
2017 $1,812
2018 1,650
2019 5,045
2020 3,167
2021 1,900
Thereafter 19,420
Total $32,994

Long-term debt reflected on our consolidated balance sheets includes fair value adjustments related to interest rate swaps, which represent fair value adjustments that had been recorded in connection with fair value hedge accounting prior to the termination of the interest rate swap.
ETP as Co-Obligor of Sunoco, Inc. Debt
In connection with the Sunoco Merger and ETP Holdco Transaction, ETP became a co-obligor on approximately $965 million of aggregate principal amount of Sunoco, Inc.’s existing senior notes and debentures. The balance of these notes was $465 million as of December 31, 2016, and $400 million matured and was repaid in January 2017.
ETP Senior Notes Offerings
In January 2017, ETP issued $600 million aggregate principal amount of 4.20% senior notes due April 2027 and $900 million aggregate principal amount of 5.30% senior notes due April 2047. ETP used the $1.48 billion net proceeds from the offering to refinance current maturities and to repay borrowings outstanding under the ETP Credit Facility.
The ETP senior notes were registered under the Securities Act of 1933 (as amended). The Partnership may redeem some or all of the ETP senior notes at any time, or from time to time, pursuant to the terms of the indenture and related indenture supplements related to the ETP senior notes. The balance is payable upon maturity. Interest on the ETP senior notes is paid semi-annually.
The ETP senior notes are unsecured obligations of the Partnership and the obligation of the Partnership to repay the ETP senior notes is not guaranteed by any of the Partnership’s subsidiaries. As a result, the ETP senior notes effectively rank junior to any future indebtedness of ours or our subsidiaries that is both secured and unsubordinated to the extent of the value of the assets securing such indebtedness, and the ETP senior notes effectively rank junior to all indebtedness and other liabilities of our existing and future subsidiaries.
Transwestern Senior Notes
The Transwestern senior notes are redeemable at any time in whole or pro rata, subject to a premium or upon a change of control event or an event of default, as defined. The balance is payable upon maturity. Interest is paid semi-annually.
Panhandle Junior Subordinated Notes
The interest rate on the remaining portion of Panhandle’s junior subordinated notes due 2066 is a variable rate based upon the three-month LIBOR rate plus 3.0175%. The balance of the variable rate portion of the junior subordinated notes was $54 million at an effective interest rate of 3.77% at December 31, 2016.
Sunoco Logistics Senior Notes Offerings
In July 2016, Sunoco Logistics issued $550 million aggregate principal amount of 3.90% senior notes due in July 2026. The net proceeds from this offering were used to repay outstanding credit facility borrowings and for general partnership purposes.
Credit Facilities and Commercial Paper
ETP Credit Facility
The ETP Credit Facility allows for borrowings of up to $3.75 billion and matures on November 18, 2019. The indebtedness under the ETP Credit Facility is unsecured, is not guaranteed by any of the Partnership’s subsidiaries and has equal rights to holders of our current and future unsecured debt. The indebtedness under the ETP Credit Facility has the same priority of payment as our other current and future unsecured debt. We use the ETP Credit Facility to provide temporary financing for our growth projects, as well as for general partnership purposes.
As of December 31, 2016, the ETP Credit Facility had $2.78 billion outstanding, and the amount available for future borrowings was $813 million after taking into account letters of credit of $160 million and commercial paper of $777 million. The weighted average interest rate on the total amount outstanding as of December 31, 2016 was 2.20%.
Sunoco Logistics Credit Facilities
Sunoco Logistics maintains a $2.50 billion unsecured revolving credit agreement (the “Sunoco Logistics Credit Facility”), which matures in March 2020. The Sunoco Logistics Credit Facility contains an accordion feature, under which the total aggregate commitment may be increased to $3.25 billion under certain conditions.

The Sunoco Logistics Credit Facility is available to fund Sunoco Logistics’ working capital requirements, to finance acquisitions and capital projects, to pay distributions and for general partnership purposes. The Sunoco Logistics Credit Facility bears interest at LIBOR or the Base Rate, based on Sunoco Logistics’ election for each interest period, plus an applicable margin. The credit facility may be prepaid at any time. As of December 31, 2016, the Sunoco Logistics Credit Facility had $1.29 billion of outstanding borrowings, which included commercial paper of $50 million. The weighted average interest rate on the total amount outstanding as of December 31, 2016 was 1.76%.
In December 2016, Sunoco Logistics entered into an agreement for a 364-day maturity credit facility ("364-Day Credit Facility"), due to mature in December 2017, with a total lending capacity of $1.00 billion, including a $630 million term loan. The terms of the 364-Day Credit Facility are similar to those of the $2.50 billion Sunoco Logistics Credit Facility, including limitations on the creation of indebtedness, liens and financial covenants. The 364-Day Credit Facility is expected to be terminated and repaid in connection with the completion of the ETP and Sunoco Logistics merger.
Bakken Credit Facility
In August 2016, ETP, Sunoco Logistics and Phillips 66 announced the completion of the project-level financing of the Dakota Access Pipeline and Energy Transfer Crude Oil Pipeline projects (collectively, the “Bakken Pipeline”). The $2.50 billion credit facility is anticipated to provide substantially all of the remaining capital necessary to complete the projects and matures in August 2019 (the “Bakken Credit Facility”). As of December 31, 2016, the Bakken Credit Facility had $1.10 billion of outstanding borrowings. The weighted average interest rate on the total amount outstanding as of December 31, 2016 was 2.13%.
PennTex Revolving Credit Facility
On December 19, 2014, PennTex entered into a senior secured revolving credit facility with Royal Bank of Canada, as administrative agent, and a syndicate of lenders that became effective upon the closing of PennTex’s initial public offering and matures in December 2019 (the “PennTex Revolving Credit Facility”). The agreement provides for a $275 million commitment that is expandable up to $400 million under certain conditions. The funds have been used for general purposes, including the funding of capital expenditures. PennTex’s assets have been pledged as collateral for this credit facility.
As of December 31, 2016, PennTex had $106 million of available borrowing capacity under the PennTex Revolving Credit Facility. As of December 31, 2016, the weighted average interest rate on outstanding borrowings was 2.90%.
Covenants Related to Our Credit Agreements
Covenants Related to ETP
The agreements relating to the ETP senior notes contain restrictive covenants customary for an issuer with an investment-grade rating from the rating agencies, which covenants include limitations on liens and a restriction on sale-leaseback transactions.
The ETP Credit Facility contains covenants that limit (subject to certain exceptions) the Partnership’s and certain of the Partnership’s subsidiaries’ ability to, among other things:
incur indebtedness;
grant liens;
enter into mergers;
dispose of assets;
make certain investments;
make Distributions (as defined in the ETP Credit Facility) during certain Defaults (as defined in the ETP Credit Facility) and during any Event of Default (as defined in the ETP Credit Facility);
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.

The credit agreement relating to the ETP Credit Facility also contains a financial covenant that provides that the Leverage Ratio, as defined in the ETP Credit Facility, shall not exceed 5.0 to 1 as of the end of each quarter, with a permitted increase to 5.5 to 1 during a Specified Acquisition Period, as defined in the ETP Credit Facility.
The agreements relating to the Transwestern senior notes contain certain restrictions that, among other things, limit the incurrence of additional debt, the sale of assets and the payment of dividends and specify a maximum debt to capitalization ratio.
Failure to comply with the various restrictive and affirmative covenants of our revolving credit facilities could require us to pay debt balances prior to scheduled maturity and could negatively impact the Operating Companies’ ability to incur additional debt and/or our ability to pay distributions.
Covenants Related to Panhandle
Panhandle is not party to any lending agreement that would accelerate the maturity date of any obligation due to a failure to maintain any specific credit rating, nor would a reduction in any credit rating, by itself, cause an event of default under any of Panhandle’s lending agreements. Financial covenants exist in certain of Panhandle’s debt agreements that require Panhandle to maintain a certain level of net worth, to meet certain debt to total capitalization ratios and to meet certain ratios of earnings before depreciation, interest and taxes to cash interest expense. A failure by Panhandle to satisfy any such covenant would give rise to an event of default under the associated debt, which could become immediately due and payable if Panhandle did not cure such default within any permitted cure period or if Panhandle did not obtain amendments, consents or waivers from its lenders with respect to such covenants.
Panhandle’s restrictive covenants include restrictions on debt levels, restrictions on liens securing debt and guarantees, restrictions on mergers and on the sales of assets, capitalization requirements, dividend restrictions, cross default and cross-acceleration and prepayment of debt provisions. A breach of any of these covenants could result in acceleration of Panhandle’s debt and other financial obligations and that of its subsidiaries.
In addition, Panhandle and/or its subsidiaries are subject to certain additional restrictions and covenants. These restrictions and covenants include limitations on additional debt at some of its subsidiaries; limitations on the use of proceeds from borrowing at some of its subsidiaries; limitations, in some cases, on transactions with its affiliates; limitations on the incurrence of liens; potential limitations on the abilities of some of its subsidiaries to declare and pay dividends and potential limitations on some of its subsidiaries to participate in Panhandle’s cash management program; and limitations on Panhandle’s ability to prepay debt.
Covenants Related to Sunoco Logistics
The Sunoco Logistics Credit Facility contains various covenants, including limitations on the creation of indebtedness and liens, and other covenants related to the operation and conduct of the business of Sunoco Logistics and its subsidiaries. The Sunoco Logistics Credit Facility also limits Sunoco Logistics, on a rolling four-quarter basis, to a maximum total Consolidated Funded Indebtedness to Consolidated EBITDA ratio, each as defined in the Sunoco Logistics Credit Facility, of 5.0 to 1, which can generally be increased to 5.5 to 1 during an acquisition period. Sunoco Logistics’ ratio of total Consolidated Funded Indebtedness, excluding net unamortized fair value adjustments, to Consolidated EBITDA was 4.4 to 1 at December 31, 2016, as calculated in accordance with the credit agreements.
Covenants Related to Bakken Credit Facility
The Bakken Credit Facility contains standard and customary covenants for a financing of this type, subject to materiality, knowledge and other qualifications, thresholds, reasonableness and other exceptions. These standard and customary covenants include, but are not limited to:
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.
A restricted payment covenant is also included in the Bakken Credit Facility which requires a minimum historic debt service coverage ratio (“DSCR”) of not less than 1.20 to 1 (the “Minimum Historic DSCR”) with respect each 12-month period following the commercial in-service date of the Dakota Access and ETCO Project in order to make certain restricted payments thereunder.
Covenants Related to PennTex
The PennTex Revolving Credit Facility contains various covenants and restrictive provisions that, among other things, limit or restrict PennTex’s ability to incur or guarantee additional debt, incur certain liens on assets, dispose of assets, make certain distributions (including distributions from available cash, if a default or event of default under the credit agreement then exists or would result from making such a distribution), change the nature of PennTex’s business, engage in certain mergers or make certain investments and acquisitions, enter into non-arm’s-length transactions with affiliates and designate certain subsidiaries of PennTex as “Unrestricted Subsidiaries” for purposes of the credit agreement. Currently, no subsidiaries have been designated as Unrestricted Subsidiaries. PennTex is required to comply with a minimum consolidated interest coverage ratio of 2.50x and a maximum consolidated leverage ratio of 4.75x under the PennTex Revolving Credit Facility.
The borrowed amounts accrue interest at a LIBOR rate or a base rate, based on PennTex’s election for each interest period, plus an applicable margin. The applicable margin used in connection with the interest rates and fees is based on the then applicable Consolidated Total Leverage Ratio (as defined therein). The applicable margin for LIBOR rate loans and letter of credit fees range from 2.00% and 3.25% based on the Consolidated Total Leverage Ratio and the applicable margin for ABR loans ranges from 1.00% to 2.25% based on the Consolidated Total Leverage Ratio. The unused portion of the credit facility is subject to a commitment fee, which is based on the Consolidated Total Leverage Ratio and ranges from 0.35% to 0.50% multiplied by the amount of the unused commitment.
Compliance with our Covenants
We were in compliance with all requirements, tests, limitations, and covenants related to our debt agreements as of December 31, 2016.
7.SERIES A PREFERRED UNITS:
The Series A Preferred Units are mandatorily redeemable on September 2, 2029 for $35 million plus all accrued but unpaid distributions and interest thereon and are reflected as long-term liabilities in our consolidated balance sheets. The Preferred Units are entitled to a preferential quarterly cash distribution of $0.445 per Preferred Unit if outstanding on the record dates of the Partnership’s common unit distributions. Holders of the Preferred Units can elect to convert the ETP Preferred Units to ETP Common Units at any time in accordance with ETP’s partnership agreement. The number of common units issuable upon conversion of the Preferred Units is equal to the issue price of $18.30, plus all accrued but unpaid distributions and interest thereon, divided by the conversion price of $44.37. As of December 31, 2016, the Preferred Units were convertible into 0.9 million ETP Common Units.
In January 2017, ETP repurchased all of its 1.9 million outstanding Series A Preferred Units for cash in the aggregate amount of $53 million.
8.EQUITY:
Limited Partner interests are represented by Common, Class E Units, Class G Units, Class H and Class I Units that entitle the holders thereof to the rights and privileges specified in the Partnership Agreement. No person is entitled to preemptive rights in respect of issuances of equity securities by us, except that ETP GP has the right, in connection with the issuance of any equity security by us, to purchase equity securities on the same terms as equity securities are issued to third parties sufficient to enable ETP GP and its affiliates to maintain the aggregate percentage equity interest in us as ETP GP and its affiliates owned immediately prior to such issuance.
IDRs represent the contractual right to receive an increasing percentage of quarterly distributions of Available Cash (as defined in our Partnership Agreement) from operating surplus after the minimum quarterly distribution has been paid. Please read “Quarterly Distributions of Available Cash” below. ETP GP, a wholly-owned subsidiary of ETE, owns all of the IDRs.

Common Units
The change in Common Units was as follows:
 Years Ended December 31,
 2016 2015 2014
Number of Common Units, beginning of period505.6
 355.5
 333.8
Common Units redeemed in connection with certain transactions(17.8) (51.8) (18.7)
Common Units issued in connection with certain acquisitions8.9
 172.2
 15.8
Common Units issued in connection with the Distribution Reinvestment Plan6.6
 7.7
 2.8
Common Units issued in connection with Equity Distribution Agreements26.1
 21.1
 21.4
Issuance of Common Units under equity incentive plans0.5
 0.9
 0.4
Number of Common Units, end of period529.9
 505.6
 355.5
Our Common Units are registered under the Securities Exchange Act of 1934 (as amended) and are listed for trading on the NYSE. Each holder of a Common Unit is entitled to one vote per unit on all matters presented to the Limited Partners for a vote. In addition, if at any time any person or group (other than our General Partner and its affiliates) owns beneficially 20% or more of all Common Units, any Common Units owned by that person or group may not be voted on any matter and are not considered to be outstanding when sending notices of a meeting of Unitholders (unless otherwise required by law), calculating required votes, determining the presence of a quorum or for other similar purposes under the Partnership Agreement. The Common Units are entitled to distributions of Available Cash as described below under “Quarterly Distributions of Available Cash.”
Equity Distribution Program
From time to time, we have sold Common Units through equity distribution agreements. Such sales of Common Units are made by means of ordinary brokers’ transactions on the NYSE at market prices, in block transactions or as otherwise agreed between us and the sales agent which is the counterparty to the equity distribution agreements.
In July 2016, the Partnership entered into an equity distribution agreement with an aggregate offering price up to $1.50 billion. During the year ended December 31, 2016, we issued 26.1 million units for $891 million, net of commissions of $8 million. As of December 31, 2016, $936 million of our Common Units remained available to be issued under our currently effective equity distribution agreement.
Equity Incentive Plan Activity
We issue Common Units to employees and directors upon vesting of awards granted under our equity incentive plans. Upon vesting, participants in the equity incentive plans may elect to have a portion of the Common Units to which they are entitled withheld by the Partnership to satisfy tax-withholding obligations.
Distribution Reinvestment Program
Our Distribution Reinvestment Plan (the “DRIP”) provides Unitholders of record and beneficial owners of our Common Units a voluntary means by which they can increase the number of ETP Common Units they own by reinvesting the quarterly cash distributions they would otherwise receive in the purchase of additional Common Units.
During the years ended December 31, 2016, 2015 and 2014, aggregate distributions of $216 million, $360 million, and $155 million, respectively, were reinvested under the DRIP resulting in the issuance in aggregate of 17.1 million Common Units.
As of December 31, 2016, a total of 4.9 million Common Units remain available to be issued under the existing registration statement.
January 2017 Private Placement
In January 2017, the Partnership sold 15.8 million ETP Common Units to ETE in a private placement transaction for gross proceeds of approximately $568 million.

Class E Units
The Class E Units are entitled to aggregate cash distributions equal to 11.1% of the total amount of cash distributed to all Unitholders, including the Class E Unitholders, up to $1.41 per unit per year, with any excess thereof available for distribution to Unitholders other than the holders of Class E Units in proportion to their respective interests. The Class E Units are treated as treasury units for accounting purposes because they are owned by a subsidiary of ETP Holdco, Heritage Holdings, Inc. Although no plans are currently in place, management may evaluate whether to retire some or all of the Class E Units at a future date. All of the 8.9 million Class E Units outstanding are held by a subsidiary and are reported as treasury units.
Class G Units
In conjunction with the Sunoco Merger, we amended our partnership agreement to create Class F Units. The number of Class F Units issued was determined at the closing of the Sunoco Merger and equaled 90.7 million, which included 40 million Class F Units issued in exchange for cash contributed by Sunoco, Inc. to us immediately prior to or concurrent with the closing of the Sunoco Merger. The Class F Units generally did not have any voting rights. The Class F Units were entitled to aggregate cash distributions equal to 35% of the total amount of cash generated by us and our subsidiaries, other than ETP Holdco, and available for distribution, up to a maximum of $3.75 per Class F Unit per year. In April 2013, all of the outstanding Class F Units were exchanged for Class G Units on a one-for-one basis. The Class G Units have terms that are substantially the same as the Class F Units, with the principal difference between the Class G Units and the Class F Units being that allocations of depreciation and amortization to the Class G Units for tax purposes are based on a predetermined percentage and are not contingent on whether ETP has net income or loss. These units are held by a subsidiary and therefore are reflected as treasury units in the consolidated financial statements.
Class H Units and Class I Units
Currently Outstanding
Pursuant to an Exchange and Redemption Agreement previously entered into between ETP, ETE and ETE Holdings, ETP redeemed and cancelled 50.2 million of its Common Units representing limited partner interests (the “Redeemed Units”) owned by ETE Holdings on October 31, 2013 in exchange for the issuance by ETP to ETE Holdings of a new class of limited partner interest in ETP (the “Class H Units”), which are generally entitled to (i) allocations of profits, losses and other items from ETP corresponding to 90.05% of the profits, losses, and other items allocated to ETP by Sunoco Partners with respect to the IDRs and general partner interest in Sunoco Logistics held by Sunoco Partners and (ii) distributions from available cash at ETP for each quarter equal to 90.05% of the cash distributed to ETP by Sunoco Partners with respect to the IDRs and general partner interest in Sunoco Logistics held by Sunoco Partners for such quarter and, to the extent not previously distributed to holders of the Class H Units, for any previous quarters.
Bakken Pipeline Transactions
In March 2015, ETE transferred 30.8 million Partnership common units, ETE’s 45% interest in the Bakken Pipeline project, and $879 million in cash to the Partnership in exchange for 30.8 million newly issued Class H Units of ETP that, when combined with the 50.2 million previously issued Class H Units, generally entitle ETE to receive 90.05% of the cash distributions and other economic attributes of the general partner interest and IDRs of Sunoco Logistics (the “Bakken Pipeline Transaction”). In connection with this transaction, the Partnership also issued to ETE 100 Class I Units that provide distributions to ETE to offset IDR subsidies previously provided to ETP. These IDR subsidies, including the impact from distributions on Class I Units, were reduced by $55 million in 2015 and $30 million in 2016.
In connection with the transaction, ETP issued 100 Class I Units. The Class I Units are generally entitled to: (i) pro rata allocations of gross income or gain until the aggregate amount of such items allocated to the holders of the Class I Units for the current taxable period and all previous taxable periods is equal to the cumulative amount of all distributions made to the holders of the Class I Units and (ii) after making cash distributions to Class H Units, any additional available cash deemed to be either operating surplus or capital surplus with respect to any quarter will be distributed to the Class I Units in an amount equal to the excess of the distribution amount set forth in our Partnership Agreement, as amended, (the “Partnership Agreement”) for such quarter over the cumulative amount of available cash previously distributed commencing with the quarter ending March 31, 2015 until the quarter ending December 31, 2016. The impact of (i) the IDR subsidy adjustments and (ii) the Class I Unit distributions, along with the currently effective IDR subsidies, is included in the table below under “Quarterly Distributions of Available Cash.”

Bakken Equity Sale
On August 2, 2016, Bakken Holdings Company LLC, an entity in which ETP indirectly owns a 60% membership interest and Sunoco Logistics indirectly owns a 40% membership interest, agreed to sell a 49% interest in its wholly-owned subsidiary, Bakken Pipeline Investments LLC, to MarEn Bakken Company LLC, an entity jointly owned by Marathon Petroleum Corporation and Enbridge Energy Partners, L.P. for $2.00 billion in cash. This transaction closed in February 2017. Bakken Pipeline Investments LLC indirectly owns a 75% interest in each of Dakota Access, LLC (“Dakota Access”) and Energy Transfer Crude Oil Company, LLC (“ETCO”). The remaining 25% of each of Dakota Access and ETCO is owned by wholly-owned subsidiaries of Phillips 66. ETP will continue to consolidate Dakota Access and ETCO subsequent to this transaction. Upon closing, ETP and Sunoco Logistics collectively own a 38.25% interest in the Dakota Access Pipeline and Energy Transfer Crude Oil Pipeline projects (collectively, the "Bakken Pipeline"), and MarEn Bakken Company owns 36.75% and Phillips 66 owns 25.00% in the Bakken Pipeline.
Class K Units
On December 29, 2016, the Partnership issued to certain of its indirect subsidiaries, in exchange for cash contributions and the exchange of outstanding common units representing limited partner interests in the Partnership, Class K Units, each of which is entitled to a quarterly cash distribution of $0.67275 per Class K Unit prior to ETP making distributions of available cash to any class of units other than the Class H Units and the Class I Units, excluding any cash available distributions or dividends or capital stock sales proceeds received by ETP from ETP Holdco.  As of December 31, 2016, a total of 101,525,429 Class K Units were held by indirect subsidiaries of ETP.
Sales of Common Units by Sunoco Logistics
With respect to our investment in Sunoco Logistics, we account for the difference between the carrying amount of our investment in and the underlying book value arising from the issuance or redemption of units by the respective subsidiary (excluding transactions with us) as capital transactions.
As a result of Sunoco Logistics’ issuances of common units during the year ended December 31, 2016, we recognized increases in partners’ capital of $37 million.
In September and October 2016, a total of 24.2 million common units were issued for net proceeds of $644 million in connection with a public offering and related option exercise. The proceeds from this offering were used to partially fund the acquisition from Vitol.
In March and April 2015, a total of 15.5 million common units were issued in connection with a public offering and related option exercise. Net proceeds of $629 million were used to repay outstanding borrowings under Sunoco Logistics’ $2.50 billion Credit Facility and for general partnership purposes.
In September 2014, Sunoco Logistics completed an overnight public offering of 7.7 million common units for net proceeds of $362 million were used to repay outstanding borrowings under the Sunoco Logistics Credit Facility and for general partnership purposes.
In 2014, Sunoco Logistics entered into equity distribution agreements pursuant to which Sunoco Logistics may sell from time to time common units having aggregate offering prices of up to $1.25 billion. In the fourth quarter of 2015, the aggregate capacity was increased to $2.25 billion. During the year ended December 31, 2016, Sunoco Logistics received proceeds of $744 million, net of commissions of $8 million, from the issuance of 29.1 million common units pursuant to the equity distribution agreement.
Quarterly Distributions of Available Cash
The Partnership Agreement requires that we distribute all of our Available Cash to our Unitholders and our General Partner within forty-five days following the end of each fiscal quarter, subject to the payment of incentive distributions to the holders of IDRs to the extent that certain target levels of cash distributions are achieved. The term Available Cash generally means, with respect to any of our fiscal quarters, all cash on hand at the end of such quarter, plus working capital borrowings after the end of the quarter, less reserves established by the General Partner in its sole discretion to provide for the proper conduct of our business, to comply with applicable laws or any debt instrument or other agreement, or to provide funds for future distributions to partners with respect to any one or more of the next four quarters. Available Cash is more fully defined in our Partnership Agreement.
Our distributions of Available Cash from operating surplus, excluding incentive distributions, to our General Partner and Limited Partner interests are based on their respective interests as of the distribution record date. Incentive distributions

allocated to our General Partner are determined based on the amount by which quarterly distribution to common Unitholders exceed certain specified target levels, as set forth in our Partnership Agreement.
Distributions declared during the periods presented were as follows:
Quarter Ended Record Date Payment Date Rate
December 31, 2013 February 7, 2014 February 14, 2014 $0.9200
March 31, 2014 May 5, 2014 May 15, 2014 0.9350
June 30, 2014 August 4, 2014 August 14, 2014 0.9550
September 30, 2014 November 3, 2014 November 14, 2014 0.9750
December 31, 2014 February 6, 2015 February 13, 2015 0.9950
March 31, 2015 May 8, 2015 May 15, 2015 1.0150
June 30, 2015 August 6, 2015 August 14, 2015 1.0350
September 30, 2015 November 5, 2015 November 16, 2015 1.0550
December 31, 2015 February 8, 2016 February 16, 2016 1.0550
March 31, 2016 May 6, 2016 May 16, 2016 1.0550
June 30, 2016 August 8, 2016 August 15, 2016 1.0550
September 30, 2016 November 7, 2016 November 14, 2016 1.0550
December 31, 2016 February 7, 2017 February 14, 2017 1.0550
ETE agreed to relinquish its right to the following amounts of incentive distributions in future periods, including distributions on Class I Units:
  Total Year
2017 $626
2018 138
2019 128
Each year beyond 2019 33
Sunoco Logistics Quarterly Distributions of Available Cash
Distributions declared during the periods presented were as follows:
Quarter Ended Record Date Payment Date Rate
December 31, 2013 February 10, 2014 February 14, 2014 $0.3312
March 31, 2014 May 9, 2014 May 15, 2014 0.3475
June 30, 2014 August 8, 2014 August 14, 2014 0.3650
September 30, 2014 November 7, 2014 November 14, 2014 0.3825
December 31, 2014 February 9, 2015 February 13, 2015 0.4000
March 31, 2015 May 11, 2015 May 15, 2015 0.4190
June 30, 2015 August 10, 2015 August 14, 2015 0.4380
September 30, 2015 November 9, 2015 November 13, 2015 0.4580
December 31, 2015 February 8, 2016 February 12, 2016 0.4790
March 31, 2016 May 9, 2016 May 13, 2016 0.4890
June 30, 2016 August 8, 2016 August 12, 2016 0.5000
September 30, 2016 November 9, 2016 November 14, 2016 0.5100
December 31, 2016 February 7, 2017 February 14, 2017 0.5200

PennTex Quarterly Distributions of Available Cash
PennTex is required by its partnership agreement to distribute a minimum quarterly distribution of $0.2750 per unit at the end of each quarter. Distributions declared during the periods presented were as follows:
Quarter Ended Record Date Payment Date Rate
September 30, 2016 November 7, 2016 November 14, 2016 $0.2950
December 31, 2016 February 7, 2017 February 14, 2017 0.2950
Accumulated Other Comprehensive Income
The following table presents the components of AOCI, net of tax:
 December 31,
 2016 2015
Available-for-sale securities$2
 $
Foreign currency translation adjustment(5) (4)
Actuarial gain related to pensions and other postretirement benefits7
 8
Investments in unconsolidated affiliates, net4
 
Total AOCI, net of tax$8
 $4
The table below sets forth the tax amounts included in the respective components of other comprehensive income:
 December 31,
 2016 2015
Available-for-sale securities$(2) $(2)
Foreign currency translation adjustment3
 4
Actuarial loss relating to pension and other postretirement benefits
 7
Total$1
 $9
9.UNIT-BASED COMPENSATION PLANS:
ETP Unit-Based Compensation Plan
We have issued equity incentive plans for employees, officers and directors, which provide for various types of awards, including options to purchase ETP Common Units, restricted units, phantom units, Common Units, distribution equivalent rights (“DERs”), Common Unit appreciation rights, and other unit-based awards. As of December 31, 2016, an aggregate total of 1.8 million ETP Common Units remain available to be awarded under our equity incentive plans.
Restricted Units
We have granted restricted unit awards to employees that vest over a specified time period, typically a five-year service vesting requirement, with vesting based on continued employment as of each applicable vesting date. Upon vesting, ETP Common Units are issued. These unit awards entitle the recipients of the unit awards to receive, with respect to each Common Unit subject to such award that has not either vested or been forfeited, a cash payment equal to each cash distribution per Common Unit made by us on our Common Units promptly following each such distribution by us to our Unitholders. We refer to these rights as “distribution equivalent rights.” Under our equity incentive plans, our non-employee directors each receive grants with a five-year service vesting requirement.

The following table shows the activity of the awards granted to employees and non-employee directors:
 Number of Units Weighted Average Grant-Date Fair Value Per Unit
Unvested awards as of December 31, 20154.8
 $47.61
Awards granted2.5
 35.73
Awards vested(0.8) 53.22
Awards forfeited(0.2) 48.39
Unvested awards as of December 31, 20166.3
 41.53
During the years ended December 31, 2016, 2015, and 2014, the weighted average grant-date fair value per unit award granted was $35.73, $35.21 and $60.85, respectively. The total fair value of awards vested was $28 million, $49 million and $26 million, respectively, based on the market price of ETP Common Units as of the vesting date. As of December 31, 2016, a total of 6.3 million unit awards remain unvested, for which ETP expects to recognize a total of $179 million in compensation expense over a weighted average period of 2.1 years.
Cash Restricted Units. The Partnership has also granted cash restricted units, which vest 100% at the end of the third year of service. A cash restricted unit entitles the award recipient to receive cash equal to the market value of one ETP Common Unit upon vesting.
As of December 31, 2016, a total of 0.2 million unvested cash restricted units were outstanding.
Based on the trading price of ETP Common Units at December 31, 2016, the Partnership expects to recognize $3 million of unit-based compensation expense related to non-vested cash restricted units over a period of 1.0 year.
Sunoco Logistics Unit-Based Compensation Plan
Sunoco Logistics’ general partner has a long-term incentive plan for employees and directors, which permits the grant of restricted units, phantom unit awards, unit appreciation rights, unrestricted unit awards and other unit-based awards.
Restricted Units
Sunoco Logistics has granted restricted unit awards to employees and directors that entitle the grantees to receive Sunoco Logistics common units or, at the discretion of the Sunoco Logistics compensation committee, an amount of cash equivalent to the value of common units upon vesting. Sunoco Logistics’ outstanding restricted unit awards are time-vested grants, the vesting of which occurs over a five-year period, and is conditioned solely upon continued employment or service as of the applicable vesting date. These unit awards entitle the grantees of the unit awards to receive an amount of cash equal to the per unit cash distributions made by Sunoco Logistics during the period the restricted unit is outstanding.
The following table summarizes the activity of the Sunoco Logistics restricted unit awards:
 Number of Sunoco Logistics Units Weighted Average Grant-Date Fair Value Per Sunoco Logistics Unit
Unvested awards as of December 31, 20152.5
 $33.16
Awards granted1.3
 23.21
Awards vested(0.5) 34.19
Awards forfeited(0.1) 33.72
Unvested awards as of December 31, 20163.2
 28.57
During the years ended December 31, 2016, 2015 and 2014, the weighted average grant-date fair value per unit award granted was $23.21, $29.54 and $41.59, respectively. The total fair value of restricted unit awards vested for the years ended December 31, 2016, 2015 and 2014, was $12 million, $8 million, and $30 million, respectively, based on the market price of Sunoco Logistics’ common units as of the vesting date. As of December 31, 2016, estimated compensation cost related to non-vested awards not yet recognized was $57 million, and the weighted average period over which this cost is expected to be recognized in expense is 3.0 years.

10.INCOME TAXES:
As a partnership, we are not subject to U.S. federal income tax and most state income taxes. However, the Partnership conducts certain activities through corporate subsidiaries which are subject to federal and state income taxes. The components of the federal and state income tax expense (benefit) are summarized as follows:
 Years Ended December 31,
 2016 2015 2014
Current expense (benefit):     
Federal$18
 $(274) $321
State(35) (51) 86
Total(17) (325) 407
Deferred expense (benefit):     
Federal(173) 231
 (50)
State4
 (29) 1
Total(169) 202
 (49)
Total income tax expense (benefit) from continuing operations$(186) $(123) $358
Historically, our effective rate differed from the statutory rate primarily due to Partnership earnings that are not subject to U.S. federal and most state income taxes at the partnership level. The completion of the Southern Union Merger, Sunoco Merger, ETP Holdco Transaction and Susser Merger (see Note 3) significantly increased the activities conducted through corporate subsidiaries. A reconciliation of income tax expense (benefit) at the U.S. statutory rate to the income tax expense (benefit) attributable to continuing operations for the years ended December 31, 2016, 2015 and 2014 is as follows:
 Years Ended December 31,
 2016 2015 2014
Income tax expense at U.S. statutory rate of 35 percent$154
 $490
 $558
Increase (reduction) in income taxes resulting from:     
Partnership earnings not subject to tax(519) (515) (341)
Nondeductible goodwill included in the Lake Charles LNG Transaction
 
 105
Goodwill impairments223
 
 
State income taxes (net of federal income tax effects)(17) (37) 54
Dividend Received Deduction(15) (24) 
Audit Settlement
 (7) 
Premium on debt retirement
 
 (10)
Foreign
 
 (8)
Other(12) (30) 
Income tax expense (benefit) from continuing operations$(186) $(123) $358

Deferred taxes result from the temporary differences between financial reporting carrying amounts and the tax basis of existing assets and liabilities. The table below summarizes the principal components of the deferred tax assets (liabilities) as follows:
 December 31,
 2016 2015
Deferred income tax assets:   
Net operating losses and alternative minimum tax credit$380
 $155
Pension and other postretirement benefits30
 36
Long term debt32
 61
Other84
 142
Total deferred income tax assets526
 394
Valuation allowance(118) (121)
Net deferred income tax assets$408
 $273
    
Deferred income tax liabilities:   
Properties, plants and equipment$(1,054) $(1,305)
Investment in unconsolidated affiliates(3,728) (2,889)
Trademarks
 (112)
Other(20) (49)
Total deferred income tax liabilities(4,802) (4,355)
Accumulated deferred income taxes$(4,394) $(4,082)
The table below provides a rollforward of the net deferred income tax liability as follows:
 December 31,
 2016 2015
Net deferred income tax liability, beginning of year$(4,082) $(4,331)
ETE Acquisition of general partner of Sunoco LP
 490
Goodwill associated with Sunoco Retail to Sunoco LP transaction (see Note 3)(460) 
Tax provision169
 (202)
Other(21) (39)
Net deferred income tax liability, end of year$(4,394) $(4,082)
ETP Holdco and other corporate subsidiaries have federal net operating loss carryforward of $580 million, all of which will expire in 2032 through 2035. Our corporate subsidiaries have $52 million of federal alternative minimum tax credits at December 31, 2016. Our corporate subsidiaries have state net operating loss carryforward benefits of $124 million, net of federal tax, which expire between 2017 and 2036. A valuation allowance of $118 million is applicable to the state net operating loss carryforward benefits primarily attributable to significant restrictions on their use in the Commonwealth of Pennsylvania.

The following table sets forth the changes in unrecognized tax benefits:
 Years Ended December 31,
 2016 2015 2014
Balance at beginning of year$610
 $440
 $429
Additions attributable to tax positions taken in the current year8
 
 20
Additions attributable to tax positions taken in prior years18
 178
 
Reduction attributable to tax positions taken in prior years(20) 
 (1)
Settlements
 
 (5)
Lapse of statute(1) (8) (3)
Balance at end of year$615
 $610
 $440
As of December 31, 2016, we have $596 million ($554 million after federal income tax benefits) related to tax positions which, if recognized, would impact our effective tax rate. We believe it is reasonably possible that its unrecognized tax benefits may be reduced by $1 million ($0.6 million, net of federal tax) within the next twelve months due to settlement of certain positions.
Our policy is to accrue interest expense and penalties on income tax underpayments (overpayments) as a component of income tax expense. During 2016, we recognized interest and penalties of less than $1 million. At December 31, 2016, we have interest and penalties accrued of $6 million, net of tax.
Sunoco, Inc. has historically included certain government incentive payments as taxable income on its federal and state income tax returns. In connection with Sunoco, Inc.’s 2004 through 2011 years, Sunoco, Inc. filed amended returns with the IRS excluding these government incentive payments from federal taxable income. The IRS denied the amended returns, and Sunoco, Inc. petitioned the Court of Federal Claims (“CFC”) in June 2015 on this issue. In November 2016, the CFC ruled against Sunoco, Inc., and Sunoco, Inc. is appealing this decision to the Federal Circuit. If Sunoco, Inc. is ultimately fully successful in this litigation, it will receive tax refunds of approximately $530 million. However, due to the uncertainty surrounding the litigation, a reserve of $530 million was established for the full amount of the litigation. Due to the timing of the litigation and the related reserve, the receivable and the reserve for this issue have been netted in the financial statements as of December 31, 2016.
In December of 2015, The Pennsylvania Commonwealth Court determined in Nextel Communications v. Commonwealth (“Nextel”) that the Pennsylvania limitation on NOL carryforwards violated the uniformity clause of the Pennsylvania Constitution. Based upon the decision in Nextel, Sunoco, Inc. is recognizing approximately $46 million ($30 million after federal income tax benefits) in tax benefit based on previously filed tax returns and certain previously filed protective claims. However, as the Nextel decision is subject to appeal, and because of uncertainty in the breadth of the application of the decision, we have reserved $9 million ($6 million after federal income tax benefits) against the receivable.
In general, ETP and its subsidiaries are no longer subject to examination by the Internal Revenue Service (“IRS”), and most state jurisdictions, for the 2013 and prior tax years. However, Sunoco, Inc. and its subsidiaries are no longer subject to examination by the IRS for tax years prior to 2007.
Sunoco, Inc. has been examined by the IRS for tax years through 2013. However, statutes remain open for tax years 2007 and forward due to carryback of net operating losses and/or claims regarding government incentive payments discussed above. All other issues are resolved. Though we believe the tax years are closed by statute, tax years 2004 through 2006 are impacted by the carryback of net operating losses and under certain circumstances may be impacted by adjustments for government incentive payments.
ETP and its subsidiaries also have various state and local income tax returns in the process of examination or administrative appeal in various jurisdictions. We believe the appropriate accruals or unrecognized tax benefits have been recorded for any potential assessment with respect to these examinations.
11.REGULATORY MATTERS, COMMITMENTS, CONTINGENCIES AND ENVIRONMENTAL LIABILITIES:
Contingent Residual Support Agreement – AmeriGas
In connection with the closing of the contribution of its propane operations in January 2012, ETP agreed to provide contingent residual support of $1.55 billion of intercompany borrowings made by AmeriGas and certain of its affiliates with maturities

through 2022 from a finance subsidiary of AmeriGas that have maturity dates and repayment terms that mirror those of an equal principal amount of senior notes issued by this finance company subsidiary to third-party purchases. In 2016, AmeriGas repurchased certain of its senior notes, which caused a reduction in the amount supported by ETP under the contingent residual support agreement. In February 2017, AmeriGas repurchased $378 million of its 7.00% senior notes, which reduced the remaining amount supported by ETP to $122 million.
Guarantee of Sunoco LP Notes
In connection with previous transactions whereby Retail Holdings contributed assets to Sunoco LP, Retail Holdings provided a limited contingent guarantee of collection, but not of payment, to Sunoco LP with respect to (i) $800 million principal amount of 6.375% senior notes due 2023 issued by Sunoco LP, (ii) $800 million principal amount of 6.25% senior notes due 2021 issued by Sunoco LP and (iii) $2.035 billion aggregate principal for Sunoco LP’s term loan due 2019. In December 2016, Retail Holdings contributed its interests in Sunoco LP, along with the assignment of the guarantee of Sunoco LP’s senior notes, to its subsidiary, ETC M-A Acquisition LLC.
NGL Pipeline Regulation
We have interests in NGL pipelines located in Texas and New Mexico. We commenced the interstate transportation of NGLs in 2013, which is subject to the jurisdiction of the FERC under the Interstate Commerce Act (“ICA”) and the Energy Policy Act of 1992. Under the ICA, tariff rates must be just and reasonable and not unduly discriminatory and pipelines may not confer any undue preference. The tariff rates established for interstate services were based on a negotiated agreement; however, the FERC’s rate-making methodologies may limit our ability to set rates based on our actual costs, may delay or limit the use of rates that reflect increased costs and may subject us to potentially burdensome and expensive operational, reporting and other requirements. Any of the foregoing could adversely affect our business, revenues and cash flow.
FERC Audit
In March 2016, the FERC commenced an audit of Trunkline for the period from January 1, 2013 to present to evaluate Trunkline’s compliance with the requirements of its FERC gas tariff, the accounting regulations of the Uniform System of Accounts as prescribed by the FERC, and the FERC’s annual reporting requirements. The audit is ongoing.
Commitments
In the normal course of business, ETP purchases, processes and sells natural gas pursuant to long-term contracts and enters into long-term transportation and storage agreements. Such contracts contain terms that are customary in the industry. ETP believes that the terms of these agreements are commercially reasonable and will not have a material adverse effect on its financial position or results of operations.
ETP’s joint venture agreements require that it funds its proportionate share of capital contributions to its unconsolidated affiliates. Such contributions will depend upon ETP’s unconsolidated affiliates’ capital requirements, such as for funding capital projects or repayment of long-term obligations.
We have certain non-cancelable leases for property and equipment, which require fixed monthly rental payments and expire at various dates through 2034. The table below reflects rental expense under these operating leases included in operating expenses in the accompanying statements of operations, which include contingent rentals, and rental expense recovered through related sublease rental income:
  Years Ended December 31,
  2016 2015 2014
Rental expense(1)
 $81
 $176
 $159
Less: Sublease rental income (1) (16) (26)
Rental expense, net $80
 $160
 $133
(1)
Includes contingent rentals totaling $26 million and $24 million for the years ended December 31, 2015 and 2014, respectively.

Future minimum lease commitments for such leases are:
Years Ending December 31: 
2017$38
201830
201928
202028
202135
Thereafter133
Future minimum lease commitments292
Less: Sublease rental income(14)
Net future minimum lease commitments$278
Litigation and Contingencies
We may, from time to time, be involved in litigation and claims arising out of our operations in the normal course of business. Natural gas and crude oil are flammable and combustible. Serious personal injury and significant property damage can arise in connection with their transportation, storage or use. In the ordinary course of business, we are sometimes threatened with or named as a defendant in various lawsuits seeking actual and punitive damages for product liability, personal injury and property damage. We maintain liability insurance with insurers in amounts and with coverage and deductibles management believes are reasonable and prudent, and which are generally accepted in the industry. However, there can be no assurance that the levels of insurance protection currently in effect will continue to be available at reasonable prices or that such levels will remain adequate to protect us from material expenses related to product liability, personal injury or property damage in the future.
Dakota Access Pipeline
During the summer of 2016, individuals affiliated with, or sympathetic to, the Standing Rock Sioux Tribe (the “SRST”) began gathering near a construction site on the Dakota Access pipeline project in North Dakota to protest the development of the pipeline project. Some of the protesters eventually trespassed on to the construction site, tampered with equipment, and disrupted construction activity at the site.  At this time, we are working with the various authorities to mitigate the effects of this largely unlawful protest. We believe that Dakota Access now has the necessary permits and approvals to perform all work on the pipeline project. In response to the protests, Dakota Access filed a lawsuit in federal court in North Dakota to restrain protestors from disrupting construction and also requested a temporary restraining order (“TRO”) against the Chairman of the SRST and the protestors. The U.S. District Court granted Dakota Access’s request for a TRO, and the defendants filed a motion to dismiss the case and dissolve the TRO. The Court later granted the defendants’ motions to dissolve the TRO. Dakota Access filed a response to the defendant’s motion to dismiss, and the Court has yet to rule. At this time, we cannot determine how long the protest will continue or how the legal action will be resolved. Construction work on the pipeline is ongoing, and, barring legal delays, we expect the final portion of the pipeline to be completed in March or April 2017. Additional protests or legal actions may arise in connection with our Dakota Access project or other projects. Trespass on to construction sites or our physical facilities, or other disruptions, could result in further damage to our assets, safety incidents, potential liability or project delays.
In July 2016, the U.S. Army Corps of Engineers (“USACE”) issued permits to Dakota Access consistent with environmental and historic preservation statutes for the pipeline to make two crossings of the Missouri River in North Dakota, including a crossing of the Missouri River at Lake Oahe. The USACE has also issued an easement to allow the pipeline to cross land owned by the USACE adjacent to the Missouri River in two locations. The SRST filed a lawsuit in the U.S. District Court for the District of Columbia against the USACE challenging the legality of the permits issued for the construction of the Dakota Access pipeline across those waterways and claiming violations of the National Historic Preservation Act (“NHPA”). The SRST also sought a preliminary injunction to rescind the USACE permits while the case is pending. Dakota Access’ moved to intervene in the case and that motion was granted by the Court. The SRST has also sought an emergency TRO to stop construction on the pipeline project. On September 9, 2016, the Court denied SRST’s motion for a preliminary injunction. After that decision, the Department of the Army, the Department of Justice, and the Department of the Interior released a joint statement stating that the USACE would not grant the easement for the land adjacent to Lake Oahe until the federal departments completed a review of the SRST’s claims in its lawsuit with respect to the USACE’s compliance with certain federal statutes in connection with its activities related to the granting of the permits. The SRST appealed the denial of the preliminary injunction to the U.S. Court of Appeals for the D.C. Circuit and filed an emergency motion for an injunction pending the

appeal to the U.S. District Court. The U.S. District Court denied SRST’s emergency motion for an injunction pending the appeal. The SRST filed an amended complaint and added claims based on treaties between the tribes and the United States and statues governing the use of government property. The D.C. Circuit denied the SRST’s application for a stay pending appeal and later dismissed the SRST’s appeal of the denied TRO.
In December 2016, the Department of the Army announced that, although its prior actions complied with the law, it intended to conduct further environmental review of the crossing at Lake Oahe. In January 2017, pursuant to a presidential memorandum, the Department of the Army decided that no further environmental review was necessary and delivered Dakota Access an easement to cross Lake Oahe. Construction at the site is ongoing. In the fall of 2016, the Cheyenne River Sioux Tribe intervened alongside the SRST. After USACE gave Dakota Access its final easement, the Cheyenne River Sioux moved for a preliminary injunction and TRO blocking construction. These motions raised, for the first time, claims based on the religious rights of the tribe. The district court denied the TRO and has yet to decide whether to grant a preliminary injunction. The SRST has also moved for summary judgment on its claims against the government based on its treaty rights and the National Environmental Policy Act, and the district court is still considering this motion. Briefing is ongoing.
In addition, the Oglala and Yankton Sioux tribes have filed related lawsuits in an effort to prevent construction of the Dakota Access pipeline project.
While we believe that the pending lawsuits are unlikely to block construction or operation of the pipeline and that construction on the land adjacent to Lake Oahe will be completed in a timely manner, we cannot assure this outcome. Any significant delay imposed by the court will delay the receipt of revenue from this project. We cannot determine when or how these lawsuits will be resolved or the impact they may have on the Dakota Access project.
Mont Belvieu Incident
On June 26, 2016, a hydrocarbon storage well located on another operator’s facility adjacent to Lone Star NGL Mont Belvieu’s (Lone Star) facilities in Mont Belvieu, Texas experienced an over-pressurization resulting in a subsurface release. The subsurface release caused a fire at Lone Star’s South Terminal (CMB) and damage to Lone Star’s storage well operations at its South and North Terminals. Normal operations have resumed at the facilities with the exception of one of Lone Star’s storage wells. The extent of possible damages is still under investigation.
MTBE Litigation
Sunoco, Inc. and/or Sunoco, Inc. (R&M), along with other refiners, manufacturers and sellers of gasoline, are defendants in lawsuits alleging MTBE contamination of groundwater. The plaintiffs typically include water purveyors and municipalities responsible for supplying drinking water and governmental authorities. The plaintiffs primarily assert product liability claims and additional claims including nuisance, trespass, negligence, violation of environmental laws and deceptive business practices. The plaintiffs in all of the cases seek to recover compensatory damages, and in some cases also seek natural resource damages, injunctive relief, punitive damages and attorneys’ fees.
As of December 31, 2016, Sunoco, Inc. is a defendant in six cases, including cases initiated by the States of New Jersey, Vermont, Pennsylvania, Rhode Island, and two others by the Commonwealth of Puerto Rico with the more recent Puerto Rico action being a companion case alleging damages for additional sites beyond those at issue in the initial Puerto Rico action. Four of these cases are venued in a multidistrict litigation proceeding in a New York federal court. The New Jersey, Puerto Rico, Vermont, and Pennsylvania cases assert natural resource damage claims.
Fact discovery has concluded with respect to an initial set of 19 sites each that will be the subject of the first trial phase in the New Jersey case and the initial Puerto Rico case. The initial set of 19 New Jersey trial sites are now pending before the United States District Judge for the District of New Jersey, the Hon. Freda L. Wolfson for the pre-trial and trial phases. Judge Wolfson then referred the case to United States Magistrate Judge for the District of New Jersey, the Hon. Lois H. Goodman. Judge Goodman conducted a status conference with all of the parties and inquired whether the parties will engage in a global mediation and instructed the parties to exchange possible mediator names. All parties agreed to participate in global settlement discussions in a global mediation forum before Hon. Garrett Brown (Ret.), a Judicial Arbitration Mediation Service mediator. The remaining portion of the New Jersey case remains in the multidistrict litigation. The first mediation session with Judge Brown is scheduled for November 2 through November 3, 2016. In early 2017, Sunoco, Inc. and two other co-defendants reached a settlement in principle with the State of New Jersey, subject to the parties agreeing on the terms and conditions of a Settlement and Release agreement. It is reasonably possible that a loss may be realized in the remaining cases; however, we are unable to estimate the possible loss or range of loss in excess of amounts accrued. Management believes that an adverse determination with respect to one or more of the MTBE cases could have a significant impact on results of operations during the period in which any said adverse determination occurs, but does not believe that any such adverse determination would have a material adverse effect on the Partnership’s consolidated financial position.

Regency Merger Litigation
Following the January 26, 2015 announcement of the Regency Merger, purported Regency unitholders filed lawsuits in state and federal courts in Dallas and Delaware asserting claims relating to the Regency Merger. All Regency Merger-related lawsuits have been dismissed, although one lawsuit remains pending on appeal. On June 10, 2015, Adrian Dieckman (“Dieckman”), a purported Regency unitholder, filed a class action complaint on behalf of Regency’s common unitholders in the Court of Chancery of the State of Delaware. The lawsuit alleges that the Regency Merger breached the Regency partnership agreement because Regency’s conflicts committee was not properly formed, and the Regency Merger was not approved in good faith. Defendants filed a motion to dismiss, and on March 29, 2016, the Delaware court granted Defendants’ motion and dismissed the lawsuit. On April 26, 2016, Dieckman filed his Notice of Appeal to the Supreme Court of Delaware. This appeal is styled Adrian Dieckman v. Regency GP LP, et al., No. 208, 2016, in the Supreme Court of the State of Delaware. Dieckman filed his Opening Brief on June 9, 2016, and Defendants’ filed their Answering Brief on July 29, 2016. On August 31, 2016, Dieckman filed his Reply Brief. Oral argument was held on November 16, 2016 before the Delaware Supreme Court. On January 20, 2017, The Delaware Supreme Court issued an order reversing the judgment of the Court of Chancery that dismissed Counts I and II of Dieckman’s Complaint.
Enterprise Products Partners, L.P. and Enterprise Products Operating LLC Litigation
On January 27, 2014, a trial commenced between ETP against Enterprise Products Partners, L.P. and Enterprise Products Operating LLC (collectively, “Enterprise”) and Enbridge (US) Inc.  Trial resulted in a verdict in favor of ETP against Enterprise that consisted of $319 million in compensatory damages and $595 million in disgorgement to ETP.  The jury also found that ETP owed Enterprise $1 million under a reimbursement agreement.  On July 29, 2014, the trial court entered a final judgment in favor of ETP and awarded ETP $536 million, consisting of compensatory damages, disgorgement, and pre-judgment interest.  The trial court also ordered that ETP shall be entitled to recover post-judgment interest and costs of court and that Enterprise is not entitled to any net recovery on its counterclaims.  Enterprise has filed a notice of appeal with the Texas Court of Appeals, and briefing by Enterprise and ETP is complete. Oral argument was held on April 20, 2016. The Court of Appeals is taking the briefs under advisement. In accordance with GAAP, no amounts related to the original verdict or the July 29, 2014 final judgment will be recorded in our financial statements until the appeal process is completed.
Sunoco Logistics Merger Litigation
Between January 6, 2017 and February 8, 2017, seven purported ETP common unitholders (“Plaintiffs”) separately filed seven putative unitholder class action lawsuits challenging the merger and the disclosures made in connection with the merger. The lawsuits are styled (a) Koma v. Energy Transfer Partners, L.P., et al., Case No. 3:17-cv-00060-G, in the United States District Court for the Northern District of Texas, Dallas Division (the “Koma Lawsuit”); (b) Ashraf v. Energy Transfer Partners, L.P. et al., Case No. 3:17-cv-00118-B, in the United States District Court for the Northern District of Texas, Dallas Division (the “Ashraf Lawsuit”); (c) Shure v. Energy Transfer Partners, L.P. et al., Case No. 1:17-cv-00044-UNA, in the United States District Court for the District of Delaware (the “Shure Lawsuit”); (d) Verlin v. Energy Transfer Partners, L.P. et al., Case No. 1:17-cv-00045-UNA, in the United States District Court for the District of Delaware (the “Verlin Lawsuit”); (e) Duany v. Energy Transfer Partners, L.P. et al., Case No. 1:17-cv-00058-UNA, in the United States District Court for the District of Delaware (the “Duany Lawsuit”); (f) Epstein v. Energy Transfer Partners, L.P. et. al., Case No, 1:17-cv-00069, in the United States District Court for the District of Delaware (the “Epstein Lawsuit”) and (g) Sgnilek v. Energy Transfer Partners, L.P. et al., Case No. 1:17-cv-00141, in the United States District Court for the District of Delaware (the “Sgnilek Lawsuit” and collectively with the Koma Lawsuit, Ashraf Lawsuit, Shure Lawsuit, Verlin Lawsuit, Duany Lawsuit, and Epstein Lawsuit, the “Lawsuits”). The Koma Lawsuit, Ashraf Lawsuit, Duany Lawsuit, and Epstein Lawsuit are filed against ETP, ETP GP, ETP GP, LLC, ETE, and the members of the ETP Board. The Shure Lawsuit and Verlin Lawsuit are filed against ETP, ETP GP, the members of the ETP Board, ETE, Sunoco Logistics, and Sunoco Logistics GP. The Sgnilek Lawsuit is filed against ETP, ETP GP, ETP GP LLC, ETE, the members of the ETP Board, Sunoco Logistics and Sunoco Logistics GP (collectively “Defendants”).
Plaintiffs allege causes of action challenging the merger and the preliminary joint proxy statement/prospectus filed in connection with the merger. According to Plaintiffs, the preliminary joint proxy statement/prospectus is allegedly misleading because, among other things, it fails to disclose certain information concerning, in general, (a) the background and process that led to the merger; (b) ETE’s, ETP’s, and Sunoco Logistics’ financial projections; (c) the financial analysis and fairness opinion provided by Barclays; and (d) alleged conflicts of interest concerning Barclays, ETE, and certain officers and directors of ETP and ETE. Based on these allegations, and in general, Plaintiffs allege that (i) Defendants have violated Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder and (ii) the members of the ETP Board have violated Section 20(a) of the Exchange Act. Plaintiffs in the Shure Lawsuit and Verlin Lawsuit also allege that Sunoco Logistics has violated Section 20(a) of the Exchange Act. Plaintiffs also assert, in general, that the terms of the merger (including, among other terms, the merger consideration) are unfair to ETP common unitholders and resulted from an unfair and conflicted process.

Based on these allegations, the Sgnilek Lawsuit alleges that (a) the ETP Board, ETP GP, ETP GP LLC, ETP, and ETE have breached the covenant of good faith and/or fiduciary duties, and (b) Sunoco Logistics and Sunoco Logistics GP have aided and abetted those alleged breaches.
Based on these allegations, Plaintiffs seek to enjoin Defendants from proceeding with or consummating the merger unless and until Defendants disclose the allegedly omitted information summarized above. The Koma Lawsuit and Sgnilek Lawsuit also seek to enjoin Defendants from proceeding with or consummating the merger unless and until the ETP Board adopts and implements processes to obtain the best possible terms for ETP common unitholders. To the extent that the merger is consummated before injunctive relief is granted, Plaintiffs seek to have the merger rescinded. Plaintiffs also seek damages and attorneys’ fees.
Defendants’ dates to answer, move to dismiss, or otherwise respond to the Lawsuits have not yet been set. Defendants cannot predict the outcome of these or any other lawsuits that might be filed subsequent to the date of the filing of this annual report, nor can Defendants predict the amount of time and expense that will be required to resolve such litigation. Defendants believe the Lawsuits are without merit and intend to defend vigorously against the Lawsuits and any other actions challenging the merger.
Other Litigation and Contingencies
We or our subsidiaries are a party to various legal proceedings and/or regulatory proceedings incidental to our businesses. For each of these matters, we evaluate the merits of the case, our exposure to the matter, possible legal or settlement strategies, the likelihood of an unfavorable outcome and the availability of insurance coverage. If we determine that an unfavorable outcome of a particular matter is probable and can be estimated, we accrue the contingent obligation, as well as any expected insurance recoverable amounts related to the contingency. As of December 31, 2016 and 2015, accruals of approximately $53 million and $40 million, respectively, were reflected on our consolidated balance sheets related to these contingent obligations. As new information becomes available, our estimates may change. The impact of these changes may have a significant effect on our results of operations in a single period.
The outcome of these matters cannot be predicted with certainty and there can be no assurance that the outcome of a particular matter will not result in the payment of amounts that have not been accrued for the matter. Furthermore, we may revise accrual amounts prior to resolution of a particular contingency based on changes in facts and circumstances or changes in the expected outcome. Currently, we are not able to estimate possible losses or a range of possible losses in excess of amounts accrued.
No amounts have been recorded in our December 31, 2016 or 2015 consolidated balance sheets for contingencies and current litigation, other than amounts disclosed herein.
Compliance Orders from the New Mexico Environmental Department
Regency received a Notice of Violation from the New Mexico Environmental Department on September 23, 2015 for allegations of violations of New Mexico air regulations related to Jal #3. The Partnership has accrued $250,000 related to the claims and will continue to assess its potential exposure to the allegations as the matter progresses. The Air Quality Bureau issued a Settlement Offer for Revised Notice of Violation REG-0569-1402-RI on February 7, 2017. The Settlement Agreement includes a civil penalty of $465,000.  Energy Transfer and the New Mexico Environmental Department are scheduling a meeting to discuss the Settlement Offer in March 2017. 
Lone Star NGL Fractionators Notice of Enforcement
Lone Star NGL Fractionators received a Notice of Enforcement from the Texas Commission on Environmental Quality on August 28, 2015 for allegations of violations of Texas air regulations related to Mont Belvieu Gas Plant. The Partnership has accrued $50,000 related to this claim as of December 31, 2016 and will continue to assess its potential exposure to the allegations as the matter progresses. As of December 31, 2016, the Agreed Order is in the approval process with the Texas Commission on Environmental Quality and includes a $21,000 Supplemental Environmental Project.
Environmental Matters
Our operations are subject to extensive federal, tribal, state and local environmental and safety laws and regulations that require expenditures to ensure compliance, including related to air emissions and wastewater discharges, at operating facilities and for remediation at current and former facilities as well as waste disposal sites. Historically, our environmental compliance costs have not had a material adverse effect on our results of operations but there can be no assurance that such costs will not be material in the future or that such future compliance with existing, amended or new legal requirements will not have a material adverse effect on our business and operating results. Costs of planning, designing, constructing and operating pipelines, plants and other facilities must incorporate compliance with environmental laws and regulations and safety standards.

Failure to comply with these laws and regulations may result in the assessment of administrative, civil and criminal penalties, the imposition of investigatory, remedial and corrective action obligations, the issuance of injunctions in affected areas and the filing of federally authorized citizen suits. Contingent losses related to all significant known environmental matters have been accrued and/or separately disclosed. However, we may revise accrual amounts prior to resolution of a particular contingency based on changes in facts and circumstances or changes in the expected outcome.
Environmental exposures and liabilities are difficult to assess and estimate due to unknown factors such as the magnitude of possible contamination, the timing and extent of remediation, the determination of our liability in proportion to other parties, improvements in cleanup technologies and the extent to which environmental laws and regulations may change in the future. Although environmental costs may have a significant impact on the results of operations for any single period, we believe that such costs will not have a material adverse effect on our financial position.
Based on information available at this time and reviews undertaken to identify potential exposure, we believe the amount reserved for environmental matters is adequate to cover the potential exposure for cleanup costs.
Environmental Remediation
Our subsidiaries are responsible for environmental remediation at certain sites, including the following:
Certain of our interstate pipelines conduct soil and groundwater remediation related to contamination from past uses of PCBs. PCB assessments are ongoing and, in some cases, our subsidiaries could potentially be held responsible for contamination caused by other parties.
Certain gathering and processing systems are responsible for soil and groundwater remediation related to releases of hydrocarbons.
Currently operating Sunoco, Inc. retail sites.
Legacy sites related to Sunoco, Inc. that are subject to environmental assessments, including formerly owned terminals and other logistics assets, retail sites that Sunoco, Inc. no longer operates, closed and/or sold refineries and other formerly owned sites.
Sunoco, Inc. is potentially subject to joint and several liability for the costs of remediation at sites at which it has been identified as a potentially responsible party (“PRP”). As of December 31, 2013,2016, Sunoco, Inc. had been named as a PRP at 40approximately 50 identified or potentially identifiable as “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’sSunoco, Inc.’s purported nexus to the sites, believes that its potential liability associated with such sites will not be significant.
To the extent estimable, expected remediation costs are included in the amounts recorded for environmental matters in our consolidated balance sheets. In some circumstances, future costs cannot be reasonably estimated because remediation activities are undertaken as claims are made by customers and former customers. To the extent that an environmental remediation obligation is recorded by a subsidiary that applies regulatory accounting policies, amounts that are expected to be recoverable through tariffs or rates are recorded as regulatory assets on our consolidated balance sheets.
The table below reflects the amounts of accrued liabilities recorded in our consolidated balance sheets related to environmental matters that are considered to be probable and reasonably estimable. Currently, we are not able to estimate possible losses or a range of possible losses in excess of amounts accrued. Except for matters discussed above, we do not have any material environmental matters assessed as reasonably possible that would require disclosure in our consolidated financial statements.
December 31,December 31,
2013 20122016 2015
Current$45
 $46
$32
 $41
Non-current350
 165
313
 326
Total environmental liabilities$395
 $211
$345
 $367
In 2013, we have established a wholly-owned captive insurance company to bear certain risks associated with environmental obligations related to certain sites that are no longer operating. The premiums paid to the captive insurance company include estimates for environmental claims that have been incurred but not reported, based on an actuarially determined fully developed claims expense estimate. In such cases, we accrue losses attributable to unasserted claims based on the discounted estimates that are used to develop the premiums paid to the captive insurance company.

During the years ended December 31, 20132016 and 2012, Sunoco had $362015, the Partnership recorded $43 million and $12$38 million, respectively, of expenditures related to environmental cleanup programs.
The EPA’s Spill Prevention, ControlOn December 2, 2010, Sunoco, Inc. entered an Asset Sale and Countermeasures program regulations were recently modified and impose additional requirements on many of our facilities. We expectPurchase Agreement to expend resources on tank integrity testing and anysell the Toledo Refinery to Toledo Refining Company LLC (“TRC”) wherein Sunoco, Inc. retained certain liabilities associated corrective actions as well as potential upgrades to containment structures to comply with the new rules. Costs associatedpre-Closing time period. On January 2, 2013, USEPA issued a Finding of Violation (“FOV”) to TRC and, on September 30, 2013, EPA issued an NOV/ FOV to TRC alleging Clean Air Act violations. To date, EPA has not issued an FOV or NOV/FOV to Sunoco, Inc. directly but some of EPA’s claims relate to the time period that Sunoco, Inc. operated the refinery. Specifically, EPA has claimed that the refinery flares were not operated in a manner consistent with tank

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Tablegood air pollution control practice for minimizing emissions and/or in conformance with their design, and that Sunoco, Inc. submitted semi-annual compliance reports in 2010 and 2011 and EPA that failed to include all of Contents

integrity testingthe information required by the regulations. EPA has proposed penalties in excess of $200,000 to resolve the allegations and resulting corrective actionsdiscussions continue between the parties. The timing or outcome of this matter cannot be reasonably estimateddetermined at this time, buthowever, we believe such costs willdo not haveexpect there to be a material adverse effect onimpact to our financial position, results of operations, cash flows or cash flows.
On August 20, 2010, the EPA published new regulations under the federal Clean Air Act (“CAA”) to control emissions of hazardous air pollutants from existing stationary reciprocal internal combustion engines. The rule will require us to undertake certain expenditures and activities, likely including purchasing and installing emissions control equipment. In response to an industry group legal challenge to portions of the rule in the U.S. Court of Appeals for the D.C. Circuit and a Petition for Administrative Reconsideration to the EPA, on March 9, 2011, the EPA issued a new proposed rule and direct final rule effective on May 9, 2011 to clarify compliance requirements related to operation and maintenance procedures for continuous parametric monitoring systems. If no further changes to the standard are made as a result of comments to the proposed rule, we would not expect that the cost to comply with the rule’s requirements will have a material adverse effect on our financial condition or results of operations. Compliance with the final rule was required by October 2013, and the Partnership believes it is in compliance.
On June 29, 2011, the EPA finalized a rule under the CAA that revised the new source performance standards for manufacturers, owners and operators of new, modified and reconstructed stationary internal combustion engines. The rule became effective on August 29, 2011. The rule modifications may require us to undertake significant expenditures, including expenditures for purchasing, installing, monitoring and maintaining emissions control equipment, if we replace equipment or expand existing facilities in the future. At this point, we are not able to predict the cost to comply with the rule’s requirements, because the rule applies only to changes we might make in the future.position.
Our pipeline operations are subject to regulation by the DOTU.S. Department of Transportation under the PHMSA, pursuant to which the PHMSA has established requirements relating to the design, installation, testing, construction, operation, replacement and management of pipeline facilities. Moreover, the PHMSA, through the Office of Pipeline Safety, has promulgated a rule requiring pipeline operators to develop integrity management programs to comprehensively evaluate their pipelines, and take measures to protect pipeline segments located in what the rule refers to as “high consequence areas.” Activities under these integrity management programs involve the performance of internal pipeline inspections, pressure testing or other effective means to assess the integrity of these regulated pipeline segments, and the regulations require prompt action to address integrity issues raised by the assessment and analysis. Integrity testing and assessment of all of these assets will continue, and the potential exists that results of such testing and assessment could cause us to incur future capital and operating expenditures for repairs or upgrades deemed necessary to ensure the continued safe and reliable operation of our pipelines; however, no estimate can be made at this time of the likely range of such expenditures.
In January 2012, Sunoco Logistics experienced a release on its products pipeline in Wellington, Ohio. In connection with this release, the PHMSA issued a Corrective Action Order under which Sunoco Logistics is obligated to follow specific requirements in the investigation of the release and the repair and reactivation of the pipeline. Sunoco Logistics also entered into an Order on Consent with the EPA regarding the environmental remediation of the release site. All requirements of the Order on Consent with the EPA have been fulfilled and the Order has been satisfied and closed. Sunoco Logistics has also received a "No Further Action" approval from the Ohio EPA for all soil and groundwater remediation requirements. In May 2016, Sunoco Logistics received a proposed penalty from the EPA and U.S. Department of Justice associated with this release, and continues to work with the involved parties to bring this matter to closure. The timing and outcome of this matter cannot be reasonably determined at this time. However, Sunoco Logistics does not expect there to be a material impact to its results of operations, cash flows or financial position.
In 2012, the EPA issued a proposed consent agreement related to the releases that occurred at Sunoco Logistics’ pump station/tank farm in Barbers Hill, Texas and pump station/tank farm located in Cromwell, Oklahoma in 2010 and 2011, respectively. These matters were referred to the DOJ by the EPA. In November 2012, Sunoco Logistics received an initial assessment of $1.4 million associated with these releases. Sunoco Logistics is in discussions with the EPA and the DOJ on this matter to resolve the issue. The timing or outcome of this matter cannot be reasonably determined at this time. Sunoco Logistics does not expect there to be a material impact to its results of operations, cash flows or financial position.
In April 2015 and October 2016, the PHMSA issued separate Notices of Probable Violation ("NOPVs") and a Proposed Compliance Order ("PCO") related to Sunoco Logistics’ West Texas Gulf pipeline in connection with repairs being carried out on the pipeline and other administrative and procedural findings. The proposed penalties are in excess of $100,000. Sunoco Logistics does not expect there to be a material impact to its results of operations, cash flows or financial position.
In April 2016, the PHMSA issued a NOPV, PCO and Proposed Civil Penalty related to certain procedures carried out during construction of Sunoco Logistics’ Permian Express 2 pipeline system in Texas.  The proposed penalties are in excess of $100,000. Sunoco Logistics does not expect there to be a material impact to its results of operations, cash flows or financial position.
In June 2016, the PHMSA issued NOPVs and a PCO in connection with alleged violations on Sunoco Logistics’ Texas crude oil pipeline system. The proposed penalties are in excess of $100,000. Sunoco Logistics does not expect there to be a material impact to its results of operations, cash flows or financial position.
In July 2016, the PHMSA issued a NOPV and PCO in connection with inspection and maintenance activities related to a 2013 incident on Sunoco Logistics' crude oil pipeline near Wortham, Texas. The proposed penalties are in excess of $100,000, and

Sunoco Logistics is currently in discussions with PHMSA to resolve these matters. The timing or outcome of these matters cannot be reasonably determined at this time, however, Sunoco Logistics does not expect there to be a material impact to its results of operations, cash flows, or financial position.
Our operations are also subject to the requirements of the OSHA, and comparable state laws that regulate the protection of the health and safety of employees. In addition, OSHA’s hazardous communication standard requires that information be maintained about hazardous materials used or produced in our operations and that this information be provided to employees, state and local government authorities and citizens. We believe that our operations are in substantial compliance with thepast costs for OSHA requirements,required activities, including general industry standards, record keeping requirements, and monitoring of occupational exposure to regulated substances.

substances have not had a material adverse effect on our results of operations but there is no assurance that such costs will not be material in the future.
10.
12.
PRICE RISK MANAGEMENTDERIVATIVE ASSETS AND LIABILITIES:
Commodity Price Risk
We are exposed to market risks related to the volatility of commodity prices. To manage the impact of volatility from these prices, we utilize various exchange-traded and OTC commodity financial instrument contracts. These contracts consist primarily of futures, swaps and options and are recorded at fair value in our consolidated balance sheets.
We injectuse futures and holdbasis swaps, designated as fair value hedges, to hedge our natural gas inventory stored in our Bammel storage facility to take advantage of contango markets (i.e., when the price of natural gas is higher in the future than the current spot price). We use financial derivatives tofacility. At hedge the natural gas held in connection with these arbitrage opportunities. At the inception, of the hedge, we lock in a margin by purchasing gas in the spot market or off peak season and entering into a financial contract to lock in the sale price. If we designate the related financial contract as a fair value hedge for accounting purposes, we value the hedged natural gas inventory at current spot market prices along with the financial derivative we use to hedge it.contract. Changes in the spreadspreads between the forward natural gas prices designated as fair value hedges and the physical inventory spot price result in unrealized gains or losses until the underlying physical gas is withdrawn and the related designated derivatives are settled. Once the gas is withdrawn and the designated derivatives are settled, the previously unrealized gains or losses associated with these positions are realized. Unrealized margins represent
We use futures, swaps and options to hedge the unrealized gains or losses from our derivative instruments using mark-to-market accounting, with changes in the fair valuesales price of our derivatives being recorded directly in earnings. These margins fluctuate based upon changes in the spreads between the physical spot price and forward natural gas prices. If the spread narrows between the

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physical and financial prices, we will record unrealized gains or lower unrealized losses. If the spread widens, we will record unrealized losses or lower unrealized gains. Typically, as we enter the winter months, the spread converges so that we recognize in earnings the original locked-in spread through either mark-to-market adjustments or the physical withdraw of natural gas.
We are also exposed to market risk on natural gas we retain for fees in our intrastate transportation and storage operationssegment and operational gas sales on our interstate transportation and storage operations. segment. These contracts are not designated as hedges for accounting purposes.
We use financial derivativesNGL and crude derivative swap contracts to hedge theforecasted sales price of this gas, including futures, swapsNGL and options. Certain contracts that qualify for hedge accounting are designated as cash flow hedges of the forecasted sale of natural gas. The change in value, to the extent the contracts are effective, remains in AOCI until the forecasted transaction occurs. When the forecasted transaction occurs, any gain or loss associated with the derivative is recorded in cost of products sold in the consolidated statement of operations.
We are also exposed to commodity price risk on NGLs and residue gascondensate equity volumes we retain for fees in our midstream operationssegment whereby our subsidiaries generally gather and process natural gas on behalf of producers, sell the resulting residue gas and NGL volumes at market prices and remit to producers an agreed upon percentage of the proceeds based on an index price for the residue gas and NGLs. We use NGL and crude derivative swap contracts to hedge forecasted sales of NGL and condensate equity volumes. Certain contracts that qualify for hedge accounting are accounted for as cash flow hedges. The change in value, to the extent theNGL. These contracts are effective, remains in AOCI until the forecasted transaction occurs. When the forecasted transaction occurs, any gain or loss associated with the derivative is recorded in cost of products sold in the consolidated statement of operations.not designated as hedges for accounting purposes.
We may use derivatives in our NGLliquids transportation and services operationssegment to manage our storage facilities and the purchase and sale of purity NGLs.NGL. These contracts are not designated as hedges for accounting purposes.
Sunoco Logistics utilizes derivatives such as swaps, futures and other derivative instruments to mitigate the risk associated with market movements in the price of refined products and NGLs. These derivative contracts act as a hedging mechanism against the volatility of prices by allowing Sunoco Logistics to transfer this price risk to counterparties who are able and willing to bear it. Since the first quarter 2013, Sunoco Logistics has not designated any of its derivative contracts as hedges for accounting purposes. Therefore, all realized and unrealized gains and losses from these derivative contracts are recognized in the consolidated statements of operations during the current period.
Our trading activities include theWe use of financial commodity derivatives to take advantage of market opportunities. Theseopportunities in our trading activities are awhich complement to our transportation and storage segment’s operations and are netted in cost of products sold in our consolidated statements of operations. Additionally, weWe also have trading and marketing activities related to power and natural gas in our all other operationssegment which are also netted in cost of products sold. As a result of our trading activities and the use of derivative financial instruments in our transportation and storage operations,segment, the degree of earnings volatility that can occur may be significant, favorably or unfavorably, from period to period. We attempt to manage this volatility through the use of daily position and profit and loss reports provided to our risk oversight committee, which includes members of senior management, and the limits and authorizations set forth in our commodity risk management policy.
Derivatives are utilized in our all other operations in order to mitigate price volatility and manage fixed price exposure incurred from contractual obligations. We attempt to maintain balanced positions in our marketing activities to protect against volatility in the energy commodities markets; however, net unbalanced positions can exist.

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The following table details our outstanding commodity-related derivatives:
December 31, 2013 December 31, 2012December 31, 2016 December 31, 2015
Notional
Volume
 Maturity 
Notional
Volume
 Maturity
Notional
Volume
 Maturity 
Notional
Volume
 Maturity
Mark-to-Market Derivatives              
(Trading)        
Natural Gas (MMBtu):        
Fixed Swaps/Futures9,457,500
 2014-2019 
 (682,500) 2017 (602,500) 2016-2017
Basis Swaps IFERC/NYMEX(1)
(487,500) 2014-2017 (30,980,000) 2013-20142,242,500
 2017 (31,240,000) 2016-2017
Swing Swaps1,937,500
 2014-2016 
 
Power (Megawatt):        
Forwards351,050
 2014 19,650
 2013391,880
 2017-2018 357,092
 2016-2017
Futures(772,476) 2014 (1,509,300) 2013109,564
 2017-2018 (109,791) 2016
Options – Puts(52,800) 2014 
 (50,400) 2017 260,534
 2016
Options – Calls103,200
 2014 1,656,400
 2013186,400
 2017 1,300,647
 2016
Crude (Bbls) – Futures103,000
 2014 
 (617,000) 2017 (591,000) 2016-2017
(Non-Trading)        
Natural Gas (MMBtu):        
Basis Swaps IFERC/NYMEX570,000
 2014 150,000
 201310,750,000
 2017-2018 (6,522,500) 2016-2017
Swing Swaps IFERC(9,690,000) 2014-2016 (83,292,500) 2013(5,662,500) 2017 71,340,000
 2016-2017
Fixed Swaps/Futures(8,195,000) 2014-2015 27,077,500
 2013(52,652,500) 2017-2019 (14,380,000) 2016-2018
Forward Physical Contracts5,668,559
 2014-2015 11,689,855
 2013-2014(22,492,489) 2017 21,922,484
 2016-2017
Natural Gas Liquid (Bbls) – Forwards/Swaps(280,000) 2014 (30,000) 2013(5,786,627) 2017 (8,146,800) 2016-2018
Refined Products (Bbls) – Futures(1,133,600) 2014 (666,000) 2013(2,240,000) 2017 (939,000) 2016-2017
Corn (Bushels) – Futures
  1,185,000
 2016
Fair Value Hedging Derivatives        
(Non-Trading)        
Natural Gas (MMBtu):        
Basis Swaps IFERC/NYMEX(7,352,500) 2014 (18,655,000) 2013(36,370,000) 2017 (37,555,000) 2016
Fixed Swaps/Futures(50,530,000) 2014 (44,272,500) 2013(36,370,000) 2017 (37,555,000) 2016
Hedged Item – Inventory50,530,000
 2014 44,272,500
 201336,370,000
 2017 37,555,000
 2016
Cash Flow Hedging Derivatives    
(Non-Trading)    
Natural Gas (MMBtu):    
Basis Swaps IFERC/NYMEX(1,825,000) 2014 
 
Fixed Swaps/Futures(12,775,000) 2014 (8,212,500) 2013
Natural Gas Liquid (Bbls) – Forwards/Swaps(780,000) 2014 (930,000) 2013
Refined Products (Bbls) – Futures
  (98,000) 2013
Crude (Bbls) – Futures(30,000) 2014 
 
(1)
Includes aggregate amounts for open positions related to Houston Ship Channel, Waha Hub, NGPL TexOk, West Louisiana Zone and Henry Hub locations.
We expect gains of $4 million related to commodity derivatives to be reclassified into earnings over the next 12 months related to amounts currently reported in AOCI. The amount ultimately realized, however, will differ as commodity prices change and the underlying physical transaction occurs.
Interest Rate Risk
We are exposed to market risk for changes in interest rates. To maintain a cost effective capital structure, we borrow funds using a mix of fixed rate debt and variable rate debt. We also manage our interest rate exposure by utilizing interest rate swaps

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to achieve a desired mix of fixed and variable rate debt. We also utilize forward starting interest rate swaps to lock in the rate on a portion of our anticipated debt issuances.

The following table summarizes our interest rate swaps outstanding, none of which were designated as hedges for accounting purposes:
      Notional Amount Outstanding
Entity Term
Type(1)
 December 31, 2013 December 31, 2012
ETP 
July 2013(2)
 Forward-starting to pay a fixed rate of 4.03% and receive a floating rate $
 $400
ETP 
July 2014(2)
 Forward-starting to pay a fixed rate of 4.25% and receive a floating rate 400
 400
ETP July 2018 Pay a floating rate plus a spread of 4.17% and receive a fixed rate of 6.70% 600
 600
ETP June 2021 Pay a floating rate plus a spread of 2.17% and receive a fixed rate of 4.65% 400
 
ETP February 2023 Pay a floating rate plus a spread of 1.32% and receive a fixed rate of 3.60% 400
 
Southern Union (3)
 November 2016 Pay a fixed rate of 2.97% and receive a floating rate 
 75
Southern Union (3)
 November 2021 Pay a fixed rate of 3.801% and receive a floating rate 275
 450
Term 
Type(1)
 Notional Amount Outstanding
December 31, 2016 December 31, 2015
July 2016(2)
 Forward-starting to pay a fixed rate of 3.80% and receive a floating rate $
 $200
July 2017(3)
 Forward-starting to pay a fixed rate of 3.90% and receive a floating rate 500
 300
July 2018(3)
 Forward-starting to pay a fixed rate of 4.00% and receive a floating rate 200
 200
July 2019(3)
 Forward-starting to pay a fixed rate of 3.25% and receive a floating rate 200
 200
December 2018 Pay a floating rate based on a 3-month LIBOR and receive a fixed rate of 1.53% 1,200
 1,200
March 2019 Pay a floating rate based on a 3-month LIBOR and receive a fixed rate of 1.42% 300
 300
(1)
Floating rates are based on 3-month LIBOR.
(2)
Represents the effective date. These forward startingforward-starting swaps have a termterms of 10 and 30 years with a mandatory termination date the same as the effective date. During the year ended December 31, 2013, we settled $400 million of ETP’s forward-starting interest rate swaps that had an effective date of July 2013.
(3)
In connection
Represents the effective date. These forward-starting swaps have terms of 30 years with a mandatory termination date the Panhandle Merger, Southern Union’s interest rate swaps outstanding were assumed by Panhandle.same as the effective date.
Credit Risk
Credit risk refers to the risk that a counterparty may default on its contractual obligations resulting in a loss to the Partnership. Credit policies have been approved and implemented to govern the Partnership’s portfolio of counterparties with the objective of mitigating credit losses. These policies establish guidelines, controls and limits to manage credit risk within approved tolerances by mandating an appropriate evaluation of the financial condition of existing and potential counterparties, monitoring agency credit ratings, and by implementing credit practices that limit exposure according to the risk profiles of the counterparties. Furthermore, the Partnership may, at times, require collateral under certain circumstances to mitigate credit risk as necessary. WeThe Partnership also implement the use ofuses industry standard commercial agreements which allow for the netting of positive and negative exposures associated with transactions executed under a single commercial agreement. Additionally, we utilize master netting agreements to offset credit exposure across multiple commercial agreements with a single counterparty or affiliated group of counterparties.
The Partnership’s counterparties consist of a diverse portfolio of customers across the energy industry, including petrochemical companies, commercial and industrials, oil and gas producers, municipalities, gas and electric utilities, midstream companies and midstream companies.independent power generators. Our overall exposure may be affected positively or negatively by macroeconomic or regulatory changes that could impact our counterparties to one extent or another. Currently, management does not anticipate a material adverse effect in our financial position or results of operations as a consequence of counterparty non-performance.
We haveThe Partnership has maintenance margin deposits with certain counterparties in the OTC market, primarily independent system operators, and with clearing brokers. Payments on margin deposits are required when the value of a derivative exceeds our pre-established credit limit with the counterparty. Margin deposits are returned to us on or about the settlement date for non-exchange traded derivatives, and we exchange margin calls on a daily basis for exchange traded transactions. Since the margin calls are made daily with the exchange brokers, the fair value of the financial derivative instruments are deemed current and netted in deposits paid to vendors within other current assets in the consolidated balance sheets.
For financial instruments, failure of a counterparty to perform on a contract could result in our inability to realize amounts that have been recorded on our consolidated balance sheets and recognized in net income or other comprehensive income.

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Derivative Summary
The following table provides a summary of our derivative assets and liabilities:
 Fair Value of Derivative Instruments
 Asset Derivatives Liability Derivatives
 December 31, 2013 December 31, 2012 December 31, 2013 December 31, 2012
Derivatives designated as hedging instruments:       
Commodity derivatives (margin deposits)$3
 $8
 $(18) $(10)
 3
 8
 (18) (10)
Derivatives not designated as hedging instruments:       
Commodity derivatives (margin deposits)227
 110
 (209) (116)
Commodity derivatives39
 33
 (38) (34)
Current assets held for sale
 1
 
 
Non-current assets held for sale
 1
 
 
Current liabilities held for sale
 
 
 (9)
Interest rate derivatives47
 55
 (95) (223)
 313
 200
 (342) (382)
Total derivatives$316
 $208
 $(360) $(392)
In addition to the above derivatives, $7 million in option premiums were included in price risk management liabilities as of December 31, 2012.
 Fair Value of Derivative Instruments
 Asset Derivatives Liability Derivatives
 December 31, 2016 December 31, 2015 December 31, 2016 December 31, 2015
Derivatives designated as hedging instruments:       
Commodity derivatives (margin deposits)$
 $38
 $(4) $(3)
 
 38
 (4) (3)
Derivatives not designated as hedging instruments:       
Commodity derivatives (margin deposits)338
 353
 (416) (306)
Commodity derivatives24
 57
 (52) (41)
Interest rate derivatives
 
 (193) (171)
Embedded derivatives in ETP Preferred Units
 
 (1) (5)
 362
 410
 (662) (523)
Total derivatives$362
 $448
 $(666) $(526)
The following table presents the fair value of our recognized derivative assets and liabilities on a gross basis and amounts offset on the consolidated balance sheets that are subject to enforceable master netting arrangements or similar arrangements:
 Asset Derivatives Liability Derivatives Asset Derivatives Liability Derivatives
 Balance Sheet Location December 31, 2013 December 31, 2012 December 31, 2013 December 31, 2012 Balance Sheet Location December 31, 2016 December 31, 2015 December 31, 2016 December 31, 2015
Derivatives without offsetting agreements Derivative assets (liabilities) $
 $
 $(194) $(176)
Derivatives in offsetting agreements:Derivatives in offsetting agreements:        Derivatives in offsetting agreements:        
OTC contracts Price risk management assets (liabilities) $41
 $28
 $(38) $(27) Derivative assets (liabilities) 24
 57
 (52) (41)
Broker cleared derivative contracts Other current assets (liabilities) 265
 150
 (318) (228) Other current assets 338
 391
 (420) (309)
 306
 178
 (356) (255)  362
 448
 (666) (526)
Offsetting agreements:Offsetting agreements:        Offsetting agreements:        
Collateral paid to OTC counterparties Other current assets 
 
 
 2
Counterparty netting Price risk management assets (liabilities) (36) (25) 36
 25
 Derivative assets (liabilities) (4) (17) 4
 17
Payments on margin deposit Other current assets (1) 
 55
 59
 Other current assets (338) (309) 338
 309
 (37) (25) 91
 86
Net derivatives with offsetting agreements 269
 153
 (265) (169)
Derivatives without offsetting agreements 47
 55
 (95) (223)
Total derivatives $316
 $208
 $(360) $(392)
Total net derivativesTotal net derivatives $20
 $122
 $(324) $(200)
We disclose the non-exchange traded financial derivative instruments as price risk management assets and liabilities on our consolidated balance sheets at fair value with amounts classified as either current or long-term depending on the anticipated settlement date.

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The following tables summarize the amounts recognized with respect to our derivative financial instruments:
Change in Value Recognized in OCI on Derivatives (Effective Portion)Location of Gain/(Loss) Reclassified from AOCI into Income (Effective Portion) Amount of Gain/(Loss) Reclassified from AOCI into Income (Effective Portion)
Years Ended December 31, Years Ended December 31,
2013 2012 2011 2016 2015 2014
Derivatives in cash flow hedging relationships:           
Commodity derivatives$(1) $8
 $19
Cost of products sold $
 $
 $(3)
Total$(1) $8
 $19
 $
 $
 $(3)
Location of Gain/(Loss) Reclassified from AOCI into Income (Effective Portion) Amount of Gain/(Loss) Reclassified from AOCI into Income (Effective Portion)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, Years Ended December 31,
 2013 2012 2011 2016 2015 2014
Derivatives in cash flow hedging relationships:      
Derivatives in fair value hedging relationships (including hedged item):      
Commodity derivativesCost of products sold $4
 $14
 $38
Cost of products sold $14
 $21
 $(8)
Total $4
 $14
 $38
 $14
 $21
 $(8)
 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,
   2013 2012 2011
Derivatives in fair value hedging relationships (including hedged item):       
Commodity derivativesCost of products sold $8
 $54
 $34
Total  $8
 $54
 $34
Location of Gain/(Loss) Recognized in Income on Derivatives Amount of Gain (Loss) Recognized in Income on DerivativesLocation of Gain/(Loss) Recognized in Income on Derivatives Amount of Gain (Loss) Recognized in Income on Derivatives
 Years Ended December 31, Years Ended December 31,
 2013 2012 2011 2016 2015 2014
Derivatives not designated as hedging instruments:            
Commodity derivatives – TradingCost of products sold $(11) $(7) $(30)Cost of products sold $(35) $(11) $(6)
Commodity derivatives – Non-tradingCost of products sold (12) (15) 9
Cost of products sold (173) 23
 199
Commodity contracts – Non-tradingDeferred gas purchases (3) (26) 
Interest rate derivativesGains (losses) on interest rate derivatives 44
 (4) (77)Losses on interest rate derivatives (12) (18) (157)
Embedded derivativesOther, net 4
 12
 3
Total $18
 $(52) $(98) $(216) $6
 $39
11.
13.
RETIREMENT BENEFITS:
Savings and Profit Sharing Plans
We and our subsidiaries sponsor defined contribution savings and profit sharing plans, which collectively cover virtually all eligible employees. Employer matching contributions are calculated using a formula based on employee contributions. We and our

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subsidiaries made matching contributions of $38$44 million, $21$39 million and $11$50 million to these 401(k) savings plans for the years ended December 31, 2013, 20122016, 2015, and 2011,2014, respectively.
Pension and Other Postretirement Benefit Plans
Southern UnionPanhandle
Southern Union has funded non-contributory defined benefit pension plans that cover substantially all employees of Southern Union’s distribution operations.  Normal retirement age is 65, but certain plan provisions allow for earlier retirement.  Pension benefits are calculated under formulas principally based on average earnings and length of service for salaried and non-union employees and average earnings and length of service or negotiated non-wage based formulas for union employees.
The 2012 postretirementPostretirement benefits expense for Southern Union reflectsthe years ended December 31, 2016 and 2015 reflect the impact of curtailment accountingchanges Panhandle or its affiliates adopted as postretirementof September 30, 2013, to modify its retiree medical benefits forprogram, effective January 1, 2014. The modification placed all active participants who did not meet certain criteria were eliminated.  Southern Union previously hadeligible retirees on a common medical benefit platform, subject to limits on Panhandle’s annual contribution toward eligible retirees’ medical premiums. Prior to January 1, 2013, affiliates of Panhandle offered postretirement

health care and life insurance benefit plans (other postretirement plans) that covered substantially of its distribution and transportation and storage operations employees as well as all corporate employees. The health care plans generally provide for cost sharing between Southern Union and its retireesEffective January 1, 2013, participation in the form ofplan was frozen and medical benefits were no longer offered to non-union employees. Effective January 1, 2014, retiree contributions, deductibles, coinsurance, and a fixed cost cap on the amount Southern Union pays annuallymedical benefits were no longer offered to provide future retiree health care coverage under certain of these plans.
Sunocounion employees.
Sunoco, has both funded and unfunded noncontributoryInc.
Sunoco, Inc. sponsors a defined benefit pension plans.plan, which was frozen for most participants on June 30, 2010. On October 31, 2014, Sunoco, Inc. terminated the plan, and paid lump sums to eligible active and terminated vested participants in December 2015.
Sunoco, Inc. also has plansa plan which provideprovides health care benefits for substantially all of its current retirees (“retirees. The cost to provide the postretirement benefit plans”). The postretirement benefit plans are unfunded and the costs areplan is shared by Sunoco, Inc. and its retirees. PriorAccess to the Sunoco Merger on October 5, 2012, pension benefits under Sunoco’s defined benefit plans were frozen for most of the participants in these plans at which time Sunoco instituted a discretionary profit-sharing contribution on behalf of these employees in its defined contribution plan. Postretirementpostretirement medical benefits were alsowas phased downout or eliminated for all employees retiring after July 1, 2010. In March, 2012, Sunoco, hasInc. established a trust for its postretirement benefit liabilities by makingliabilities. Sunoco made a tax-deductible contribution of approximately $200 million and restructuringto the retiree medical plan to eliminate Sunoco’s liability beyond this funded amount.trust. The retiree medical plan changefunding of the trust eliminated substantially all of Sunoco’sSunoco, Inc.’s future exposure to variances between actual results and assumptions used to estimate retiree medical plan obligations.

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Obligations and Funded Status
Pension and other postretirement benefit liabilities are accrued on an actuarial basis during the years an employee provides services. The following table contains information at the dates indicated about the obligations and funded status of pension and other postretirement plans on a combined basis:
December 31, 2013 December 31, 2012December 31, 2016 December 31, 2015
Pension Benefits      Pension Benefits   Pension Benefits  
Funded Plans Unfunded Plans Other Postretirement Benefits Pension Benefits Other Postretirement BenefitsFunded Plans Unfunded Plans Other Postretirement Benefits Funded Plans Unfunded Plans Other Postretirement Benefits
Change in benefit obligation:                    
Benefit obligation at beginning of period$1,117
 $78
 $296
 $1,257
 $359
$20
 $57
 $180
 $718
 $65
 $202
Service cost3
 
 
 3
 1
Interest cost33
 2
 6
 15
 3
1
 2
 4
 23
 2
 4
Amendments
 
 2
 
 17
Benefits paid, net(99) (16) (26) (71) (8)(1) (7) (21) (46) (8) (20)
Curtailments
 
 
 
 (80)
Actuarial (gain) loss and other(74) (3) (14) (9) 4
(2) (1) 2
 16
 (2) (6)
Settlements(95) 
 
 
 

 
 
 (691) 
 
Dispositions(253) 
 (41) 
 
Benefit obligation at end of period632
 61
 223
 1,195
 296
18
 51
 165
 20
 57
 180
                    
Change in plan assets:                    
Fair value of plan assets at beginning of period906
 
 312
 941
 306
15
 
 253
 598
 
 265
Return on plan assets and other43
 
 17
 22
 5
(2) 
 6
 16
 
 
Employer contributions
 
 8
 14
 9

 
 10
 138
 
 8
Benefits paid, net(99) 
 (26) (71) (8)(1) 
 (21) (46) 
 (20)
Settlements(95) 
 
 
 

 
 
 (691) 
 
Dispositions(155) 
 (27) 
 
Fair value of plan assets at end of period600
 
 284
 906
 312
12
 
 248
 15
 
 253
                    
Amount underfunded (overfunded) at end of period$32
 $61
 $(61) $289
 $(16)$6
 $51
 $(83) $5
 $57
 $(73)
                    
Amounts recognized in the consolidated balance sheets consist of:                    
Non-current assets$
 $
 $86
 $
 $59
$
 $
 $108
 $
 $
 $97
Current liabilities
 (9) (2) (15) (2)
 (7) (2) 
 (9) (2)
Non-current liabilities(32) (52) (23) (274) (41)(6) (44) (23) (5) (48) (22)
$(32) $(61) $61
 $(289) $16
$(6) $(51) $83
 $(5) $(57) $73
                    
Amounts recognized in accumulated other comprehensive loss (pre-tax basis) consist of:         
Amounts recognized in accumulated other comprehensive income (loss) (pre-tax basis) consist of:           
Net actuarial gain$(86) $(4) $(25) $(1) $(1)$
 $
 $(12) $2
 $4
 $(17)
Prior service cost
 
 18
 
 16

 
 14
 
 
 15
$(86) $(4) $(7) $(1) $15
$
 $
 $2
 $2
 $4
 $(2)

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The following table summarizes information at the dates indicated for plans with an accumulated benefit obligation in excess of plan assets:
December 31, 2013 December 31, 2012December 31, 2016 December 31, 2015
Pension Benefits      Pension Benefits   Pension Benefits  
Funded Plans Unfunded Plans Other Postretirement Benefits Pension Benefits Other Postretirement BenefitsFunded Plans Unfunded Plans Other Postretirement Benefits Funded Plans Unfunded Plans Other Postretirement Benefits
Projected benefit obligation$632
 $61
 N/A
 $1,195
 N/A
$18
 $51
 N/A
 $20
 $57
 N/A
Accumulated benefit obligation632
 61
 223
 1,179
 $225
18
 51
 $165
 20
 57
 $180
Fair value of plan assets600
 
 284
 906
 185
12
 
 248
 15
 
 253
Components of Net Periodic Benefit Cost
 December 31, 2013 December 31, 2012
 Pension Benefits Other Postretirement Benefits Pension Benefits Other Postretirement Benefits
Net Periodic Benefit Cost:       
Service cost$3
 $
 $3
 $1
Interest cost35
 6
 15
 3
Expected return on plan assets(54) (9) (21) (5)
Prior service cost amortization
 1
 
 
Actuarial loss amortization2
 
 
 
Special termination benefits charge
 
 2
 
Curtailment recognition(1)

 
 
 (15)
Settlements(2) 
 
 
 (16) (2) (1) (16)
Regulatory adjustment(2)
5
 
 9
 2
Net periodic benefit cost$(11) $(2) $8
 $(14)
 December 31, 2016 December 31, 2015
 Pension Benefits Other Postretirement Benefits Pension Benefits Other Postretirement Benefits
Net periodic benefit cost:       
Interest cost$3
 $4
 $25
 $4
Expected return on plan assets(1) (8) (16) (8)
Prior service cost amortization
 1
 
 1
Settlements
 
 32
 
Net periodic benefit cost$2
 $(3) $41
 $(3)
(1)
Subsequent to the Southern Union Merger, Southern Union amended certain of its other postretirement employee benefit plans, which prospectively restrict participation in the plans for the impacted active employees.  The plan amendments resulted in the plans becoming currently over-funded and, accordingly, Southern Union recorded a pre-tax curtailment gain of $75 million.  Such gain was offset by establishment of a non-current refund liability in the amount of $60 million.  As such, the net curtailment gain recognition was $15 million.
(2)
Southern Union has historically recovered certain qualified pension benefit plan and other postretirement benefit plan costs through rates charged to utility customers in its distribution operations.  Certain utility commissions require that the recovery of these costs be based on the Employee Retirement Income Security Act of 1974, as amended, or other utility commission specific guidelines.  The difference between these regulatory-based amounts and the periodic benefit cost calculated pursuant to GAAP is deferred as a regulatory asset or liability and amortized to expense over periods in which this difference will be recovered in rates, as promulgated by the applicable utility commission.
Assumptions
The weighted-average assumptions used in determining benefit obligations at the dates indicated are shown in the table below:
December 31, 2013 December 31, 2012December 31, 2016 December 31, 2015
Pension Benefits Other Postretirement Benefits Pension Benefits Other Postretirement BenefitsPension Benefits Other Postretirement Benefits Pension Benefits Other Postretirement Benefits
Discount rate4.65% 2.33% 3.41% 2.39%3.65% 2.34% 3.59% 2.38%
Rate of compensation increaseN/A
 N/A
 3.17% N/A
N/A
 N/A
 N/A
 N/A

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The weighted-average assumptions used in determining net periodic benefit cost for the periods presented are shown in the table below:
December 31, 2013 December 31, 2012December 31, 2016 December 31, 2015
Pension Benefits Other Postretirement Benefits Pension Benefits Other Postretirement BenefitsPension Benefits Other Postretirement Benefits Pension Benefits Other Postretirement Benefits
Discount rate3.50% 2.68% 2.37% 2.43%3.60% 3.06% 3.65% 2.79%
Expected return on assets:              
Tax exempt accounts7.50% 6.95% 7.63% 7.00%3.50% 7.00% 7.50% 7.00%
Taxable accountsN/A
 4.42% N/A
 4.50%N/A
 4.50% N/A
 4.50%
Rate of compensation increaseN/A
 N/A
 3.02% N/A
N/A
 N/A
 N/A
 N/A

The long-term expected rate of return on plan assets was estimated based on a variety of factors including the historical investment return achieved over a long-term period, the targeted allocation of plan assets and expectations concerning future returns in the marketplace for both equity and fixed income securities. Current market factors such as inflation and interest rates are evaluated before long-term market assumptions are determined. Peer data and historical returns are reviewed to ensure reasonableness and appropriateness.
The assumed health care cost trend rates used to measure the expected cost of benefits covered by Southern UnionPanhandle and Sunoco’sSunoco, Inc.’s other postretirement benefit plans are shown in the table below:
 December 31, December 31,
 2013 2012 2016 2015
Health care cost trend rate assumed for next year 7.57% 7.78%
Health care cost trend rate 6.73% 7.16%
Rate to which the cost trend is assumed to decline (the ultimate trend rate) 5.42% 5.32% 4.96% 5.39%
Year that the rate reaches the ultimate trend rate 2018
 2018
 2021
 2018
Changes in the health care cost trend rate assumptions are not expected to have a significant impact on postretirement benefits.
Plan Assets
For the Southern UnionPanhandle plans, the overall investment strategy is to maintain an appropriate balance of actively managed investments with the objective of optimizing longer-term returns while maintaining a high standard of portfolio quality and achieving proper diversification. To achieve diversity within its pension plan asset portfolio, Southern Union has targeted the following asset allocations: equity of 25% to 70%, fixed income of 15% to 35%, alternative assets of 10% to 35% and cash of 0% to 10%.  To achieve diversity within its other postretirement plan asset portfolio, Southern UnionPanhandle has targeted the following asset allocations: equity of 25% to 35%, fixed income of 65% to 75% and cash and cash equivalents of 0%up to 10%.
The investment strategy of Sunoco, Inc. funded defined benefit plans is to achieve consistent positive returns, after adjusting for inflation, and to maximize long-term total return within prudent levels of risk through a combination of income and capital appreciation. The objective of this strategy is to reduce the volatility of investment returns and maintain a sufficient funded status of the plans and limit required contributions.plans. In anticipation of the pension plan termination, Sunoco, hasInc. targeted the following asset allocations: equity of 35%, fixed income of 55%,allocations to a more stable position by investing in growth assets and private equity investments of 10%. Sunoco anticipates future shifts in targeted asset allocation from equity securities to fixed income securities if funding levels improve due to asset performance or Sunoco contributions.liability hedging assets.

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The fair value of the pension plan assets by asset category at the dates indicated is as follows:
   Fair Value Measurements at December 31, 2013 Using Fair Value Hierarchy
 Fair Value as of December 31, 2013 Level 1 Level 2 Level 3
Asset Category:       
Cash and cash equivalents$12
 $12
 $
 $
Mutual funds(1)
368
 
 281
 87
Fixed income securities220
 
 220
 
Total$600
 $12
 $501
 $87
   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)
Primarily comprisedComprised of approximately 66%100% equities 10% fixed income securities, and 24% in other investments as of December 31, 2013.2016.
   Fair Value Measurements at December 31, 2012 Using Fair Value Hierarchy
 Fair Value as of December 31, 2012 Level 1 Level 2 Level 3
Asset Category:       
Cash and cash equivalents$25
 $25
 $
 $
Mutual funds(1)
516
 
 433
 83
Fixed income securities354
 
 354
 
Multi-strategy hedge funds(2)
11
 
 11
 
Total$906
 $25
 $798
 $83
   Fair Value Measurements at December 31, 2015
 Fair Value Total Level 1 Level 2 Level 3
Asset category:       
Mutual funds(1)
15
 $
 $15
 $
Total$15
 $
 $15
 $
(1)
Primarily comprisedComprised of approximately 36%100% equities 54% fixed income securities, and 10% in other investments as of December 31, 2012.2015.
(2)

Primarily includes hedge funds that invest in multiple strategies, including relative value, opportunistic/macro, long/short equities, merger arbitrage/event driven, credit, and short selling strategies, to generate long-term capital appreciation through a portfolio having a diversified risk profile with relatively low volatility and a low correlation with traditional equity and fixed-income markets.  These investments can generally be redeemed effective as of the last day of a calendar quarter at the net asset value per share of the investment with approximately 65 days prior written notice.
The fair value of other postretirement plan assets by asset category at the dates indicated is as follows:
  Fair Value Measurements at December 31, 2013 Using Fair Value Hierarchy  Fair Value Measurements at December 31, 2016
Fair Value as of December 31, 2013 Level 1 Level 2 Level 3Fair Value Total Level 1 Level 2 Level 3
Asset Category:       
Cash and Cash Equivalents$10
 $10
 $
 $
Asset category:       
Cash and cash equivalents$23
 $23
 $
 $
Mutual funds(1)
130
 112
 18
 
134
 134
 
 
Fixed income securities144
 
 144
 
91
 
 91
 
Total$284
 $122
 $162
 $
$248
 $157
 $91
 $
(1)
Primarily comprised of approximately 41%31% equities, 48%66% fixed income securities 6%and 3% cash and 5% in other investments as of December 31, 2013.2016.

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  Fair Value Measurements at December 31, 2012 Using Fair Value Hierarchy  Fair Value Measurements at December 31, 2015
Fair Value as of December 31, 2012 Level 1 Level 2 Level 3Fair Value Total Level 1 Level 2 Level 3
Asset Category:       
Cash and Cash Equivalents$7
 $7
 $
 $
Asset category:       
Cash and cash equivalents$18
 $18
 $
 $
Mutual funds(1)
147
 126
 21
 
133
 133
 
 
Fixed income securities158
 
 158
 
102
 
 102
 
Total$312
 $133
 $179
 $
$253
 $151
 $102
 $
(1)
Primarily comprised of approximately 19%56% equities, 74%33% fixed income securities 4%and 11% cash and 3% in other investments as of December 31, 2012.2015.
The Level 1 plan assets are valued based on active market quotes.  The Level 2 plan assets are valued based on the net asset value per share (or its equivalent) of the investments, which was not determinable through publicly published sources but was calculated consistent with authoritative accounting guidelines. See Note 2for information related to the framework used to measure the fair value of its pension and other postretirement plan assets.
Contributions
We expect to contribute approximately $23$12 million to pension plans and approximately $18$10 million to other postretirement plans in 2014.2017.  The costscost of the plans are funded in accordance with federal regulations, not to exceed the amounts deductible for income tax purposes.
Benefit Payments
Southern UnionPanhandle and Sunoco’sSunoco, Inc.’s estimate of expected benefit payments, which reflect expected future service, as appropriate, in each of the next five years and in the aggregate for the five years thereafter are shown in the table below:
  Pension Benefits  
Years Funded Plans Unfunded Plans Other Postretirement Benefits (Gross, Before Medicare Part D)
2014 $82
 $9
 $31
2015 77
 9
 29
2016 67
 8
 28
2017 61
 7
 26
2018 56
 7
 24
2019 – 2023 220
 23
 87
  Pension Benefits  
Years Funded Plans Unfunded Plans Other Postretirement Benefits (Gross, Before Medicare Part D)
2017 $1
 $7
 $26
2018 1
 7
 25
2019 1
 6
 23
2020 1
 6
 22
2021 1
 5
 19
2022 – 2026 6
 17
 39
The Medicare Prescription Drug Act provides for a prescription drug benefit under Medicare (“Medicare Part D”) as well as a federal subsidy to sponsors of retiree health care benefit plans that provide a prescription drug benefit that is at least actuarially equivalent to Medicare Part D.
Southern UnionPanhandle does not expect to receive any Medicare Part D subsidies in any future periods.

12.
14.
RELATED PARTY TRANSACTIONS:
ETE has agreements with subsidiaries to provide or receive various general and administrative services. ETE pays us to provide services on its behalf and on behalf of other subsidiaries of ETE, which includes the reimbursement of various operating and general and administrative services for expenses incurred by us on behalf of Regency.ETE and its subsidiaries.
In January 2016, ETE and ETP agreed to extend the ordinary course of business, we provide Regency with certain natural gas and NGLs sales and transportation services and compression equipment, and Regency provides us with certain contract compression services. These$95 million annual management fee paid to ETP through 2016.
The Partnership also has related party transactions are generally based onwith several of its equity method investees. In addition to commercial transactions, made at market-related rates.
Sunoco Logistics has an agreement with PES relating tothese transactions include the Fort Mifflin Terminal Complex. Under this agreement, PES will deliver an averageprovision of 300,000 Bbls/dcertain management services and leases of crude oil and refined products per contract year at the Fort Mifflin facility. PES does

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not have exclusive use of the Fort Mifflin Terminal Complex; however, Sunoco Logistics is obligated to provide the necessary tanks, marine docks and pipelines for PES to meet its minimum requirements under the agreement. Sunoco Logistics entered into a ten-year agreement to provide terminalling services to PES in September 2012.
In September 2012, Sunoco assigned its lease for the use of Sunoco Logistics’ inter-refinery pipelines between the Philadelphia and Marcus Hook refineries to PES. Under the 20-year lease agreement which expires in February 2022, PES leases the inter-refinery pipelines for an annual fee which escalates at 1.67% each January 1 for the term of the agreement. The lease agreement also requires PES to reimburse Sunoco Logistics for any non-routine maintenance expenditures, as defined, incurred during the term of the agreement. There were no material reimbursements under this agreement during the periods presented.
In connection with the acquisition of the Marcus Hook Facility in June 2013, Sunoco Logistics assumed an agreement to provide butane storage and terminal services to PES at the facility. The 10 year agreement extends through September 2022.
Sunoco Logistics has agreements with PES whereby PES purchases crude oil, at market-based rates, for delivery to Sunoco Logistics’ Fort Mifflin and Eagle Point terminal facilities. These agreements contain minimum volume commitments and extend through 2014.
The renegotiated terms of the agreements with PES provide PES with the option to purchase the Fort Mifflin and Belmont terminals if certain triggering events occur, including a sale of substantially all of the assets or operations of the Philadelphia refinery, an initial public offering or a public debt filing of more than $200 million. The purchase price for each facility would be established based on a fair value amount determined by designated third parties.assets.
The following table summarizes the affiliatedaffiliate revenues on our consolidated statements of operations:
 Years Ended December 31,
 2013 2012 2011
Affiliated revenues$1,550
 $173
 $690
 Years Ended December 31,
 2016 2015 2014
Affiliated revenues$377
 $417
 $965
The following table summarizes the related company balances on our consolidated balance sheets:
 December 31,
 2013 2012
Accounts receivable from related companies:   
ETE$18
 $16
Regency53
 10
PES7
 60
FGT29
 2
Eastern Gulf24
 
Other34
 6
Total accounts receivable from related companies:$165
 $94
    
Accounts payable to related companies:   
ETE$8
 $7
Regency24
 2
PES
 13
FGT8
 
Other5
 2
Total accounts payable to related companies:$45
 $24

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13.
SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION:
Following are the financial statements of ETP GP, which are included to provide additional information with respect to ETP GP’s financial position, results of operations and cash flows on a stand-alone basis:

BALANCE SHEETS
 December 31,
 2016 2015
Accounts receivable from related companies:   
ETE$22
 $110
Sunoco LP96
 3
PES6
 10
FGT15
 13
Lake Charles LNG4
 36
Trans-Pecos Pipeline, LLC1
 29
Comanche Trail Pipeline, LLC
 22
Other65
 45
Total accounts receivable from related companies$209
 $268
    
Accounts payable to related companies:   
ETE$
 $1
Sunoco LP20
 5
FGT1
 1
Lake Charles LNG3
 3
Other19
 15
Total accounts payable to related companies$43
 $25
 December 31,
 2013 2012
ASSETS   
INVESTMENT IN ENERGY TRANSFER PARTNERS$171
 $188
GOODWILL29
 29
Total assets$200
 $217
LIABILITIES AND EQUITY   
EQUITY:   
General Partner$
 $
Limited Partners:   
Class A Limited Partner interest70
 86
Class B Limited Partner interest130
 131
Total partners’ capital200
 217
Total liabilities and equity$200
 $217
STATEMENTS OF OPERATIONS
 Years Ended December 31,
 2013 2012 2011
      
OTHER INCOME (EXPENSE):     
Equity in earnings of unconsolidated affiliates$506
 $461
 $433
NET INCOME BEFORE INCOME TAX EXPENSE506
 461
 433
Income tax expense
 
 
NET INCOME$506
 $461
 $433
STATEMENTS OF CASH FLOWS
 Years Ended December 31,
 2013 2012 2011
      
NET CASH PROVIDED BY OPERATING ACTIVITIES$523
 $454
 $426
      
CASH FLOWS FROM FINANCING ACTIVITIES:     
Distributions to partners(523) (454) (426)
Net cash used in financing activities(523) (454) (426)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
 
 
CASH AND CASH EQUIVALENTS, beginning of period
 
 
CASH AND CASH EQUIVALENTS, end of period$
 $
 $


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4.REGENCY ENERGY PARTNERS LP FINANCIAL STATEMENTS


INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets – December 31, 2013 and 2012
Consolidated Statements of Operations – Years Ended December 31, 2013, 2012 and 2011
Consolidated Statements of Comprehensive Income – Years Ended December 31, 2013, 2012 and 2011
Consolidated Statements of Partners’ Capital and Noncontrolling Interest
– Years Ended December 31, 2013, 2012 and 2011
Consolidated Statements of Cash Flows – Years Ended December 31, 2013, 2012 and 2011
Notes to Consolidated Financial Statements


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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Partners
Regency Energy Partners LP
We have audited the accompanying consolidated balance sheets of Regency Energy Partners LP (a Delaware limited partnership) and subsidiaries (the “Partnership”) as of December 31, 2013 and 2012, and the related consolidated statements of operations, comprehensive income, cash flows, and partners’ capital and noncontrolling interest for each of the three years in the period ended December 31, 2013. These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We did not audit the financial statements of Midcontinent Express Pipeline LLC, a 50 percent owned investee company, the Partnership’s investment in which is accounted for under the equity method of accounting. The Partnership’s investment in Midcontinent Express Pipeline LLC as of December 31, 2013 and 2012 was $548 million and $581 million, respectively, and its equity in the earnings of Midcontinent Express Pipeline LLC was $39 million, $42 million, and $43 million, respectively, for each of the three years in the period ended December 31, 2013. Those statements were audited by other auditors, whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included for Midcontinent Express Pipeline LLC, is based solely on the reports of the other auditors.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the reports of the other auditors provide a reasonable basis for our opinion.
In our opinion, based on our audits and the reports of the other auditors, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Regency Energy Partners LP and subsidiaries as of December 31, 2013 and 2012, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2013 in conformity with accounting principles generally accepted in the United States of America.
As discussed in Note 1, the accompanying consolidated financial statements have been adjusted to reflect the acquisition of an entity under common control, which has been accounted for in a manner similar to a pooling of interests.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Partnership’s internal control over financial reporting as of December 31, 2013, based on criteria established in the 1992 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 27, 2014 (not separately included herein) expressed an unqualified opinion thereon.
/s/ GRANT THORNTON LLP
Dallas, Texas
February 27, 2014


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Regency Energy Partners LP
Consolidated Balance Sheets
(in millions except unit data)
 December 31,
 2013 2012
ASSETS   
Current Assets:   
Cash and cash equivalents$19
 $53
Trade accounts receivable292
 222
Related party receivables28
 8
Inventories42
 27
Other current assets19
 30
Total current assets400
 340
Property, Plant and Equipment:   
Gathering and transmission systems1,671
 1,308
Compression equipment1,627
 1,326
Gas plants and buildings825
 568
Other property, plant and equipment414
 377
Construction-in-progress513
 507
Total property, plant and equipment5,050
 4,086
Less accumulated depreciation(632) (400)
Property, plant and equipment, net4,418
 3,686
Other Assets:   
Investments in unconsolidated affiliates2,097
 2,214
Other, net of accumulated amortization of debt issuance costs of $24 and $1757
 43
Total other assets2,154
 2,257
Intangible Assets and Goodwill:   
Intangible assets, net of accumulated amortization of $107 and $77682
 712
Goodwill1,128
 1,128
Total intangible assets and goodwill1,810
 1,840
TOTAL ASSETS$8,782
 $8,123
    
LIABILITIES & PARTNERS’ CAPITAL AND NONCONTROLLING INTEREST   
Current Liabilities:   
Drafts payable$26
 $10
Trade accounts payable291
 255
Related party payables69
 95
Accrued interest38
 30
Other current liabilities51
 99
Total current liabilities475
 489
Long-term derivative liabilities19
 25
Other long-term liabilities30
 39
Long-term debt, net3,310
 2,157
Commitments and contingencies   
Series A Preferred Units, redemption amount of $38 and $8532
 73
Partners’ Capital and Noncontrolling Interest:   
Common units (214,287,955 and 174,574,175 units authorized; 210,850,232 and 170,951,457 units issued and outstanding at December 31, 2013 and 2012)3,886
 3,207
Class F common units (6,274,483 and 0 units authorized, issued and outstanding at December 31, 2013 and 2012)146
 
General partner interest782
 326
Predecessor equity
 1,733
Accumulated other comprehensive loss
 (3)
     Total partners’ capital4,814
 5,263
Noncontrolling interest102
 77
Total partners’ capital and noncontrolling interest4,916
 5,340
TOTAL LIABILITIES AND PARTNERS’ CAPITAL AND NONCONTROLLING INTEREST$8,782
 $8,123
See accompanying notes to consolidated financial statements

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Regency Energy Partners LP
Consolidated Statements of Operations
(in millions except unit data and per unit data)
 Years Ended December 31,
 2013 2012 2011
REVENUES     
Gas sales, including related party amounts of $71, $42, and $23$826
 $508
 $456
NGL sales, including related party amounts of $81, $28, and $3651,053
 991
 603
Gathering, transportation and other fees, including related party amounts of $26, $29, and $24545
 401
 351
Net realized and unrealized (loss) gain from derivatives(8) 23
 (19)
Other, including related party amounts of $-, $1, and $10105
 77
 43
Total revenues2,521
 2,000
 1,434
OPERATING COSTS AND EXPENSES     
Cost of sales, including related party amounts of $56, $35, and $221,793
 1,387
 1,013
Operation and maintenance296
 228
 147
General and administrative, including related party amounts of $11, $15, and $1788
 100
 67
Loss (gain) on asset sales, net2
 3
 (2)
Depreciation and amortization287
 252
 169
Total operating costs and expenses2,466
 1,970
 1,394
OPERATING INCOME55
 30
 40
Income from unconsolidated affiliates135
 105
 120
Interest expense, net(164) (122) (103)
Loss on debt refinancing, net(7) (8) 
Other income and deductions, net7
 29
 17
INCOME BEFORE INCOME TAXES26
 34
 74
Income tax benefit(1) 
 
NET INCOME$27
 $34
 $74
Net income attributable to noncontrolling interest(8) (2) (2)
NET INCOME ATTRIBUTABLE TO REGENCY ENERGY PARTNERS LP$19
 $32
 $72
         Amounts attributable to Series A preferred units6
 10
 8
         General partner’s interest, including IDRs11
 9
 7
         Beneficial conversion feature for Class F units4
 
 
         Pre-acquisition loss from SUGS allocated to predecessor equity(36) (14) 
Limited partners’ interest in net income$34
 $27
 $57
Basic and diluted income per common unit:     
         Amount allocated to common units$34
 $27
 $57
         Weighted average number of common units outstanding196,227,348
 167,492,735
 145,490,869
         Basic income per common unit$0.17
 $0.16
 $0.39
         Diluted income per common unit$0.17
 $0.13
 $0.32
         Distributions per common unit$1.87
 $1.84
 $1.81
         Amount allocated to Class F units due to beneficial conversion feature$4
 $
 $
         Total number of Class F units outstanding6,274,483
 
 
         Income per Class F unit due to beneficial conversion feature$0.72
 $
 $


See accompanying notes to consolidated financial statements

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Regency Energy Partners LP
Consolidated Statements of Comprehensive Income
(in millions)
 Years Ended December 31,
 2013 2012 2011
Net income$27
 $34
 $74
Other comprehensive income:     
Net cash flow hedge amounts reclassified to earnings
 6
 19
Change in fair value of cash flow hedges
 (4) (13)
Total other comprehensive income$
 $2
 $6
Comprehensive income$27
 $36
 $80
Comprehensive income attributable to noncontrolling interest8
 2
 2
Comprehensive income attributable to Regency Energy Partners LP$19
 $34
 $78









































See accompanying notes to consolidated financial statements

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Regency Energy Partners LP
Consolidated Statements of Partners’ Capital and Noncontrolling Interest
(in millions)
 Regency Energy Partners LP    
 
Common
Units
 Class F Common Units 
General
Partner
Interest
 Predecessor Equity AOCI 
Noncontrolling
Interest
 Total
Balance—December 31, 2010$2,941
 $
 $333
 $
 $(11) $31
 $3,294
Common unit offerings, net of costs436
 
 
 
 
 
 436
Unit-based compensation expenses3
 
 
 
 
 
 3
Partner distributions(264) 
 (10) 
 
 
 (274)
Net income65
 
 7
 
 
 2
 74
Distributions to Series A Preferred Units(8) 
 
 
 
 
 (8)
Net cash flow hedge amounts reclassified to earnings


 
 
 
 19
 
 19
Net change in fair value of cash flow hedges
 
 
 
 (13) 
 (13)
Balance—December 31, 2011$3,173
   $330
 $
 $(5) $33
 $3,531
Common unit offerings, net of costs297
 
 
 
 
 
 297
Issuance of common units under equity distribution program, net of costs15
 
 
 
 
 
 15
Common units issued under LTIP, net of forfeitures and tax withholding(1) 
 
 
 
 
 (1)
Unit-based compensation expenses5
 
 
 
 
 
 5
Partner distributions(309) 
 (13) 
 
 
 (322)
Net income (loss)37
 
 9
 (14) 
 2
 34
Contributions from noncontrolling interest
 
 
 
 
 42
 42
Distributions to Series A Preferred Units(8) 
 
 
 
 
 (8)
Accretion of Series A Preferred Units(2) 
 
 
 
 
 (2)
Net cash flow hedge amounts reclassified to earnings
 
 
 
 5
 
 5
Contribution of net investment to unitholders
 
 
 1,747
 (3) 
 1,744
Balance—December 31, 2012$3,207
 $
 $326
 $1,733
 $(3) $77
 $5,340
Contribution of net investment to the Partnership
 
 1,925
 (1,928) 3
 
 
Issuance of common units in connection with the SUGS Acquisition, net of costs819
 
 (819) 
 
 
 
Issuance of Class F common units in connection with the SUGS Acquisition, net of costs
 142
 (142) 
 
 
 
Contribution of assets between entities under common control below historical cost
 
 (504) 231
 
 
 (273)
Issuance of common units under equity distribution program, net of costs149
 
 
 
 
 
 149
Conversion of Series A Preferred Units for common units41
 
 
 
 
 
 41
Unit-based compensation expenses7
 
 
 
 
 
 7
Partner distributions and distributions on unvested unit awards(371) 
 (15) 
 
 
 (386)
Contributions from noncontrolling interest
 
 
 
 
 17
 17
Net income (loss)40
 4
 11
 (36) 
 8
 27
Distributions to Series A Preferred Units(6) 
 
 
 
 
 (6)
Balance—December 31, 2013$3,886
 $146
 $782
 $
 $
 $102
 $4,916
See accompanying notes to consolidated financial statements

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Regency Energy Partners LP
Consolidated Statements of Cash Flows
(in millions)
 Years Ended December 31,
 2013 2012 2011
OPERATING ACTIVITIES     
Net income$27
 $34
 $74
Reconciliation of net income to net cash flows provided by operating activities:     
Depreciation and amortization, including debt issuance cost amortization and bond premium write-off and amortization293
 259
 175
Income from unconsolidated affiliates(135) (105) (120)
Derivative valuation changes6
 (12) (21)
Loss (gain) on asset sales, net2
 3
 (2)
Unit-based compensation expenses7
 5
 3
Cash flow changes in current assets and liabilities:     
Trade accounts receivable and related party receivables(96) 
 (8)
Other current assets and other current liabilities(54) 10
 11
Trade accounts payable, related party payables and deferred revenues119
 18
 23
Distributions of earnings received from unconsolidated affiliates142
 121
 119
Cash flow changes in other assets and liabilities125
 (9) 
Net cash flows provided by operating activities436
 324
 254
INVESTING ACTIVITIES     
Capital expenditures(1,034) (560) (406)
Capital contributions to unconsolidated affiliates(148) (356) (53)
Distributions in excess of earnings of unconsolidated affiliates249
 83
 74
Acquisition of investment in unconsolidated affiliates, net of cash received
 
 (594)
Acquisitions, net of cash received(475) 
 
Proceeds from asset sales15
 26
 24
Net cash flows used in investing activities(1,393) (807) (955)
FINANCING ACTIVITIES     
Borrowings (repayments) under revolving credit facility, net318
 (140) 47
Proceeds from issuance of senior notes1,000
 700
 500
Redemptions of senior notes(163) (88) 
Debt issuance costs(24) (15) (10)
Partner distributions and distributions on unvested unit awards(386) (322) (274)
Contributions from noncontrolling interest17
 42
 
Contributions from previous parent
 51
 
Drafts payable18
 4
 2
Common units issued under LTIP, net of forfeitures and tax withholding
 (1) 
Common unit offerings, net of issuance costs
 297
 436
Common units issued under equity distribution program, net of costs149
 15
 
Distributions to Series A Preferred Units(6) (8) (8)
Net cash flows provided by financing activities923
 535
 693
Net change in cash and cash equivalents(34) 52
 (8)
Cash and cash equivalents at beginning of period53
 1
 9
Cash and cash equivalents at end of period$19
 $53
 $1
      
Supplemental cash flow information:     
Accrued capital expenditures$60
 $136
 $24
Issuance of Class F and common units in connection with SUGS Acquisition961
 
 
Interest paid, net of amounts capitalized146
 112
 83
Income taxes paid
 
 2
Accrued capital contribution to unconsolidated affiliate13
 23
 
See accompanying notes to consolidated financial statements


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Regency Energy Partners LP
Notes to Consolidated Financial Statements
(Tabular dollar amounts, except unit and per unit data, are in millions)

1. Organization and Basis of Presentation
Organization. The consolidated financial statements presented herein contain the results of Regency Energy Partners LP and its subsidiaries (the “Partnership”), a Delaware limited partnership. The Partnership was formed on September 8, 2005, and completed its IPO on February 3, 2006. The Partnership and its subsidiaries are engaged in the business of gathering and processing, compression, treating and transportation of natural gas and the transportation, fractionation and storage of NGLs. Regency GP LP is the Partnership’s general partner and Regency GP LLC is the managing general partner of the Partnership and the general partner of Regency GP LP.
SUGS Acquisition. In April 2013, the Partnership acquired SUGS from Southern Union, a wholly-owned subsidiary of Holdco, for $1.5 billion (the “SUGS Acquisition”). The Partnership financed the acquisition by issuing to Southern Union 31,372,419 of common units and 6,274,483 Class F common units. The Class F common units are not entitled to participate in the Partnership’s distributions for twenty-four months post-transaction closing. The remaining $600 million, less $107 million of closing adjustments, was paid in cash. In addition, ETE agreed to forgo IDR payments on the Partnership common units issued with this transaction for the twenty-four months post-transaction closing and to suspend the $10 million annual management fee paid by the Partnership for two years post-transaction close.
The common units and Class F common units related to the SUGS Acquisition were issued in a private placement conducted in accordance with the exemption from registration requirements of the Securities Act of 1933, as amended under Section 4(2) thereof. The Class F common units will convert into common units on a one-for-one basis in May 2015.
The cash portion of the SUGS Acquisition was funded from the net proceeds of $600 million of senior notes issued by the Partnership on April 30, 2013 in a private placement. In December 2013, these senior notes were exchanged for senior notes that are substantially identical, except that the exchange senior notes are registered under federal securities law and do not have any transfer restrictions. In January 2014, Panhandle Eastern Pipe Line Company, LP (“PEPL”) entered into an agreement and plan of merger with Southern Union and PEPL Holdings, pursuant to which each of Southern Union and PEPL Holdings were merged with and into PEPL, with PEPL as the surviving entity.  In connection with this merger, PEPL assumed the guarantee of collection with respect to the payment of the principal amounts of the senior notes issued.
The Partnership accounted for the SUGS Acquisition in a manner similar to the pooling of interest method of accounting, as it was a transaction between commonly controlled entities. Under this method of accounting, the Partnership reflected historical balance sheet data for the Partnership and SUGS instead of reflecting the fair market value of SUGS assets and liabilities from the date of acquisition forward. The Partnership retrospectively adjusted its financial statements to include the balances and operations of SUGS from March 26, 2012 (the date upon which common control began). The SUGS Acquisition does not impact historical earnings per unit as pre-acquisition earnings were allocated to predecessor equity.
The assets acquired and liabilities assumed in the SUGS Acquisition were as follows:
 April 30, 2013
Current assets$113
Property, plant and equipment, net1,608
Goodwill337
Other non-current assets1
Total assets acquired$2,059
Less: 
Current liabilities(93)
Non-current liabilities(36)
Net assets acquired$1,930

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The following table presents the revenues and net income for the previously separate entities and combined amounts presented herein:
 Years Ended December 31,
 2013 2012
Revenues:   
     Partnership$2,253
 $1,339
     SUGS (1)
268
 661
          Combined$2,521
 $2,000
    
Net income (loss):   
     Partnership$63
 $48
     SUGS (1)
(36) (14)
          Combined$27
 $34
(1)Combined amounts attributable to SUGS include the period from March 26, 2012 to December 31, 2012 for the year ended December 31, 2012, and the period from January 1, 2013 to April 30, 2013 for the year ended December 31, 2013. Subsequent to the closing of the SUGS Acquisition on April 30, 2013, the results of SUGS were attributable to the Partnership.
Basis of presentation. The consolidated financial statements of the Partnership have been prepared in accordance with GAAP and include the accounts of all controlled subsidiaries after the elimination of all intercompany accounts and transactions. Certain prior year numbers have been conformed to the current year presentation.
2. Summary of Significant Accounting Policies
Use of Estimates. These consolidated financial statements have been prepared in conformity with GAAP, which includes the use of estimates and assumptions by management that affect the reported amounts of assets, liabilities, revenues, expenses and disclosure of contingent assets and liabilities that exist at the date of the financial statements. Although these estimates are based on management’s available knowledge of current and expected future events, actual results could be different from those estimates.
Common Control Transactions. Entities and assets acquired from ETE and its affiliates are accounted for as common control transactions whereby the net assets acquired are combined with the Partnership’s net assets at their historical amounts. If consideration transferred differs from the carrying value of the net assets acquired, the excess or deficiency is treated as a capital transaction similar to a dividend or capital contribution. To the extent that such transactions require prior periods to be recast, historical net equity amounts prior to the transaction date are reflected in predecessor equity.
Cash and Cash Equivalents. Cash and cash equivalents include temporary cash investments with original maturities of three months or less.
Equity Method Investments. The equity method of accounting is used to account for the Partnership’s interest in investments of greater than 20% voting interest or where the Partnership exerts significant influence over an investee but lacks control over the investee.
Inventories. Inventories are valued at the lower of cost or market and include materials and parts primarily utilized by the Contract Services segment.
Property, Plant and Equipment. Property, plant and equipment is recorded at historical cost of construction or, upon acquisition, the fair value of the assets acquired. Gains or losses on sales or retirements of assets are included in operating income unless the disposition is treated as discontinued operations. Natural gas and NGLs used to maintain pipeline minimum pressures is and classified as property, plant and equipment. Financing costs associated with the construction of larger assets requiring ongoing efforts over a period of time are capitalized. For the years ended December 31, 2013, 2012 and 2011, the Partnership capitalized interest of $2 million, $1 million and $1 million, respectively. The costs of maintenance and repairs, which are not significant improvements, are expensed when incurred. Expenditures to extend the useful lives of the assets are capitalized.
Depreciation expense related to property, plant and equipment was $258 million, $219 million, and $138 million for the years ended December 31, 2013, 2012 and 2011, respectively. In March 2012, the Partnership recorded a $7 million “out-of-period” adjustment to depreciation expense to correct the estimated useful lives of certain assets to comply with its policy.


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Depreciation of property, plant and equipment is recorded on a straight-line basis over the following estimated useful lives:
Functional Class of PropertyUseful Lives (Years)
Gathering and Transmission Systems10 - 50
Compression Equipment2 - 30
Gas Plants and Buildings5 - 35
Other property, plant and equipment3 - 15
Intangible Assets. As of December 31, 2013, intangible assets consisted of trade names and customer relations, and are amortized on a straight line basis over their estimated useful lives, which is the period over which the assets are expected to contribute directly or indirectly to the Partnership’s future cash flows. The estimated useful lives range from 20 to 30 years.
The Partnership assesses long-lived assets, including property, plant and equipment and intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is assessed by comparing the carrying amount of an asset to undiscounted future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amounts exceed the fair value of the assets. The Partnership did not record any impairment in 2013, 2012 or 2011.
Goodwill. Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in a business combination. Goodwill is not amortized, but is tested for impairment annually based on the carrying values as of November 30 or December 31 depending upon the reporting unit, or more frequently if impairment indicators arise that suggest the carrying value of goodwill may not be recovered. The Partnership has the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount as a basis for determining whether further impairment testing is necessary. Impairment is indicated when the carrying amount of a reporting unit exceeds its fair value. To estimate the fair value of the reporting units, the Partnership makes estimates and judgments about future cash flows, as well as revenues, cost of sales, operating expenses, capital expenditures and net working capital based on assumptions that are consistent with the Partnership’s most recent forecast. At the time it is determined that an impairment has occurred, the carrying value of the goodwill is written down to its fair value. The Partnership did not record any impairment in 2013, 2012 or 2011.
Other Assets, net. Other assets, net primarily consists of debt issuance costs, which are capitalized and amortized to interest expense, net over the life of the related debt.
Gas Imbalances. Quantities of natural gas or NGLs over-delivered or under-delivered related to imbalance agreements are recorded monthly as other current assets or other current liabilities using then current market prices or the weighted average prices of natural gas or NGLs at the plant or system pursuant to imbalance agreements for which settlement prices are not contractually established. Within certain volumetric limits determined at the sole discretion of the creditor, these imbalances are generally settled by deliveries of natural gas. Imbalance receivables and payables as of December 31, 2013 and 2012 were immaterial.
Asset Retirement Obligations. Legal obligations associated with the retirement of long-lived assets are recorded at fair value at the time the obligations are incurred, if a reasonable estimate of fair value can be made. Present value techniques are used which reflect assumptions such as removal and remediation costs, inflation,  and profit margins that third parties would demand to settle the amount of the future obligation. The Partnership does not include a market risk premium for unforeseeable circumstances in its fair value estimates because such a premium cannot be reliably estimated. Upon initial recognition of the liability, costs are capitalized as a part of the long-lived asset and allocated to expense over the useful life of the related asset. The liability is accreted to its present value each period with accretion being recorded to operating expense with a corresponding increase in the carrying amount of the liability. The ARO assets and liabilities were immaterial as of December 31, 2013.
Environmental. The Partnership's operations are subject to federal, state and local laws and rules and regulations regarding water quality, hazardous and solid waste management, air quality control and other environmental matters. These laws, rules and regulations require the Partnership to conduct its operations in a specified manner and to obtain and comply with a wide variety of environmental registrations, licenses, permits, inspections and other approvals. Failure to comply with applicable environmental laws, rules and regulations may expose the Partnership to significant fines, penalties and/or interruptions in operations. The Partnership's environmental policies and procedures are designed to achieve compliance with such applicable laws and regulations. These evolving laws and regulations and claims for damages to property, employees, other persons and the environment resulting from current or past operations may result in significant expenditures and liabilities in the future.
Predecessor Equity. Predecessor equity included on the consolidated statement of partners' capital and noncontrolling interest represents SUGS member's capital prior to the acquisition date (April 30, 2013).

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Revenue Recognition. The Partnership earns revenue from (i) domestic sales of natural gas, NGLs and condensate, (ii) natural gas gathering, processing and transportation, and (iii) contract compression and treating services. Revenue associated with sales of natural gas, NGLs and condensate are recognized when title passes to the customer, which is when the risk of ownership passes to the purchaser and physical delivery occurs. Revenue associated with transportation and processing fees are recognized when the service is provided. For contract compression and contract treating services, revenue is recognized when the service is performed. For gathering and processing services, the Partnership receives either fees or commodities from natural gas producers depending on the type of contract. Commodities received are in turn sold and recognized as revenue in accordance with the criteria outlined above. Under the percentage-of-proceeds contract type, the Partnership is paid for its services by keeping a percentage of the NGLs produced and a percentage of the residue gas resulting from processing the natural gas. Under the percentage-of-index contract type, the Partnership earns revenue by purchasing wellhead natural gas at a percentage of the index price and selling processed natural gas and NGLs at a price approximating the index price to third parties. The Partnership generally reports revenue gross in the consolidated statements of operations when it acts as the principal, takes title to the product, and incurs the risks and rewards of ownership. Revenue for fee-based arrangements is presented net, because the Partnership takes the role of an agent for the producers. Allowance for doubtful accounts is determined based on historical write-off experience and specific identification.
Derivative Instruments. The Partnership's net income and cash flows are subject to volatility stemming from changes in market prices such as natural gas prices, NGLs prices, processing margins and interest rates. The Partnership uses product-specific swaps to create offsetting positions to specific commodity price exposures, and uses interest rate swap contracts to create offsetting positions to specific interest rate exposures. Derivative financial instruments are recorded on the balance sheet at their fair value based on their settlement date. The Partnership employs derivative financial instruments in connection with an underlying asset, liability and/or anticipated transaction and not for speculative purposes. Furthermore, the Partnership regularly assesses the creditworthiness of counterparties to manage the risk of default. Derivative financial instruments qualifying for hedge accounting treatment may be designated by the Partnership as cash flow hedges. The Partnership enters into cash flow hedges to hedge the variability in cash flows related to a forecasted transaction. At inception, the Partnership formally documents the relationship between the hedging instrument and the hedged item, the risk management objectives, and the methods used for assessing and testing correlation and hedge effectiveness. The Partnership also assesses, both at the inception of the hedge and on an on-going basis, whether the derivatives are highly effective in offsetting changes in cash flows of the hedged item. If the Partnership determines that a derivative is no longer highly effective as a hedge, it would discontinues hedge accounting prospectively by including changes in the fair value of the derivative in current earnings. For cash flow hedges, changes in the derivative fair values, to the extent that the hedges are effective, are recorded as a component of accumulated other comprehensive income (loss) until the hedged transactions occur and are recognized in earnings. Any ineffective portion of a cash flow hedge's change in value is recognized immediately in earnings. In the statement of cash flows, the effects of settlements of derivative instruments are classified consistent with the related hedged transactions.
Benefits. The Partnership provides medical, dental, and other healthcare benefits to employees. The total amount incurred by the Partnership for the years ended December 31, 2013, 2012 and 2011, was $9 million, $9 million and $6 million, respectively, in operation and maintenance and general and administrative expenses, as appropriate. The Partnership also provides a matching contribution to its employee’s 401(k) accounts. Effective January 1, 2011, the Partnership’s 401(k) plan merged with and into that of ETP. As a result of the merger, the Partnership’s matching contributions that had not yet fully vested became fully vested. All future matching contributions from the Partnership to the employee 401(k) accounts vest immediately. In addition, SUGS maintained a separate defined contribution plan during March 26, 2012 to December 31, 2012. The total amount of matching contributions for the years ended December 31, 2013, 2012 and 2011 was $7 million, $4 million and $3 million, respectively, and were recorded in operation and maintenance and general and administrative expenses as appropriate. The Partnership has no pension obligations or other post-employment benefits. Beginning January 1, 2013, the Partnership provides a 3% profit sharing contribution to employee 401(k) accounts for all employees with base compensation below a specified threshold. The contribution is in addition to the 401(k) matching contribution and employees become vested based on years of service.
Income Taxes. The Partnership is generally not subject to income taxes, except as discussed below, because its income is taxed directly to its partners. The Partnership is subject to the gross margins tax enacted by the state of Texas. The Partnership has two wholly-owned subsidiaries that are subject to income tax and provides for deferred income taxes using the asset and liability method. Accordingly, deferred taxes are recorded for differences between the tax and book basis that will reverse in future periods. The Partnership has deferred tax liabilities of $22 million as of December 31, 2013 and 2012 related to the difference between the book and tax basis of property, plant and equipment and intangible assets and they are included in other long-term liabilities in the accompanying consolidated balance sheets. The Partnership follows the guidance for uncertainties in income taxes where a liability for an unrecognized tax benefit is recorded for a tax position that does not meet the “more likely than not” criteria. The Partnership has not recorded any uncertain tax positions meeting the more likely than not criteria as of December 31, 2013 and 2012. The Partnership recognized an immaterial amount for current federal income tax expense and deferred income tax benefit for the years ended December 31, 2013, 2012, and 2011.

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Although the SUGS operations were included in the Southern Union consolidated federal income tax return prior to the SUGS Acquisition, following their acquisition by the Partnership, SUGS’s operations are now treated as a pass-through entity. Therefore, other than one wholly-owned subsidiary, SUGS’s historical operations exclude income taxes for all periods presented.

Effective with the Partnership’s acquisition of SUGS on April 30, 2013, SUGS is generally no longer subject to federal income taxes and subject only to gross margins tax in the state of Texas. Substantially all previously recorded current and deferred tax liabilities were settled with Southern Union, along with all other intercompany receivables and payables at the date of acquisition.
The IRS commenced audits of our 2007 and 2008 federal income tax returns on January 27, 2010. The IRS has now completed its audit of these returns and proposed certain adjustments. The Partnership filed a protest with the IRS to initiate the appeals process and appeal certain of these adjustments. Until this matter is fully resolved, it is not known whether any amounts ultimately recorded would be material, or how such adjustments would affect unitholders. The statute of limitations for these audits has been extended to December 31, 2014. In January 2014, the Partnership settled the 2007 through 2009 tax returns audit for a wholly-owned subsidiary for an immaterial amount.
Equity-Based Compensation. The Partnership accounts for equity-based compensation by recognizing the grant-date fair value of awards into expense as they are earned, using an estimated forfeiture rate. The forfeiture rate assumption is reviewed annually to determine whether any adjustments to expense are required.
Earnings per Unit. Basic net income per common unit is computed through the use of the two-class method, which allocates earnings to each class of equity security based on their participation in distributions and deemed distributions. Accretion of the Series A Preferred Units is considered as deemed distributions. Distributions and deemed distributions to the Series A Preferred Units reduce the amount of net income available to the general partner and limited partner interests. The general partners’ interest in net income or loss consists of its respective percentage interest, make-whole allocations for any losses allocated in a prior tax year and IDRs. After deducting the General Partner’s interest, the limited partners’ interest in the remaining net income or loss is allocated to each class of equity units based on distributions and beneficial conversion feature amounts, if applicable, then divided by the weighted average number of common and subordinated units outstanding in each class of security. Diluted net income per common unit is computed by dividing limited partners’ interest in net income, after deducting the General Partner’s interest, by the weighted average number of units outstanding and the effect of non-vested phantom units, Series A Preferred Units and unit options. For special classes of common units, such as the Class F units issued with a beneficial conversion feature, the amount of the benefit associated with the period is added back to net income and the unconverted class is added to the denominator.
3. Partners’ Capital and Distributions
Units Activity. The changes in common and Class F units were as follows:
 Common Class F 
Balance - December 31, 2010137,281,336
 
 
Common unit offerings, net of costs20,000,001
 
 
Issuance of common units under LTIP, net of forfeitures and tax withholding156,271
 
 
Balance - December 31, 2011157,437,608
 
 
Common unit offerings, net of costs12,650,000
 
 
Issuance of common units under the equity distribution agreement, net of cost691,129
 
 
Issuance of common units under LTIP, net of forfeitures and tax withholding172,720
 
 
Balance - December 31, 2012170,951,457
 
 
Issuance of common units under LTIP, net of forfeitures and tax withholding184,995
 
 
Issuance of common units under the equity distribution agreement, net of cost5,712,138
 
 
Conversion of Series A preferred units for common units2,629,223
 
 
Issuance of common units and Class F common units in connection with SUGS Acquisition31,372,419
(1) 
6,274,483
(2) 
Balance - December 31, 2013210,850,232
 6,274,483
 
(1)ETE has agreed to forgo IDR payments on the Partnership common units issued with the SUGS Acquisition for twenty-four months post-transaction closing.
(2)The Class F common units are not entitled to participate in the Partnership’s distributions or earnings for twenty-four months post-transaction closing.
Equity Distribution Agreement. In June 2012, the Partnership entered into an Equity Distribution Agreement with Citi under which the Partnership may offer and sell common units, representing limited partner interests, having an aggregate offering price of up

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to $200 million, from time to time through Citi, as sales agent for the Partnership. Sales of these units, if any, made from time to time under the Equity Distribution Agreement will be made by means of ordinary brokers’ transactions on the New York Stock Exchange at market prices, in block transactions, or as otherwise agreed upon by the Partnership and Citi. The Partnership may also sell common units to Citi as principal for its own account at a price agreed upon at the time of sale. Any sale of common units to Citi as principal would be pursuant to the terms of a separate agreement between the Partnership and Citi. The Partnership intends to use the net proceeds from the sale of these units for general partnership purposes. For the years ended December 31, 2013 and 2012, the Partnership received net proceeds of $149 million and $15 million, respectively, from units issued pursuant to this Equity Distribution Agreement. As of December 31, 2013, $34 million remains available to be issued under this agreement.
Public Common Unit Offerings. In March 2012, the Partnership issued 12,650,000 common units representing limited partner interests in a public offering at a price of $24.47 per common unit, resulting in net proceeds of $297 million. In May 2012, the Partnership used the net proceeds from this offering to redeem 35%, or $88 million, in aggregate principal amounts of its outstanding senior notes due 2016; pay related premium, expenses and accrued interest; and repay outstanding borrowings under the revolving credit facility. In August 2010, the Partnership sold 17,537,500 common units and received $408 million in proceeds, inclusive of the General Partner’s proportionate capital contribution. In October 2011, the Partnership issued 11,500,000 common units representing limited partnership interests in a public offering at a price of $20.92 per common unit, resulting in net proceeds of $232 million which were used to repay outstanding borrowings under the revolving credit facility.
Private Common Unit Offerings. In May 2011, the Partnership sold 8,500,001 common units representing limited partnership interests resulting in net proceeds of $204 million, to partially fund its capital contribution to Lone Star. These units were issued in a private placement conducted in accordance with the exemption from the registration requirements of the Securities Act of 1933, as amended, under section 4(2) thereof. These units were subsequently registered with the SEC.
Beneficial Conversion Feature. The Partnership issued 6,274,483 Class F common units in connection with the SUGS Acquisition. At the commitment date (February 27, 2013), the sales price of $23.91 per unit represented a $2.19 per unit discount from the fair value of the Partnership’s common units as of April 30, 2013. Under FASB ASC 470-20, “Debt with Conversion and Other Options,” the discount represents a beneficial conversion feature that is treated as a non-cash distribution for purposes of calculating earnings per unit. The beneficial conversion feature is reflected in income per unit using the effective yield method over the period the Class F common units are outstanding, as indicated on the statement of operations in the line item entitled “beneficial conversion feature for Class F common units.” The Class F common units are convertible to common units on a one-for-one basis on May 8, 2015.
Noncontrolling Interest. The Partnership operates ELG, a gas gathering joint venture in south Texas in which other third party companies own a 40% interest, which is reflected on the Partnership’s consolidated balance sheet as noncontrolling interest.
Distributions. The partnership agreement requires the distribution of all of the Partnership’s Available Cash (defined below) within 45 days after the end of each quarter to unitholders of record on the applicable record date, as determined by the General Partner.
Available Cash. Available Cash, for any quarter, generally consists of all cash and cash equivalents on hand at the end of that quarter less the amount of cash reserves established by the general partner to: (i) provide for the proper conduct of the Partnership’s business; (ii) comply with applicable law, any debt instruments or other agreements; or (iii) provide funds for distributions to the unitholders and to the General Partner for any one or more of the next four quarters and plus, all cash on hand on that date of determination of available cash for the quarter resulting from working capital borrowings made after the end of the quarter for which the determination is being made.
General Partner Interest and Incentive Distribution Rights. The General Partner is entitled to its proportionate share of all quarterly distributions that the Partnership makes prior to its liquidation. The General Partner has the right, but not the obligation, to contribute a proportionate amount of capital to the Partnership to maintain its current general partner interest. The General Partner’s initial 2% interest in these distributions has been reduced since the Partnership has issued additional units and the General Partner has not contributed a proportionate amount of capital to the Partnership to maintain its General Partner interest. The General Partner ownership interest as of December 31, 2013 was 1.3%. This General Partner interest is represented by 2,834,381 equivalent units as of December 31, 2013.
The IDRs held by the General Partner entitle it to receive an increasing share of Available Cash when pre-defined distribution targets are achieved. The General Partner’s IDRs are not reduced if the Partnership issues additional units in the future and the general partner does not contribute a proportionate amount of capital to the Partnership to maintain its general partner interest.
In connection with the SUGS Acquisition, ETE agreed to forgo IDR payments on the Partnership common units issued with this transaction for the twenty-four months post-transaction closing.
Distributions. The Partnership made the following cash distributions per unit during the years ended December 31, 2013 and 2012:

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Distribution Date 
Cash Distribution
(per common unit)
November 14, 2013 $0.470
August 14, 2013 0.465
May 13, 2013 0.460
February 14, 2013 0.460
   
November 14, 2012 $0.460
August 14, 2012 0.460
May 14, 2012 0.460
February 13, 2012 0.460
The Partnership paid a cash distribution of $0.475 per common unit on February 14, 2014.
4. Income per Limited Partner Unit
The following table provides a reconciliation of the numerator and denominator of the basic and diluted earnings per unit computations for the years ended December 31, 2013, 2012, and 2011.
 For the Years Ended December 31,
 2013 2012 2011
 
Income
(Numerator)
 
Units
(Denominator)
 
Per-Unit
Amount
 
Income
(Numerator)
 
Units
(Denominator)
 
Per-Unit
Amount
 
Income
(Numerator)
 
Units
(Denominator)
 
Per-Unit
Amount
Basic income per unit                 
Limited Partners’ interest in net income$34
 196,227,348
 $0.17
 $27
 167,492,735
 $0.16
 $57
 145,490,869
 $0.39
Effect of Dilutive Securities:                 
Common unit options
 22,714
   
 10,854
   
 19,192
  
Phantom units *
 357,230
   
 223,325
   
 148,388
  
Series A Preferred Units
 2,050,854
   (5) 4,658,700
   (10) 4,632,389
  
Diluted income per unit$34
 198,658,146
 $0.17
 $22
 172,385,614
 $0.13
 $47
 150,290,838
 $0.32
__________________
*Amount assumes maximum conversion rate for market condition awards.
There were no securities that could potentially dilute earnings per unit in the future that were not included in the computation of diluted earnings per unit.
The partnership agreement requires that the General Partner shall receive a 100% allocation of income until its capital account is made whole for all of the net losses allocated to it in prior years.
5. Acquisitions and Dispositions
2013
SUGS Acquisition. The SUGS Acquisition is discussed in footnote 1 - Organization and Basis of Presentation.
PVR Acquisition. In October 2013, the Partnership announced that it entered into a merger agreement with PVR (“PVR Acquisition”) pursuant to which the Partnership intends to merge with PVR. This merger will be a unit-for-unit transaction plus a one-time $37 million cash payment to PVR unitholders which represents total consideration of $5.6 billion, including the assumption of net debt of $1.8 billion. The holders of PVR common units, PVR Class B Units and PVR Special Units (“PVR Unit(s)”) will receive 1.02 Partnership common units in exchange for each PVR Unit held on the applicable record date. In November 2013, the Partnership

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received approval of the PVR Acquisition under the Hart-Scott-Rodino Antitrust Improvements Act. The transaction is subject to the approval of PVR’s unitholders and other customary closing conditions, and is expected to close in March 2014.
The PVR Acquisition is expected to enhance our geographic diversity with a strategic presence in the Marcellus and Utica shales in the Appalachian Basin and the Granite Wash in the Mid-Continent region.
Eagle Rock Acquisition. In December, 2013, the Partnership entered into an agreement to purchase Eagle Rock’s midstream business (the “Eagle Rock Midstream Acquisition”) for approximately $1.3 billion. This acquisition is expected to complement the Partnership’s core gathering and processing business, and when combined with the PVR Acquisition, is expected to further diversify the Partnership’s basin exposure in the Texas Panhandle, east Texas and south Texas. The Eagle Rock Midstream Acquisition is expected to close in the second quarter of 2014, and is subject to the approval of Eagle Rock unitholders, Hart-Scott-Rodino Antitrust Improvements Act approval and other customary closing conditions.
Hoover Energy Acquisition. On February 3, 2014, the Partnership completed its previously announced acquisition of the subsidiaries of Hoover that are engaged in crude oil gathering, transportation and terminaling, condensate handling, natural gas gathering, treating and processing, and water gathering and disposal services in the southern Delaware Basin in west Texas. The consideration paid by the Partnership was valued at $281.6 million (subject to customary post-closing adjustments) and consisted of (i) 4,040,471 common units issued to Hoover and (ii) $183.6 million in cash. A portion of the consideration is being held in escrow as security for certain indemnification claims. The Partnership financed the cash portion of the purchase price through borrowings under its revolving credit facility. The Partnership will account for the acquisition of Hoover using the acquisition method of accounting, which requires, among other things, that assets acquired and liabilities assumed be recognized on the balance sheet at their fair values as of the acquisition date. Management’s evaluation of the assigned fair values is ongoing as the transaction was recently completed and therefore the Partnership was not able to complete the preliminaryallocation of the purchase price to the acquired assets and liabilities prior to the issuance of these financial statements.
2011
Lone Star. On May 2, 2011, the Partnership contributed $593 million in cash to Lone Star, in exchange for its 30% interest. Lone Star, a newly formed joint venture that is owned 70% by ETP and 30% by the Partnership, completed its acquisition of all of the membership interest in LDH, a wholly-owned subsidiary of Louis Dreyfus Highbridge Energy LLC for $1.98 billion in cash. To fund a portion of this capital contribution, the Partnership issued 8,500,001 common units representing limited partnership interests with net proceeds of $204 million. The remaining portion of the Partnership’s capital contribution was funded by additional borrowings under its revolving credit facility.
Ranch JV. On December 2, 2011, Ranch JV was formed by the Partnership, APM and CM, each owning a 33.33% interest in the joint venture. Ranch JV processes natural gas delivered from the NGLs-rich Bone Spring and Avalon shale formations in west Texas.
6. Investments in Unconsolidated Affiliates
As of December 31, 2013, the Partnership has a 49.99% general partner interest in HPC, a 50% membership interest in MEP, a 30% membership interest in Lone Star, a 33.33% membership interest in Ranch JV, and a 50% membership interest in Grey Ranch. The Partnership acquired a 33.33% membership interest in Ranch JV in December 2011, a 30% interest in Lone Star in May 2011, a 49.9% interest in MEP in May 2010 and a 0.1% interest in MEP in September 2011. The carrying value of the Partnership’s investment in each of the unconsolidated affiliates as of December 31, 2013 and 2012 is as follows:
 December 31,
 2013 2012
HPC$442
 $650
MEP548
 581
Lone Star1,070
 948
Ranch JV36
 35
Grey Ranch1
 
 $2,097
 $2,214
The following tables summarize the changes in the Partnership’s investment activities in each of the unconsolidated affiliates for the years ended December 31, 2013, 2012 and 2011:

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 Year Ended December 31, 2013
 
  HPC (2)
 MEP Lone Star Ranch JV Grey Ranch
Contributions$
 $
 $137
 $2
 $
Distributions238
 72
 79
 2
 
Share of net income36
 39
 64
 1
 1
Amortization of excess fair value of investment (1)
(6) 
 
 
 
 Year Ended December 31, 2012
 HPC MEP Lone Star Ranch JV Grey Ranch
Contributions$
 $
 $343
 $36
 $
Distributions61
 75
 68
 
 
Share of net income35
 42
 44
 (1) (9)
Amortization of excess fair value of investment (1)
(6) 
 
 
 

 Year Ended December 31, 2011
      HPC 
    MEP(3)
 
Lone Star(4)
 Ranch JV Grey Ranch
Contributions$
 $
 $645
 $
 N/A
Purchase of additional interest
 1
 
 
 N/A
Distributions65
 83
 22
 
 N/A
Return of investment
 
 23
 
 N/A
Share of net income55
 43
 28
 
 N/A
Amortization of excess fair value of investment (1)
(6) 
 
 
 N/A
__________________
(1)The Partnership’s investment in HPC was adjusted to its fair value on May 26, 2010 and the excess fair value over net book value was comprised of two components: (1) $155 million was attributed to HPC’s long-lived assets and is being amortized as a reduction of income from unconsolidated affiliates over the useful lives of the respective assets, which vary from 15 to 30 years, and (2) $32 million could not be attributed to a specific asset and therefore will not be amortized in future periods.
(2)HPC entered into a $500 million 5-year revolving credit facility in September 2013, pursuant to which the Partnership pledged its 49.99% equity interest in HPC. Upon closing such credit facility, HPC borrowed $370 million to fund a non-recurring return of investment to its partners of which the Partnership received $185 million. The amount outstanding under this facility was $445 million as of December 31, 2013. The Partnership’s contingent obligation with respect to the outstanding borrowings under this facility was $222 million at December 31, 2013.
(3)In September 2011, the Partnership purchased an additional 0.1% interest in MEP from ETP for $1 million in cash, bringing the total membership interest to 50%.
(4)For the period from initial contribution, May 2, 2011, to December 31, 2011.
N/AThe Partnership acquired a 50% interest in Grey Ranch in March 2012, as part of the SUGS Acquisition in April 2013.
7. Derivative Instruments
Policies. The Partnership established comprehensive risk management policies and procedures to monitor and manage the market risks associated with commodity prices, counterparty credit, and interest rates. The General Partner is responsible for delegation of transaction authority levels, and the Audit and Risk Committee of the General Partner is responsible for the overall management of these risks, including monitoring exposure limits. The Audit and Risk Committee receives regular briefings on exposures and overall risk management in the context of market activities.
Commodity Price Risk. The Partnership is a net seller of NGLs, condensate and natural gas as a result of its gathering and processing operations. The prices of these commodities are impacted by changes in the supply and demand as well as other market forces. Both the Partnership’s profitability and cash flow are affected by the inherent volatility of these commodities which could adversely affect its ability to make distributions to its unitholders. The Partnership manages this commodity price exposure through an integrated strategy that includes management of its contract portfolio, matching sales prices of commodities with purchases, optimization of its portfolio by monitoring basis and other price differentials in operating areas, and the use of derivative contracts. In some cases, the Partnership may not be able to match pricing terms or to cover its risk to price exposure with financial hedges,

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and it may be exposed to commodity price risk. Speculative positions with derivative contracts are prohibited under the Partnership’s policies.
The Partnership has swap contracts settled against NGLs (propane, butane, and natural gasoline), condensate and natural gas market prices. The Partnership also had put options settled against ethane, which expired in December 2012.
On January 1, 2012, the Partnership de-designated its swap contracts and began accounting for these contracts using the mark-to-market method of accounting. As of December 31, 2013, the Partnership had an immaterial amount in net hedging gains in AOCI, all of which will be amortized to earnings over the next three months.
As of December 31, 2012, SUGS had outstanding receive-fixed natural gas price swaps with a total notional amount of 4,562,500 MMBtu for 2012. These natural gas price swaps were accounted for as cash flow hedges, with effective portion of changes in their fair value recorded to AOCI and reclassified into revenues in the same period which the forecasted natural gas sales impact earnings. As of April 30, 2013, in connection with the SUGS Acquisition, these outstanding hedges were terminated.
Interest Rate Risk. The Partnership is exposed to variable interest rate risk as a result of borrowings under its revolving credit facility. The Partnership's $250 million interest rate swaps expired in April 2012. As of December 31, 2013, the Partnership had $510 million of outstanding borrowings exposed to variable interest rate risk.
Credit Risk. The Partnership’s resale of NGLs, condensate, and natural gas exposes it to credit risk, as the margin on any sale is generally a very small percentage of the total sales price. Therefore, a credit loss can be very large relative to overall profitability on these transactions. The Partnership monitors credit exposure and attempts to ensure that it issues credit only to creditworthy counterparties and that in appropriate circumstances any such extension of credit is backed by adequate collateral, such as a letter of credit or parental guarantee from a parent company with potentially better credit.
The Partnership is exposed to credit risk from its derivative counterparties. The Partnership does not require collateral from these counterparties. The Partnership deals primarily with financial institutions when entering into financial derivatives, and utilizes master netting agreements that allow for netting of swap contract receivables and payables in the event of default by either party. If the Partnership’s counterparties failed to perform under existing swap contracts, the Partnership’s maximum loss as of December 31, 2013 was $4 million, which would be reduced by less than $1 million due to the netting feature. The Partnership has elected to present assets and liabilities under master netting agreements gross on the consolidated balance sheets.
Embedded Derivatives. The Series A Preferred Units contain embedded derivatives which are required to be bifurcated and accounted for separately, such as the holders’ conversion option and the Partnership’s call option. These embedded derivatives are accounted for using mark-to-market accounting. The Partnership does not expect the embedded derivatives to affect its cash flows.
The Partnership’s derivative assets and liabilities, including credit risk adjustments, as of December 31, 2013 and 2012 are detailed below:
 Assets Liabilities
 December 31, December 31,
 2013 2012 2013 2012
Derivatives designated as cash flow hedges       
Current amounts       
Commodity contracts$
 $
 $
 $5
Total cash flow hedging instruments
 
 
 5
Derivatives not designated as cash flow hedges       
Current amounts       
Commodity contracts$3
 $4
 $9
 $1
Long-term amounts       
Commodity contracts1
 1
 
 
Embedded derivatives in Series A Preferred Units
 
 19
 25
Total derivatives$4
 $5
 $28
 $31
The Partnership’s statements of operations for the years ended December 31, 2013, 2012 and 2011 were impacted by derivative instruments activities as detailed below:

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  Years Ended December 31,
  2013 2012 2011
Derivatives in cash flow hedging relationships: 
Change in Value Recognized in AOCI on Derivatives
(Effective Portion)
Commodity derivatives $
 $(4) $(13)
Derivatives in cash flow hedging relationships:
Location of Gain/(Loss)
Recognized in Income
Amount of Gain/(Loss) Reclassified from AOCI into Income
(Effective Portion)
Commodity derivativesRevenue$
 $6
 $(19)
  Years Ended December 31,
  2013 2012 2011
Derivatives not designated in a hedging relationship:
Location of Gain/(Loss)
Recognized in Income
Amount of Gain/(Loss) from De-designation Amortized from AOCI into Income
Commodity derivativesRevenue$
 $(5) $
Derivatives not designated in a hedging relationship:
Location of Gain/(Loss)
Recognized in Income
Amount of Gain/(Loss) Recognized in Income on Derivatives
Commodity derivativesRevenue$(9) $16
 $
Embedded derivativesOther income & deductions6
 14
 18
  $(3) $30
 $18
8. Long-term Debt
Obligations in the form of senior notes and borrowings under the credit facilities are as follows:
 December 31,
 2013 2012
Senior notes$2,800
 $1,965
Revolving loans510
 192
Total3,310
 2,157
Less: current portion
 
Long-term debt$3,310
 $2,157
Availability under revolving credit facility:   
Total credit facility limit$1,200
 $1,150
Revolving loans(510) (192)
Letters of credit(14) (12)
Total available$676
 $946
Long-term debt maturities as of December 31, 2013 for each of the next five years are as follows:
Year Ended December 31,Amount
2014$
2015
2016
2017
2018600
Thereafter2,710
Total$3,310
Revolving Credit Facility
In the year ended December 31, 2013, 2012 and 2011 the Partnership borrowed $1.43 billion, $1.56 billion and $940 million, respectively, under its revolving credit facility; these borrowings were to fund capital expenditures and acquisitions. During the

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same periods, the Partnership repaid $1.1 billion, $1.70 billion and $893 million, respectively, with proceeds from equity offerings and issuances of senior notes.
In May 2013, RGS entered into the Sixth Amended and Restated Credit Agreement to increase the commitment to $1.2 billion with a $300 million uncommitted incremental facility and extended the maturity date to May 21, 2018. The material differences between the Fifth and Sixth Amended and Restated Credit Agreement include:

A 75 bps decrease in pricing, with an additional 50 bps decrease upon the achievement of an investment grade rating;
No limitation on the maximum amount that the loan parties may invest in joint ventures existing on the date of the credit agreement so long as the Partnership is in pro forma compliance with the financial covenants;
The addition of a “Restricted Subsidiary” structure such that certain designated subsidiaries are not subject to the credit facility covenants and do not guarantee the obligations thereunder or pledge their assets in support thereof;
The addition of provisions such that upon the achievement of an investment grade rating by the Partnership, the collateral package will be released; the facility will become unsecured; and the covenant package will be significantly reduced;
An eight-quarter increase in the permitted Total Leverage Ratio; and
After March 2015, an increase in the permitted total leverage ratio for the two fiscal quarters following any $50 million or greater acquisition.
The Partnership capitalized $6 million of net loan fees which is being amortized over the remaining term.
The revolving credit facility and the guarantees are senior to the Partnership’s and the guarantors’ unsecured obligations, to the extent of the value of the assets securing such obligations.

As of December 31, 2013, the Partnership was in compliance in all material respects with all of the financial covenants contained within the new credit agreement.
The outstanding balance under the revolving credit facility bears interest at LIBOR plus a margin or alternate base rate (equivalent to the U.S. prime lending rate) plus a margin, or a combination of both. The alternate base rate used to calculate interest on base rate loans will be calculated based on the greatest to occur of a base rate, a federal funds effective rate plus 0.50% and an adjusted one-month LIBOR rate plus 1.00%. The applicable margin shall range from 0.625% to 1.50% for base rate loans, 1.625% to 2.50% for Eurodollar loans. The weighted average interest rate on the total amounts outstanding under the Partnership’s revolving credit facility was 2.17% and 2.93% as of December 31, 2013 and 2012, respectively.
RGS must pay (i) a commitment fee ranging from 0.30% to 0.45% per annum of the unused portion of the revolving loan commitments, (ii) a participation fee for each revolving lender participating in letters of credit ranging from 1.625% to 2.50% per annum of the average daily amount of such lender’s letter of credit exposure and (iii) a fronting fee to the issuing bank of letters of credit equal to 0.20% per annum of the average daily amount of the letter of credit exposure. These fees are included in interest expense, net in the consolidated statement of operations.
The revolving credit facility contains financial covenants requiring RGS and its subsidiaries to maintain a debt to consolidated EBITDA (as defined in the credit agreement) ratio less than 5.00 for the first eight quarters (after March 2015, an increase is allowed in the permitted total leverage ratio for the first two fiscal quarters following any $50 million or greater acquisition), consolidated EBITDA to consolidated interest expense ratio greater than 2.50 and a secured debt to consolidated EBITDA ratio less than 3.25. At December 31, 2013 and 2012, RGS and its subsidiaries were in compliance with these covenants.

The revolving credit facility restricts the ability of RGS to pay dividends and distributions other than reimbursements of the Partnership for expenses and payment of dividends to the Partnership to the amount of available cash (as defined) so long as no default or event of default has occurred or is continuing. The revolving credit facility also contains various covenants that limit (subject to certain exceptions), among other things, the ability of RGS to:
incur indebtedness;
grant liens;
enter into sale and leaseback transactions;
make certain investments, loans and advances;
dissolve or enter into a merger or consolidation;
enter into asset sales or make acquisitions;
enter into transactions with affiliates;
prepay other indebtedness or amend organizational documents or transactions documents (as defined in the revolving credit facility);
issue capital stock or create subsidiaries; or

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engage in any business other than those businesses in which it was engaged at the time of the effectiveness of the revolving credit facility or reasonable extension thereof.

In February 2014, RGS entered into the first Amendment to the Sixth Amended and restated Credit Agreement to, among other things, expressly permit the pending PVR and Eagle Rock acquisitions, and to increase the commitment to $1.5 billion and increase the uncommitted incremental facility to $500 million. The amendment will specifically allows the Partnership to assume the series of PVR senior notes that mature prior to the credit agreement.
Senior Notes

In May 2009, the Partnership and Finance Corp. issued $250 million of senior notes that mature on June 1, 2016 (the “2016 Notes”). The 2016 Notes bear interest at 9.375% with interest payable semi-annually in arrears on June 1 and December 1. In May 2012, the Partnership redeemed 35%, or $88 million, of the 2016 Notes, bringing the total outstanding principal amount to $163 million. A redemption premium of $8 million was charged to loss on debt refinancing, net in the consolidated statement of operations and $4 million of accrued interest was paid. The Partnership also wrote off the unamortized loan fee of $1 million and unamortized bond premium of $2 million to loss on debt refinancing, net in the consolidated statement of operations. In June 2013, the Partnership redeemed all amounts outstanding 2016 Notes for $178 million cash, inclusive of accrued and unpaid interest of $7 million and other fees and expenses.

The Partnership and Finance Corp. have outstanding the following series of senior notes (collectively “Senior Notes”):

$600 million in aggregate principal amount of our 6.875% senior notes due December 1, 2018 (the “2018 Notes”) with interest payable semi-annually in arrears on June 1 and December 1;
$400 million in aggregate principal amount of our 5.75% senior notes due September 1, 2020 (the “2020 Notes”) with interest payable semi-annually in arrears on March 1 and September 1;
$500 million in aggregate principal amount of our 6.5% senior notes due July 15, 2021 (the “2021 Notes”) with interest payable semi-annually in arrears on January 15 and July 15;
$900 million in aggregate principal of our 5.875% senior notes due March 1, 2022 (the “2022 Notes”), issued in February 2014, with interest payable semi-annually in arrears on March 1 and September 1;
$700 million in aggregate principal amount of our 5.5% senior notes due April 15, 2023 (the “2023 5.5% Notes”) with interest payable semi-annually in arrears on April 15 and October 15; and
$600 million in aggregate principal amount of our 4.5% senior notes due November 1, 2023 (the “2023 4.5% Notes”) with interest payable semi-annually in arrears on May 1 and November 1.

The Senior Notes are guaranteed by our existing consolidated subsidiaries except Finance Corp and ELG.

The Senior Notes are redeemable at any time prior to the dates specified below at a price equal to 100% of the principal amount of the applicable series, plus a make-whole premium and accrued and unpaid interest, if any, to the redemption date.

2018 Notes - Beginning December 1, 2014 100% may be redeemed at fixed redemption price of 103.438% (December 1, 2015 - 101.719% and December 1, 2016 and thereafter - 100%) plus accrued and unpaid interest, if any, to the redemption date
2020 Notes - Redeemable, in whole or in part, prior to June 1, 2020 at 100% of the principal amount plus a make-whole premium and accrued and unpaid interest, if any, to the redemption date; redeemable, in whole or in part, on or after June 1, 2020 at 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date
2021 Notes - Any time prior to July 15, 2014, up to 35% may be redeemed at a price of 106.5% plus accrued and unpaid interest, if any; beginning July 15, 2016, 100% may be redeemed at fixed redemption price of 103.25% (July 15, 2017 - 102.167%, July 15, 2018 - 101.083% and July 15, 2019 and thereafter - 100%) plus accrued and unpaid interest, if any, to the redemption date
2022 Notes - Redeemable, in whole or in part, prior to December 1, 2021 at 100% at the principal amount plus a make-whole premium and accrued and unpaid interest, if any, to the redemption date; redeemable, in whole or in part, on or after December 1, 2021 at 100% at the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date
2023 5.5% Notes - Any time prior to October 15, 2015, up to 35% may be redeemed at a price of 105.5% plus accrued and unpaid interest, if any; beginning October 15, 2017, 100% may be redeemed at fixed redemption price of 102.75% (October 15, 2018 - 101.833%, October 15, 2019 - 100.917% and October 15, 2020 and thereafter - 100%) plus accrued and unpaid interest, if any, to the redemption date
2023 4.5% Notes - Redeemable, in whole or in part, prior to August 1, 2023 at 100% of the principal amount plus a make-whole premium and accrued and unpaid interest, if any, to the redemption date; redeemable, in whole or in part, on or

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after August 1, 2023 at 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date

Upon a change of control followed by a ratings downgrade within 90 days of a change of control, each note holder of the Senior Notes will be entitled to require us to purchase all or a portion of its notes at a purchase price of 101% plus accrued and unpaid interest, if any. The Partnership’s ability to purchase the Senior Notes upon a change of control will be limited by the terms of our debt agreements, including the Partnership’s revolving credit facility.

The existing senior notes contain various covenants that limit, among other things, our ability, and the ability of certain of our subsidiaries, to:

incur additional indebtedness;
pay distributions on, or repurchase or redeem our equity interests;
make certain investments;
incur liens;
enter into certain types of transactions with affiliates; and
sell assets or consolidate or merge with or into other companies.

If the Senior Notes achieve investment grade ratings by both Moody’s and Standard & Poor’s and no default or event of default has occurred and is continuing, we will no longer be subject to many of the foregoing covenants. At December 31, 2013, we were in compliance with these covenants.
9. Intangible Assets
Activity related to intangible assets, net consisted of the following:
 
Customer
Relations
 Trade Names Total
Balance at January 1, 2012$681
 $60
 $741
Amortization(26) (3) (29)
Balance at December 31, 2012655
 57
 712
Amortization(26) (4) (30)
Balance at December 31, 2013$629
 $53
 $682
The average remaining amortization periods for customer relations and trade names are 24 and 16 years, respectively. The expected amortization of the intangible assets for each of the five succeeding years is $30 million.
10. Fair Value Measures
The fair value measurement provisions establish a three-tiered fair value hierarchy that prioritizes inputs to valuation techniques used in fair value calculations. The three levels of inputs are defined as follows:
Level 1—unadjusted quoted prices for identical assets or liabilities in active accessible markets;
Level 2—inputs that are observable in the marketplace other than those classified as Level 1; and
Level 3—inputs that are unobservable in the marketplace and significant to the valuation.
Entities are encouraged to maximize the use of observable inputs and minimize the use of unobservable inputs. If a financial instrument uses inputs that fall in different levels of the hierarchy, the instrument will be categorized based upon the lowest level of input that is significant to the fair value calculation.
The Partnership's financial assets and liabilities measured at fair value on a recurring basis are derivatives related to commodity swaps and embedded derivatives in the Series A Preferred Units. Derivatives related to commodity swaps are valued using observable inputs for similar instruments and incorporate Level 1 and Level 2 inputs. Embedded derivatives related to the Series A Preferred Units are valued using a binomial lattice model. The market inputs utilized in the model include credit spread, probabilities of the occurrence of certain events, common unit price, dividend yield, and expected volatility, and are classified as Level 3.

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The following table presents the Partnership’s derivative assets and liabilities measured at fair value on a recurring basis:
 Fair Value Measurement at December 31,
 2013 2012
 
Fair Value
Total
 Level 2 Level 3 
Fair Value
Total
 Level 2 Level 3
Assets           
Commodity Derivatives:           
Natural Gas$2
 $2
 $
 $2
 $2
 $
Natural Gas Liquids2
 2
 
 1
 1
 
Condensate
 
 
 2
 2
 
Total Assets$4
 $4
 $
 $5
 $5
 $
Liabilities           
Commodity Derivatives:           
Natural Gas$4
 $4
 $
 $5
 $5
 $
Natural Gas Liquids4
 4
 
 1
 1
 
Condensate1
 1
 
 
 
 
Embedded Derivatives in Series A Preferred Units19
 
 19
 25
 
 25
Total Liabilities$28
 $9
 $19
 $31
 $6
 $25

The following table presents the material unobservable inputs used to estimate the fair value of the embedded derivatives in the Series A Preferred Units:
Unobservable InputDecember 31, 2013
Credit Spread4.16%
Volatility23.71%
Changes in the Partnership's cost of equity and U.S. Treasury yields would cause a change in the credit spread used to value the embedded derivatives. Changes in the Partnership's historical unit price volatility would cause a change in the volatility used to value the embedded derivatives.
The following table presents the changes in Level 3 derivatives measured on a recurring basis for the years ended December 31, 2013 and 2012. There were no transfers between Level 2 and Level 3 derivatives for the years ended December 31, 2013 and 2012.
 
Embedded Derivatives in
Series A Preferred Units
Balance at January 1, 2012$39
Change in fair value(14)
Balance at December 31, 201225
Change in fair value, net of gain at conversion of $26 million(6)
Balance at December 31, 2013$19
The carrying amount of cash and cash equivalents, accounts receivable and accounts payable approximates fair value due to their short-term maturities. Long-term debt, other than the Senior Notes, is comprised of borrowings under which interest accrues under a floating interest rate structure. Accordingly, the carrying value approximates fair value.
The aggregate fair value and carrying amount of the Senior Notes at December 31, 2013 was $2.83 billion and $2.80 billion, respectively. As of December 31, 2012, the aggregate fair value and carrying amount of the Senior Notes was $2.13 billion and $1.97 billion, respectively. The fair value of the Senior Notes is a Level 1 valuation based on third party market value quotations.

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11. Leases
The following table is a schedule of future minimum lease payments for office space and certain equipment leased by the Partnership, that had initial or remaining non-cancelable lease terms in excess of one year as of December 31, 2013:
For the year ending December 31, Operating Lease
2014 $3
2015 3
2016 2
2017 2
2018 2
Thereafter 34
Total minimum lease payments$46
Total rent expense for operating leases, including those leases with terms of less than one year, was $11 million, $11 million and $3 million for the years ended December 31, 2013, 2012 and 2011, respectively.
12. Commitments and Contingencies
Legal. The Partnership is involved in various claims, lawsuits and audits by taxing authorities incidental to its business. These claims and lawsuits in the aggregate are not expected to have a material adverse effect on the Partnership’s business, financial condition, results of operations or cash flows.
PVR Shareholder Litigation. Five putative class action lawsuits challenging the PVR Acquisition are currently pending. All of the cases name PVR, PVR GP and the current directors of PVR GP, as well as the Partnership and the General Partner (collectively, the "Regency Defendants"), as defendants. Each of the lawsuits has been brought by a purported unitholder of PVR, both individually and on behalf of a putative class consisting of public unitholders of PVR. The lawsuits generally allege, among other things, that the directors of PVR GP breached their fiduciary duties to unitholders of PVR, that PVR GP, PVR and the Regency Defendants aided and abetted the directors of PVR GP in the alleged breach of these fiduciary duties, and, as to the actions in federal court, that some or all of PVR, PVR GP, and the directors of PVR GP violated Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder and Section 20(a) of the Exchange Act. The lawsuits purport to seek, in general, (i) injunctive relief, (ii) disclosure of certain additional information concerning the transaction, (iii) in the event the merger is consummated, rescission or an award of rescissory damages, (iv) an award of plaintiffs’ costs and (v) the accounting for damages allegedly causes by the defendants to these actions, and, (iv) such further relief as the court deems just and proper. The styles of the pending cases are as follows: David Naiditch v. PVR Partners, L.P., et al. (Case No. 9015-VCL) in the Court of Chancery of the State of Delaware); Charles Monatt v. PVR Partners, LP, et al. (Case No. 2013-10606) and Saul Srour v. PVR Partners, L.P., et al. (Case No. 2013-011015), each pending in the Court of Common Pleas for Delaware County, Pennsylvania; Stephen Bushansky v. PVR Partners, L.P., et al. (C.A. No. 2:13-cv-06829-HB); and Mark Hinnau v. PVR Partners, L.P., et al. (C.A. No. 2:13-cv-07496-HB), pending in the United States District Court for the Eastern District of Pennsylvania.

On January 28, 2014, the defendants entered into a Memorandum of Understanding (“MOU”) with Monatt, Srour, Bushansky, Naiditch and Hinnau pursuant to which defendants and the referenced plaintiffs agreed in principle to a settlement of their lawsuits (“Settled Lawsuits”), which will be memorialized in a separate settlement agreement, subject to customary conditions, including consummation of the PVR Acquisition, completion of certain confirmatory discovery, class certification and final approval by the Court of Common Pleas for Delaware County, Pennsylvania. If the Court approves the settlement, the Settled Lawsuits will be dismissed with prejudice and all defendants will be released from any and all claims relating to the Settled Lawsuits.
The settlement will not affect any provisions of the merger agreement or the form or amount of consideration to be received by PVR unitholders in the PVR Acquisition. The defendants have denied and continue to deny any wrongdoing or liability with respect to the plaintiffs’ claims in the aforementioned litigation and have entered into the settlement to eliminate the uncertainty, burden, risk, expense, and distraction of further litigation.
Environmental. The Partnership is responsible for environmental remediation at certain sites on its gathering and processing systems, resulting primarily from releases of hydrocarbons. The Partnership’s remediation program typically involves the management of contaminated soils and may involve remediation of groundwater. Activities vary with site conditions and locations, the extent and nature of the contamination, remedial requirements and complexity. The ultimate liability and total costs associated with these sites will depend upon many factors.

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The table below reflects the environmental liabilities recorded in the consolidated balance sheet at December 31, 2013 and 2012 where management believes a loss is probable and reasonably estimable. The Partnership does not have any material environmental remediation matters assessed as reasonably possible that would require disclosure in the financial statements.
 December 31,
 2013 2012
Current$2
 $5
Noncurrent6
 7
Total environmental liabilities$8
 $12
The Partnership made expenditures related to environmental remediation of $5 million for the year ended December 31, 2013.
Air Quality Control. The Partnership is currently negotiating settlements to certain enforcement actions by the NMED and the TCEQ. The TCEQ recently initiated a state-wide emissions inventory for the sulfur dioxide emissions from sites with reported emissions of 10 tons per year or more. If this data demonstrates that any source or group of sources may cause or contribute to a violation of the National Ambient Air Quality Standards, they must be sufficiently controlled to ensure timely attainment of the standard. This may potentially affect three SUGS recovery units in Texas. It is unclear at this time how the NMED will address the sulfur dioxide standard.
Compliance Orders from the NMED. SUGS has been in discussions with the NMED concerning allegations of violations of New Mexico air regulations related to the Jal #3 and Jal #4 facilities. Hearings on the COs were delayed until March 2014 to allow the parties to pursue substantive settlement discussions. The Partnership has meritorious defenses to the NMED claims and can offer significant mitigating factors to the claimed violations. The Partnership has recorded a liability of less than $1 million related to the claims and will continue to assess its potential exposure to the allegations as the matters progress.
CDM Sales Tax Audit. CDM Resource Management LLC (“CDM”), a subsidiary of the Partnership, has historically claimed the manufacturing exemption from sales tax in Texas, as is common in the industry.  The exemption is based on the fact that CDM's natural gas compression equipment is used in the process of treating natural gas for ultimate use and sale.  In a recent audit by the Texas Comptroller's office, the Comptroller has challenged the applicability of the manufacturing exemption to CDM.  The period being audited is from August 2006 to August 2007, and liability for that period is potentially covered by an indemnity obligation from CDM's prior owners.  CDM may also have liability for periods since 2008, and prospectively, if the Comptroller's challenge is ultimately successful.  An audit of the 2008 period has commenced.  In April 2013, an independent audit review agreed with the Comptroller's position.  While CDM continues to disagree with this position and intends to seek redetermination and other relief, the Partnership is unable to predict the final outcome of this matter.
In addition to the matters discussed above, the Partnership is involved in legal, tax and regulatory proceedings before various courts, regulatory commissions and governmental agencies regarding matters arising in the ordinary course of business, none of which are believed to be potentially material to the Partnership at this time.
13. Series A Preferred Units
On September 2, 2009, the Partnership issued 4,371,586 Series A Preferred Units at a price of $18.30 per unit, less issuance costs and a 4% discount of $3 million for net proceeds of $77 million, exclusive of the General Partner’s contribution of $2 million. The Series A Preferred Units are convertible to common units under terms described below, and if outstanding, are mandatorily redeemable on September 2, 2029 for $35 million plus all accrued but unpaid distributions thereon (the “Series A Liquidation Value”) and accrued interest. The Series A Preferred Units receive fixed quarterly cash distributions of $0.445 per unit which began with the quarter ending March 31, 2010.
Holders may elect to convert Series A Preferred Units to common units at any time. In July 2013, certain holders of Series A Preferred Units exercised their right to convert 2,459,017 Series A Preferred Units into common units. Concurrent with this transaction, the Partnership recognized a $26 million gain in other income and deductions, net, related to the embedded derivative and reclassified $41 million from the Series A Preferred Units into common units. As of December 31, 2013, the remaining Series A Preferred Units were convertible into 2,050,854 common units, and if outstanding, are mandatorily redeemable on September 2, 2029 for $35 million plus all accrued but unpaid distributions and interest thereon. The Series A Preferred Units receive fixed quarterly cash distributions of $0.445 per unit if outstanding on the record dates of the Partnership’s common unit distributions.
Distributions on the Series A Preferred Units were accrued for the first two quarters (and not paid in cash) and will result in an increase in the number of common units issuable upon conversion. If on any distribution payment date beginning March 31, 2010, the Partnership (1) fails to pay distributions on the Series A Preferred Units, (2) reduces the distributions on the common units to zero and (3) is prohibited by its material financing agreements from paying cash distributions, such distributions shall automatically

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accrue and accumulate until paid in cash. If the Partnership has failed to pay cash distributions in full for two quarters (whether or not consecutive) from and including the quarter ended on March 31, 2010, then if the Partnership fails to pay cash distributions on the Series A Preferred Units, all future distributions on the Series A Preferred Units that are accrued rather than being paid in cash by the Partnership will consist of the following: (1) $0.35375 per Series A Preferred Unit per quarter, (2) $0.09125 per Series A Preferred Unit per quarter (the “Common Unit Distribution Amount”), payable solely in common units, and (3) $0.09125 per Series A Preferred Unit per quarter (the “PIK Distribution Additional Amount”), payable solely in common units. The total number of common units payable in connection with the Common Unit Distribution Amount or the PIK Distribution Additional Amount cannot exceed $2 million in any period of 20 consecutive fiscal quarters.
Upon the Partnership’s breach of certain covenants (a “Covenant Default”), the holders of the Series A Preferred Units will be entitled to an increase of $0.1825 per quarterly distribution, payable solely in common units (the “Covenant Default Additional Amount”). All accumulated and unpaid distributions will accrue interest (i) at a rate of 2.432% per quarter, or (ii) if the Partnership has failed to pay all PIK Distribution Additional Amounts or Covenant Default Additional Amounts or any Covenant Default has occurred and is continuing, at a rate of 3.429% per quarter while such failure to pay or such Covenant Default continues.
The Series A Preferred Units are convertible, at the holder’s option, into common units, provided that the holder must request conversion of at least 375,000 Series A Preferred Units. The conversion price will initially be $18.30, subject to adjustment for customary events (such as unit splits). The number of common units issuable is equal to the issue price of the Series A Preferred Units (i.e. $18.30) being converted plus all accrued but unpaid distributions and accrued but unpaid interest thereon (the “Redeemable Face Amount”), divided by the applicable conversion price.
Commencing on September 2, 2014, if at any time the volume-weighted average trading price of the common units over the trailing 20-trading day period (the “VWAP Price”) is less than the then-applicable conversion price, the conversion ratio will be increased to: the quotient of (1) the Redeemable Face Amount on the date that the holder’s conversion notice is delivered, divided by (2) the product of (x) the VWAP Price set forth in the applicable conversion notice and (y) 91%, but will not be less than $10.
Also commencing on September 2, 2014, the Partnership will have the right at any time to convert all or part of the Series A Preferred Units into common units, if (1) the daily volume-weighted average trading price of the common units is greater than 150% of the then-applicable conversion price for 20 out of the trailing 30 trading days, and (2) certain minimum public float and trading volume requirements are satisfied.
In the event of a change of control, the Partnership will be required to make an offer to the holders of the Series A Preferred Units to purchase their Series A Preferred Units for an amount equal to 101% of their Series A Liquidation Value. In addition, in the event of certain business combinations or other transactions involving the Partnership in which the holders of common units receive cash consideration exclusively in exchange for their common units (a “Cash Event”), the Partnership must use commercially reasonable efforts to ensure that the holders of the Series A Preferred Units will be entitled to receive a security issued by the surviving entity in the Cash Event with comparable powers, preferences and rights to the Series A Preferred Units. If the Partnership is unable to ensure that the holders of the Series A Preferred Units will be entitled to receive such a security, then the Partnership will be required to make an offer to the holders of the Series A Preferred Units to purchase their Series A Preferred Units for an amount equal to 120% of their Series A Liquidation Value. If the Partnership enters into any recapitalization, reorganization, consolidation, merger, spin-off that is not a Cash Event, the Partnership will make appropriate provisions to ensure that the holders of the Series A Preferred Units receive a security with comparable powers, preferences and rights to the Series A Preferred Units upon consummation of such transaction. Subsequent to the ETE Acquisition, no unitholder exercised this option.
As of December 31, 2013, the Series A Preferred Units were convertible to 2,050,854 common units.
The following table provides a reconciliation of the beginning and ending balances of the Series A Preferred Units for the year ended December 31, 2013 and 2012:
 Units Amount 
Balance at January 1, 20124,371,586
 $71
  
Accretion to redemption valueN/A
 2
  
Balance at December 31, 20124,371,586
 73
  
Series A Preferred Units converted into common units(2,459,017) (41) 
Balance at December 31, 20131,912,569
 $32
*
* This amount will be accreted to $35 million plus any accrued but unpaid distributions and interest by deducting amounts from
partners’ capital over the remaining periods until the mandatory redemption date of September 2, 2029. Accretion during 2013
was immaterial.

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14. Related Party Transactions
As of December 31, 2013 and 2012, details of the Partnership’s related party receivables and related party payables were as follows:
 December 31,
 2013 2012
Related party receivables   
  HPC$1
 $1
  ETE and its subsidiaries25
 5
  Ranch JV2
 2
      Total related party receivables$28
 $8
Related party payables   
  HPC$1
 $1
  ETE and its subsidiaries68
 94
      Total related party payables$69
 $95
Transactions with ETE and its subsidiaries.Under the service agreement with Services Co., the Partnership paid Services Co.’s direct expenses for services performed, plus an annual fee of $10 million, and received the benefit of any cost savings recognized for these services. The services agreement has a five year term ending May 26, 2015, subject to earlier termination rights in the event of a change in control, the failure to achieve certain cost savings for the Partnership or upon an event of default. On April 30, 2013, this agreement was amended to provide for a waiver of the $10 million annual fee effective as of May 1, 2013 through and including April 30, 2015 and to clarify the scope and expenses chargeable as direct expenses thereunder.
On April 30, 2013, the Partnership entered into the second amendment (the “Operation and Service Amendment”) to the Operation and Service Agreement (the “Operation and Service Agreement”), by and among the Partnership, ETC, the General Partner and RGS. Under the Operation and Service Agreement, ETC performs certain operations, maintenance and related services reasonably required to operate and maintain certain facilities owned by the Partnership, and the Partnership reimburses ETC for actual costs and expenses incurred in connection with the provision of these services based on an annual budget agreed upon by both parties. The Operation and Service Agreement Amendment describes the services that ETC will provide in the future.
The Partnership incurred total service fees related to the agreements described above from ETE and its subsidiaries of $11 million for the year ended December 31, 2013, and $17 million for the years ended December 31, 2012 and 2011.
In conjunction with distributions made by the Partnership to the limited and general partner interests, ETE received cash distributions of $63 million, $62 million and $57 million for the years ended December 31, 2013, 2012 and 2011, respectively.
The General Partner has the right, but not the obligation, to contribute a proportionate amount of capital to the Partnership to maintain its general partner interest. No capital contributions were contributed during the years ended December 31, 2013 and 2012, respectively.
In September 2011, the Partnership purchased a 0.1% interest in MEP from ETP for $1 million in cash.
The Partnership’s Gathering and Processing segment, in the ordinary course of business, sells natural gas and NGLs to subsidiaries of ETE and records the revenue in gas sales and NGL sales. The Partnership’s Contract Services segment provides contract compression services to ETP and records revenue in gathering, transportation and other fees on the statement of operations. The Partnership’s Contract Services segment did not sell compression equipment to a subsidiary of ETP for the year ended December 31, 2013, and sold $1 million for the year ended December 31, 2012. As these transactions are between entities under common control, partners’ capital was increased, which represented a deemed contribution of the excess sales price over the carrying amounts. The Partnership’s Contract Services segment purchased compression equipment from a subsidiary of ETP for $95 million and $29 million during the years ended December 31, 2013 and 2012, respectively.
Prior to April 30, 2013, Southern Union provided certain administrative services for SUGS that were either based on SUGS's pro-rata share of combined net investment, margin and certain expenses or direct costs incurred by Southern Union on the behalf of SUGS. Southern Union also charged a management and royalty fee to SUGS for certain management support services provided by Southern Union on the behalf of SUGS and for the use of certain Southern Union trademarks, trade names and service marks by SUGS. The amounts were $21 million and $1 million for the period from March 26, 2012 to December 31, 2012. These administrative services were no longer being provided subsequent to the SUGS Acquisition.

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Transactions with HPC. Under a Master Services Agreement with HPC, the Partnership operates and provides all employees and services for the operation and management of HPC. For the years ended December 31, 2013, 2012, and 2011, the related party general and administrative expenses reimbursed to the Partnership were $18 million, $20 million, and $17 million, respectively, which is recorded in gathering, transportation and other fees on the statements of operations.
The Partnership’s Contract Services segment provides compression services to HPC and records revenue in gathering, transportation and other fees on the statement of operations. The Partnership also receives transportation services from HPC and records the cost as cost of sales.
Transactions with Lone Star. In 2013, the Partnership entered into a nineteen month agreement to sell NGL to Lone Star for approximately $5 million per month. For the year ended December 31, 2013, the Partnership had recorded $26 million in NGL sales under this contract.
Transactions with EPD and its subsidiaries. In January 2012, EPD sold a significant portion of its ownership in ETE’s common units, and subsequent to that transaction, owns less than 5% of ETE’s outstanding common units. As such, EPD is no longer considered a related party. During 2011, EPD owned a portion of ETE’s outstanding common units and therefore was considered a related party along with any of its subsidiaries. The Partnership, in the ordinary course of business, sells natural gas and NGLs to subsidiaries of EPD and records the revenue in gas sales and NGL sales. The Partnership also incurs NGL processing fees and transportation fees with subsidiaries of EPD and records these fees as cost of sales.
15. Concentration Risk
The following table provides information about the extent of reliance on major customers and gas suppliers. Total revenues and cost of sales from transactions with an external customer or supplier amounting to 10% or more of revenue or cost of gas and liquids are disclosed below, together with the identity of the reporting segment.
   Years Ended December 31,
 Reportable Segment 2013 2012 2011
Customer       
   Customer AGathering and Processing $381
 $367
 $366
   Customer BGathering and Processing 362
 451
 
Supplier       
   Supplier AGathering and Processing 164
 171
 133
   Supplier BGathering and Processing 185
 
 
The Partnership is a party to various commercial netting agreements that allow it and contractual counterparties to net receivable and payable obligations. These agreements are customary and the terms follow standard industry practice. In the opinion of management, these agreements reduce the overall counterparty risk exposure.
16. Segment Information
The Partnership has five reportable segments: Gathering and Processing, Natural Gas Transportation, NGL Services, Contract Services, and Corporate. The reportable segments are as described below:
Gathering and Processing. The Partnership provides “wellhead-to-market” services to producers of natural gas, which include transporting raw natural gas from the wellhead through gathering systems, processing raw natural gas to separate NGLs from the raw natural gas and selling or delivering pipeline-quality natural gas and NGLs to various markets and pipeline systems. This segment also includes ELG and the Partnership's 33.33% membership interest in Ranch JV, which processes natural gas delivered from the NGLs-rich Bone Spring and Avalon shale formations in west Texas. The Partnership completed the SUGS Acquisition on April 30, 2013 which was a reorganization of entities under common control. Therefore, the Gathering and Processing segment amounts have been retrospectively adjusted to reflect the SUGS Acquisition beginning March 26, 2012, the date upon which common control began.

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Natural Gas Transportation. The Partnership owns a 49.99% general partner interest in HPC, which owns RIGS, a 450-mile intrastate pipeline that delivers natural gas from northwest Louisiana to downstream pipelines and markets, a 50% membership interest in MEP, which owns a 500-mile interstate natural gas pipeline stretching from southeast Oklahoma through northeast Texas, northern Louisiana and central Mississippi to an interconnect with the Transcontinental Gas Pipe Line system in Butler, Alabama. This segment also includes Gulf States, which owns a 10-mile interstate pipeline that extends from Harrison County, Texas to Caddo Parish, Louisiana.
NGL Services. The Partnership owns a 30% membership interest in Lone Star, an entity owning a diverse set of midstream energy assets including pipelines, storage, fractionation and processing facilities located in the states of Texas, New Mexico, Mississippi and Louisiana.
Contract Services. The Partnership owns and operates a fleet of compressors used to provide turn-key natural gas compression services for customer specific systems. The Partnership 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.
Corporate. The Corporate segment comprises the Partnership’s corporate assets.
The Partnership accounts for intersegment revenues as if the revenues were to third parties, exclusive of certain cost of capital charges.
Management evaluates the performance of each segment and makes capital allocation decisions through the separate consideration of segment margin and operation and maintenance expenses. Segment margin, for the Gathering and Processing and the Natural Gas Transportation segments is defined as total revenues, including service fees, less cost of sales. In the Contract Services segment, segment margin is defined as revenues less direct costs.
Management believes segment margin is an important measure because it directly relates to volume, commodity price changes, revenue generating horsepower and revenue generating gallons per minute. Operation and maintenance expenses are a separate measure used by management to evaluate performance of field operations. Direct labor, insurance, property taxes, repair and maintenance, utilities and contract services comprise the most significant portion of operation and maintenance expenses. These expenses fluctuate depending on the activities performed during a specific period. The Partnership does not deduct operation and maintenance expenses from total revenues in calculating segment margin because management separately evaluates commodity volume and price changes in segment margin. The Partnership does not record segment margin for its investments in unconsolidated affiliates (HPC, MEP, Lone Star, Ranch JV, and Grey Ranch) because it records its ownership percentages of their net income as income from unconsolidated affiliates in accordance with the equity method of accounting.

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Results for each period, together with amounts related to each segment are shown below:
 Years Ended December 31,
 2013 2012 2011
External Revenue     
Gathering and Processing$2,287
 $1,797
 $1,226
Natural Gas Transportation1
 1
 1
NGL Services
 
 
Contract Services215
 183
 190
Corporate18
 19
 17
Eliminations
 
 
Total$2,521
 $2,000
 $1,434
      
Intersegment Revenue     
Gathering and Processing$
 $
 $
Natural Gas Transportation
 
 
NGL Services
 
 
Contract Services15
 21
 17
Corporate
 
 
Eliminations(15) (21) (17)
Total$
 $
 $
      
Cost of Sales     
Gathering and Processing$1,767
 $1,373
 $993
Natural Gas Transportation
 (1) (2)
NGL Services
 
 
Contract Services26
 15
 22
Corporate
 
 
Eliminations
 
 
Total$1,793
 $1,387
 $1,013
      
Segment Margin     
Gathering and Processing$521
 $423
 $233
Natural Gas Transportation
 2
 3
NGL Services
 
 
Contract Services204
 189
 185
Corporate18
 20
 17
Eliminations(15) (21) (17)
Total$728
 $613
 $421
      
Operation and Maintenance     
Gathering and Processing$237
 $183
 $98
Natural Gas Transportation
 
 
NGL Services
 
 
Contract Services72
 66
 66
Corporate1
 
 
Eliminations(14) (21) (17)
Total$296
 $228
 $147
      
Depreciation and Amortization     
Gathering and Processing$186
 $159
 $87
Natural Gas Transportation
 
 
NGL Services
 
 
Contract Services98
 86
 78
Corporate3
 7
 4
Eliminations
 
 
Total$287
 $252
 $169

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 Years Ended December 31,
 2013 2012 2011
Income from Unconsolidated Affiliates     
Gathering and Processing$1
 $(10) $
Natural Gas Transportation70
 71
 92
NGL Services64
 44
 28
Contract Services
 
 
Corporate
 
 
Eliminations
 
 
Total$135
 $105
 $120
      
Expenditures for Long-Lived Assets     
Gathering and Processing$721
 $395
 $282
Natural Gas Transportation
 
 
NGL Services
 
 
Contract Services311
 164
 120
Corporate2
 1
 4
Eliminations
 
 
Total$1,034
 $560
 $406


 December 31, 2013
 2013 2012 2011
Assets     
Gathering and Processing$4,748
 $4,210
 $1,960
Natural Gas Transportation991
 1,232
 1,297
NGL Services1,070
 948
 629
Contract Services1,897
 1,672
 1,621
Corporate76
 61
 61
Eliminations
 
 
Total$8,782
 $8,123
 $5,568
      
Investment in Unconsolidated Affiliates     
Gathering and Processing$36
 $35
 $
Natural Gas Transportation991
 1,231
 1,296
NGL Services1,070
 948
 629
Contract Services
 
 
Corporate
 
 
Eliminations
 
 
Total$2,097
 $2,214
 $1,925
      
Goodwill     
Gathering and Processing$651
 $651
 $313
Natural Gas Transportation
 
 
NGL Services
 
 
Contract Services477
 477
 477
Corporate
 
 
Eliminations
 
 
Total$1,128
 $1,128
 $790


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The table below provides a reconciliation of total segment margin to income before income taxes:
 Years Ended December 31,
 2013 2012 2011
Total segment margin$728
 $613
 $421
Operation and maintenance(296) (228) (147)
General and administrative(88) (100) (67)
(Loss) gain on assets sales, net(2) (3) 2
Depreciation and amortization(287) (252) (169)
Income from unconsolidated affiliates135
 105
 120
Interest expense, net(164) (122) (103)
Loss on debt refinancing, net(7) (8) 
Other income and deductions, net7
 29
*17
Income before income taxes$26
 $34
 $74
__________________
*Other income and deductions, net for the year ended December 31, 2012, included a one-time producer payment of $16 million related to an assignment of certain contracts.
17. Equity-Based Compensation
In December 2011, the Partnership’s unitholders approved the Regency Energy Partners LP 2011 Long-Term Incentive Plan (the “2011 Incentive Plan”), which provides for awards of options to purchase the Partnership’s common units; awards of the Partnership’s restricted units, phantom units and common units; awards of distribution equivalent rights; awards of common unit appreciation rights; and other unit-based awards to employees, directors and consultants of the Partnership and its affiliates and subsidiaries. The 2011 Incentive Plan will be administered by the Compensation Committee of the board of directors, which may, in its sole discretion, delegate its powers and duties under the 2011 Incentive Plan to the Chief Executive Officer. Up to 3,000,000 of the Partnership’s common units may be granted as awards under the 2011 Incentive Plan, with such amount subject to adjustment as provided for under the terms of the 2011 Incentive Plan.
The 2011 Incentive Plan may be amended or terminated at any time by the board of directors or the Compensation Committee without the consent of any participant or unitholder, including an amendment to increase the number of common units available for awards under the plan; however, any material amendment, such as a change in the types of awards available under the plan, would require the approval of the unitholders of the Partnership. The Compensation Committee is also authorized to make adjustments in the terms and conditions of, and the criteria included in awards under the 2011 Incentive Plan in specified circumstances. The 2011 Incentive Plan is effective until December 19, 2021 or, if earlier, the time at which all available units under the 2011 Incentive Plan have been issued to participants or the time of termination of the plan by the board of directors.
Unit-based compensation expense of $7 million, $5 million, and $3 million is recorded in general and administrative expense in the statement of operations for the years ended December 31, 2013, 2012 and 2011, respectively.

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Common Unit Options. The fair value of each option award is estimated on the date of grant using the Black-Scholes Option Pricing Model. Upon the exercise of the common unit options, the Partnership intends to settle these obligations with new issues of common units on a net basis. The common unit options activity for the years ended December 31, 2013, 2012, and 2011 is as follows:
2013
Common Unit Options Units Weighted Average Exercise Price
Outstanding at the beginning of period 156,550
 $21.96
Exercised (14,000) 21.14
Outstanding at end of period 142,550
 22.04
Exercisable at the end of the period 142,550
  
2012
Common Unit Options Units Weighted Average Exercise Price
Outstanding at the beginning of period 156,850
 $21.99
Forfeited or expired (300) 23.73
Outstanding at end of period 156,550
 21.96
Exercisable at the end of the period 156,550
  
2011
Common Unit Options Units Weighted Average Exercise Price
Outstanding at the beginning of period 201,950
 $21.93
Exercised (38,300) 20.84
Forfeited or expired (6,800) 26.72
Outstanding at end of period 156,850
 21.99
Exercisable at the end of the period 156,850
  
The common unit options have an intrinsic value of less than $1 million related to non-vested units with a weighted average contractual term of 2.4 years. Intrinsic value is the closing market price of a unit less the option strike price, multiplied by the number of unit options outstanding as of the end of the period presented. Unit options with an exercise price greater than the end of the period closing market price are excluded.
Phantom Units. In January 2014, the Partnership awarded 668,074 phantom units to senior management and certain key employees. These awards are service condition (time-based) grants that vest 60% at the end of the third year of service and 40% at the end of the fifth year of service.
During 2013, the Partnership awarded 62,360 phantom units to senior management and certain key employees. These awards are service condition (time-based) grants that generally vest 60% at the end of the third year of service and 40% at the end of the fifth year of service. Distributions on the phantom units will be paid concurrent with the Partnership’s distribution for common units.
In December 2012, the Partnership awarded 495,375 phantom units to senior management and certain key employees. These awards are service condition (time-based) grants that vest 60% at the end of the third year of service and 40% at the end of the fifth year of service. Also during 2012, 8,250 phantom units were awarded to senior management and key employees as service condition (time-based) grants that generally vest ratably over the next 5 years. Distributions on the phantom units (including non-vested units) will be paid concurrent with the Partnership’s distribution for common units.
During 2011, the Partnership awarded 596,320 phantom units to senior management and certain key employees. These awards are service condition (time-based) grants that generally vest ratably over the next 5 years. Distributions on the phantom units (including non-vested units) will be paid concurrent with the Partnership’s distribution for common units.




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The following table presents phantom unit activity for the years ended December 31, 2013, 2012 and 2011:
2013
Phantom Units Units 
Weighted Average
Grant Date
Fair Value
Outstanding at the beginning of the period 1,231,342
 $23.22
Service condition grants 62,360
 25.44
Vested service condition (231,163) 24.80
Forfeited service condition (35,900) 23.22
Forfeited market condition (44,397) 19.52
Total outstanding at end of period 982,242
 23.16
2012
Phantom Units Units 
Weighted Average
Grant Date
Fair Value
Outstanding at the beginning of the period 1,086,393
 $24.51
Service condition grants 503,625
 21.39
Vested service condition (223,258) 24.71
Vested market condition (10,200) 19.52
Forfeited service condition (120,868) 24.85
Forfeited market condition (4,350) 19.52
Total outstanding at end of period 1,231,342
 23.22
2011
Phantom Units Units 
Weighted Average
Grant Date
Fair Value
Outstanding at the beginning of the period 742,517
 $23.61
Service condition grants 596,320
 24.55
Vested service condition (142,520) 24.73
Vested market condition (8,550) 19.52
Forfeited service condition (88,474) 24.99
Forfeited market condition (12,900) 19.52
Total outstanding at end of period 1,086,393
 24.51
The Partnership expects to recognize $19 million of unit-based compensation expense related to non-vested phantom units over a period of 3.3 years.

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18. Quarterly Financial Data (Unaudited)
 Quarter Ended
2013December 31 September 30 June 30 March 31
Operating revenues$677
 $665
 $639
 $540
Operating income (loss)12
 24
 34
 (15)
Net (loss) income attributable to Regency Energy Partners LP(1) 39
 10
 (29)
Earnings per common units:       
Basic net (loss) income per common unit(0.03) 0.16
 0.07
 (0.06)
Diluted net (loss) income per common unit(0.03) 0.05
 0.07
 (0.06)
        
 Quarter Ended
2012 *December 31 September 30 June 30 March 31
Operating revenues$587
 $527
 $511
 $375
Operating income (loss)8
 5
 22
 (5)
Net (loss) income attributable to Regency Energy Partners LP(8) (1) 26
 15
Earnings per common units:       
Basic net (loss) income per common unit(0.08) (0.04) 0.14
 0.15
Diluted net (loss) income per common unit(0.08) (0.04) 0.10
 0.14
 _______________________
*Due to the SUGS Acquisition, these quarterly results have been retrospectively adjusted to include the operations of SUGS beginning March 26, 2012, the date upon which common control began.



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5.REGENCY GP LP AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS


INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets – December 31, 2013 and 2012
Consolidated Statements of Operations – Years Ended December 31, 2013, 2012 and 2011
Consolidated Statements of Comprehensive Income – Years Ended December 31, 2013, 2012 and 2011
Consolidated Statements of Partners’ Capital and Noncontrolling Interest
– Years Ended December 31, 2013, 2012 and 2011
Consolidated Statements of Cash Flows – Years Ended December 31, 2013, 2012 and 2011
Notes to Consolidated Financial Statements


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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Partners
Regency GP LP
We have audited the accompanying consolidated balance sheets of Regency GP LP (a Delaware limited partnership) and subsidiaries (the “Partnership”) as of December 31, 2013 and 2012, and the related consolidated statements of operations, comprehensive income, cash flows, and partners’ capital and noncontrolling interest for each of the three years in the period ended December 31, 2013. These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We did not audit the financial statements of Midcontinent Express Pipeline LLC, a 50 percent owned investee company, the Partnership’s investment in which is accounted for under the equity method of accounting. The Partnership’s investment in Midcontinent Express Pipeline LLC as of December 31, 2013 and 2012 was $548 million and $581 million, respectively, and its equity in the earnings of Midcontinent Express Pipeline LLC was $39 million, $42 million, and $43 million, respectively, for each of the three years in the period ended December 31, 2013. Those statements were audited by other auditors, whose reports has been furnished to us, and our opinion, insofar as it relates to the amounts included for Midcontinent Express Pipeline LLC, is based solely on the reports of the other auditors.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Partnership’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the reports of the other auditors provide a reasonable basis for our opinion.
In our opinion, based on our audits and the reports of the other auditors, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Regency GP LP and subsidiaries as of December 31, 2013 and 2012, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2013 in conformity with accounting principles generally accepted in the United States of America.
As discussed in Note 1, the accompanying consolidated financial statements have been adjusted to reflect the acquisition of an entity under common control, which has been accounted for in a manner similar to a pooling of interests.
/s/ GRANT THORNTON LLP
Dallas, Texas
February 27, 2014


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Regency GP LP
Consolidated Balance Sheets
(in millions)
 December 31, 2013 December 31, 2012
ASSETS   
Current Assets:   
Cash and cash equivalents$19
 $53
Trade accounts receivable292
 222
Related party receivables28
 8
Inventories42
 27
Other current assets19
 30
Total current assets400
 340
Property, Plant and Equipment:   
Gathering and transmission systems1,671
 1,308
Compression equipment1,627
 1,326
Gas plants and buildings825
 568
Other property, plant and equipment414
 377
Construction-in-progress513
 507
Total property, plant and equipment5,050
 4,086
Less accumulated depreciation(632) (400)
Property, plant and equipment, net4,418
 3,686
Other Assets:   
Investments in unconsolidated affiliates2,097
 2,214
Other, net of accumulated amortization of debt issuance costs of $24 and $1757
 43
Total other assets2,154
 2,257
Intangible Assets and Goodwill:   
Intangible assets, net of accumulated amortization of $107 and $77682
 712
Goodwill1,128
 1,128
Total intangible assets and goodwill1,810
 1,840
TOTAL ASSETS$8,782
 $8,123
LIABILITIES & PARTNERS’ CAPITAL AND NONCONTROLLING INTEREST   
Current Liabilities:   
Drafts payable$26
 $10
Trade accounts payable291
 255
Related party payables69
 95
Accrued interest38
 30
Other current liabilities51
 99
Total current liabilities475
 489
Long-term derivative liabilities19
 25
Other long-term liabilities30
 39
Long-term debt, net3,310
 2,157
Commitments and contingencies   
Regency’s Series A Preferred Units, redemption amount of $38 and $8532
 73
Partners’ Capital and Noncontrolling Interest:   
Partners’ capital782
 326
Predecessor equity
 1,733
     Total partners’ capital782
 2,059
Noncontrolling interest4,134
 3,281
Total partners’ capital and noncontrolling interest4,916
 5,340
TOTAL LIABILITIES AND PARTNERS’ CAPITAL AND NONCONTROLLING INTEREST$8,782
 $8,123


See accompanying notes to consolidated financial statements


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Regency GP LP
Consolidated Statements of Operations
(in millions)
 Years Ended December 31,
 2013 2012 2011
REVENUES     
Gas sales, including related party amounts of $71, $42, and $23$826
 $508
 $456
NGL sales, including related party amounts of $81, $28, and $3651,053
 991
 603
Gathering, transportation and other fees, including related party amounts of $26, $29, and $24545
 401
 351
Net realized and unrealized (loss) gain from derivatives(8) 23
 (19)
Other, including related party amounts of $-, $1, and $10105
 77
 43
Total revenues2,521
 2,000
 1,434
OPERATING COSTS AND EXPENSES     
Cost of sales, including related party amounts of $56, $35, and $221,793
 1,387
 1,013
Operation and maintenance296
 228
 147
General and administrative, including related party amounts of $11, $15, and $1788
 100
 67
Loss (gain) on asset sales, net2
 3
 (2)
Depreciation and amortization287
 252
 169
Total operating costs and expenses2,466
 1,970
 1,394
OPERATING INCOME55
 30
 40
Income from unconsolidated affiliates135
 105
 120
Interest expense, net(164) (122) (103)
Loss on debt refinancing, net(7) (8) 
Other income and deductions, net7
 29
 17
INCOME BEFORE INCOME TAXES26
 34
 74
Income tax benefit(1) 
 
NET INCOME$27
 $34
 $74
Net income attributable to noncontrolling interest(16) (25) (67)
NET INCOME ATTRIBUTABLE TO REGENCY GP LP$11
 $9
 $7


See accompanying notes to consolidated financial statements


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Regency GP LP
Consolidated Statements of Comprehensive Income
(in millions)
 Years Ended December 31,
 2013 2012��2011
Net income$27
 $34
 $74
Other comprehensive income:     
Net cash flow hedge amounts reclassified to earnings
 6
 19
Change in fair value of cash flow hedges
 (4) (13)
Total other comprehensive income$
 $2
 $6
Comprehensive income$27
 $36
 $80
Comprehensive income attributable to noncontrolling interest16
 25
 67
Comprehensive income attributable to Regency GP LP$11
 $11
 $13









































See accompanying notes to consolidated financial statements

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Regency GP LP
Consolidated Statements of Partners’ Capital and Noncontrolling Interest
(in millions)
 
Partners’
Interest
 AOCI Predecessor Equity 
Noncontrolling
Interest
 Total
Balance—December 31, 2010$333
 $(11) $
 $2,972
 $3,294
Regency common unit offerings, net of costs
 
 
 436
 436
Regency unit-based compensation expenses
 
 
 3
 3
Distributions to partners and noncontrolling interests(10) 
 
 (264) (274)
Net income7
 
 
 67
 74
Distributions to Regency Series A Preferred Units
 
 
 (8) (8)
Net cash flow hedge amounts reclassified to earnings


 19
 
 
 19
Net change in fair value of cash flow hedges
 (13) 
 
 (13)
Balance—December 31, 2011$330
 $(5) $
 $3,206
 $3,531
Regency common unit offerings, net of costs
 
 
 312
 312
Regency common units issued under LTIP, net of forfeitures and tax withholding
 
 
 (1) (1)
Regency unit-based compensation expenses
 
 
 5
 5
Distributions to partners and noncontrolling interests(13) 
 
 (309) (322)
Net income9
 
 (14) 39
 34
Contributions from noncontrolling interest
 
 
 42
 42
Distributions to Regency Series A Preferred Units
 
 
 (8) (8)
Accretion of Series A Preferred Units
 
 
 (2) (2)
Net cash flow hedge amounts reclassified to earnings
 5
 
 
 5
Contribution of net investment to unitholders
 (3) 1,747
 
 1,744
Balance—December 31, 2012$326
 $(3) $1,733
 $3,284
 $5,340
Contribution of net investment to Regency1,925
 3
 (1,928) 
 
Regency issuance of common units in connection with the SUGS Acquisition, net of costs(819) 
 
 819
 
Regency issuance of Regency Class F common units in connection with the SUGS Acquisition, net of costs(142) 
 
 142
 
Contribution of assets between entities under common control below historical cost(504) 
 231
 
 (273)
Regency common unit offerings, net of costs
 
 
 149
 149
Conversion of Regency Series A Preferred Units for common units
 
 
 41
 41
Regency unit-based compensation expenses
 
 
 7
 7
Distributions to partners, noncontrolling interests and subsidiary’s unvested unit awards(15) 
 
 (371) (386)
Contributions from noncontrolling interest
 
 
 17
 17
Net income11
 
 (36) 52
 27
Distributions to Regency Series A Preferred Units
 
 
 (6) (6)
Balance—December 31, 2013$782
 $
 $
 $4,134
 $4,916



See accompanying notes to consolidated financial statements


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Regency GP LP
Consolidated Statements of Cash Flows
(in millions)
 Years Ended December 31,
 2013 2012 2011
OPERATING ACTIVITIES     
Net income$27
 $34
 $74
Reconciliation of net income to net cash flows provided by operating activities:     
Depreciation and amortization, including debt issuance cost amortization and bond premium write-off and amortization293
 259
 175
Income from unconsolidated affiliates(135) (105) (120)
Derivative valuation changes6
 (12) (21)
Loss (gain) on asset sales, net2
 3
 (2)
Regency unit-based compensation expenses7
 5
 3
Cash flow changes in current assets and liabilities:     
Trade accounts receivable and related party receivables(96) 
 (8)
Other current assets and other current liabilities(54) 10
 11
Trade accounts payable, related party payables and deferred revenues119
 18
 23
Distributions of earnings received from unconsolidated affiliates142
 121
 119
Cash flow changes in other assets and liabilities125
 (9) 
Net cash flows provided by operating activities436
 324
 254
INVESTING ACTIVITIES     
Capital expenditures(1,034) (560) (406)
Capital contributions to unconsolidated affiliates(148) (356) (53)
Distributions in excess of earnings of unconsolidated affiliates249
 83
 74
Acquisition of investment in unconsolidated affiliates, net of cash received
 
 (594)
Acquisitions, net of cash received(475) 
 
Proceeds from asset sales15
 26
 24
Net cash flows used in investing activities(1,393) (807) (955)
FINANCING ACTIVITIES     
Borrowings (repayments) under revolving credit facility, net318
 (140) 47
Proceeds from issuance of senior notes1,000
 700
 500
Redemptions of senior notes(163) (88) 
Debt issuance costs(24) (15) (10)
Distributions to non-controlling interest and subsidiary distributions on unvested unit awards(371) (309) (264)
Partner distributions(15) (13) (10)
Contributions from noncontrolling interest17
 42
 
Contributions from previous parent
 51
 
Drafts payable18
 4
 2
Subsidiary common units issued under LTIP, net of forfeitures and tax withholding
 (1) 
Proceeds from Regency issuance of common units, net of issuance costs149
 312
 436
Distributions to Regency Series A Preferred Units(6) (8) (8)
Net cash flows provided by financing activities923
 535
 693
Net change in cash and cash equivalents(34) 52
 (8)
Cash and cash equivalents at beginning of period53
 1
 9
Cash and cash equivalents at end of period$19
 $53
 $1
      
Supplemental cash flow information:     
Accrued capital expenditures$60
 $136
 $24
Issuance of Class F and common units in connection with SUGS Acquisition961
 
 
Interest paid, net of amounts capitalized146
 112
 83
Income taxes paid
 
 2
Accrued capital contribution to unconsolidated affiliate13
 23
 
See accompanying notes to consolidated financial statements

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Regency GP LP
Notes to Consolidated Financial Statements
(Tabular dollar amounts are in millions)


1. Organization and Basis of Presentation
Organization of Regency GP LP. Regency GP LP (the “General Partner”) is the general partner of Regency Energy Partners LP. The General Partner owns a 1.3% general partner interest and the incentive distribution rights of Regency Energy Partners LP. Regency GP LLC owns a 0.001% general partner interest in the General Partner and the remaining limited partner interest is owned by ETE GP Acquirer LLC, which is a wholly-owned subsidiary of Energy Transfer Equity, L.P. (“ETE”).
Organization of Regency Energy Partners LP. Regency Energy Partners LP and its subsidiaries (“Regency” or the “Partnership”) are engaged in the business of gathering, processing and transporting natural gas and natural gas liquids (“NGLs”) as well as providing contract compression services.
SUGS Acquisition. In April 2013, the Partnership acquired Southern Union Gas Services (“SUGS”) from Southern Union Company (“Southern Union”), a wholly-owned subsidiary of Holdco, for $1.5 billion (the “SUGS Acquisition”). The Partnership financed the acquisition by issuing to Southern Union 31,372,419 of Regency common units and 6,274,483 Regency Class F common units. The Regency Class F common units are not entitled to participate in the Partnership’s distributions for twenty-four months post-transaction closing. The remaining $600 million, less $107 million of closing adjustments, was paid in cash. In addition, ETE agreed to forgo IDR payments on the Partnership common units issued with this transaction for the twenty-four months post-transaction closing and to suspend the $10 million annual management fee paid by the Partnership for two years post-transaction close.
The Regency common units and Regency Class F common units related to the SUGS Acquisition were issued in a private placement conducted in accordance with the exemption from registration requirements of the Securities Act of 1933, as amended under Section 4(2) thereof. The Regency Class F common units will convert into common units on a one-for-one basis in May 2015.
The cash portion of the SUGS Acquisition was funded from the net proceeds of $600 million of senior notes issued by the Partnership on April 30, 2013 in a private placement. In December 2013, these senior notes were exchanged for senior notes that are substantially identical, except that the exchange senior notes are registered under federal securities law and do not have any transfer restrictions. In January 2014, Panhandle Eastern Pipe Line Company, LP (“PEPL”) entered into an agreement and plan of merger with Southern Union and PEPL Holdings, LLC (“PEPL Holdings”), pursuant to which each of Southern Union and PEPL Holdings were merged with and into PEPL, with PEPL as the surviving entity.  In connection with this merger, PEPL assumed the guarantee of collection with respect to the payment of the principal amounts of the senior notes issued.
The Partnership accounted for the SUGS Acquisition in a manner similar to the pooling of interest method of accounting, as it was a transaction between commonly controlled entities. Under this method of accounting, the Partnership reflected historical balance sheet data for the Partnership and SUGS instead of reflecting the fair market value of SUGS assets and liabilities from the date of acquisition forward. The Partnership retrospectively adjusted its financial statements to include the balances and operations of SUGS from March 26, 2012 (the date upon which common control began).
The assets acquired and liabilities assumed in the SUGS Acquisition were as follows:
 April 30, 2013
Current assets$113
Property, plant and equipment, net1,608
Goodwill337
Other non-current assets1
Total assets acquired$2,059
Less: 
Current liabilities(93)
Non-current liabilities(36)
Net assets acquired$1,930

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The following table presents the revenues and net income for the previously separate entities and combined amounts presented herein:
 Years Ended December 31,
 2013 2012
Revenues:   
     Partnership$2,253
 $1,339
     SUGS (1)
268
 661
          Combined$2,521
 $2,000
    
Net income (loss):   
     Partnership$63
 $48
     SUGS (1)
(36) (14)
          Combined$27
 $34
(1)Combined amounts attributable to SUGS include the period from March 26, 2012 to December 31, 2012 for the year ended December 31, 2012, and the period from January 1, 2013 to April 30, 2013 for the year ended December 31, 2013. Subsequent to the closing of the SUGS Acquisition on April 30, 2013, the results of SUGS were attributable to the Partnership.
Basis of presentation. The consolidated financial statements of the General Partner have been prepared in accordance with GAAP and include the accounts of all controlled subsidiaries after the elimination of all intercompany accounts and transactions. Certain prior year numbers have been conformed to the current year presentation. Subsequent events have been evaluated through February 27, 2014, the date the financial statements were issued.
2. Summary of Significant Accounting Policies
Use of Estimates. These consolidated financial statements have been prepared in conformity with GAAP, which includes the use of estimates and assumptions by management that affect the reported amounts of assets, liabilities, revenues, expenses and disclosure of contingent assets and liabilities that exist at the date of the financial statements. Although these estimates are based on management’s available knowledge of current and expected future events, actual results could be different from those estimates.
Common Control Transactions. Entities and assets acquired from ETE and its affiliates are accounted for as common control transactions whereby the net assets acquired are combined with the Partnership’s net assets at their historical amounts. If consideration transferred differs from the carrying value of the net assets acquired, the excess or deficiency is treated as a capital transaction similar to a dividend or capital contribution. To the extent that such transactions require prior periods to be recast, historical net equity amounts prior to the transaction date are reflected in predecessor equity.
Cash and Cash Equivalents. Cash and cash equivalents include temporary cash investments with original maturities of three months or less.
Equity Method Investments. The equity method of accounting is used to account for the Partnership’s interest in investments of greater than 20% voting interest or where the Partnership exerts significant influence over an investee but lacks control over the investee.
Inventories. Inventories are valued at the lower of cost or market and include materials and parts primarily utilized by the Contract Services segment.
Property, Plant and Equipment. Property, plant and equipment is recorded at historical cost of construction or, upon acquisition, the fair value of the assets acquired. Gains or losses on sales or retirements of assets are included in operating income unless the disposition is treated as discontinued operations. Natural gas and NGLs used to maintain pipeline minimum pressures is and classified as property, plant and equipment. Financing costs associated with the construction of larger assets requiring ongoing efforts over a period of time are capitalized. For the years ended December 31, 2013, 2012 and 2011, the Partnership capitalized interest of $2 million, $1 million and $1 million, respectively. The costs of maintenance and repairs, which are not significant improvements, are expensed when incurred. Expenditures to extend the useful lives of the assets are capitalized.
Depreciation expense related to property, plant and equipment was $258 million, $219 million, and $138 million for the years ended December 31, 2013, 2012 and 2011, respectively. In March 2012, the Partnership recorded a $7 million “out-of-period” adjustment to depreciation expense to correct the estimated useful lives of certain assets to comply with its policy.

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Depreciation of property, plant and equipment is recorded on a straight-line basis over the following estimated useful lives:
Functional Class of PropertyUseful Lives (Years)
Gathering and Transmission Systems10 - 50
Compression Equipment2 - 30
Gas Plants and Buildings5 - 35
Other property, plant and equipment3 - 15
Intangible Assets. As of December 31, 2013, intangible assets consisted of trade names and customer relations, and are amortized on a straight line basis over their estimated useful lives, which is the period over which the assets are expected to contribute directly or indirectly to the Partnership’s future cash flows. The estimated useful lives range from 20 to 30 years.
The Partnership assesses long-lived assets, including property, plant and equipment and intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is assessed by comparing the carrying amount of an asset to undiscounted future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amounts exceed the fair value of the assets. The Partnership did not record any impairment in 2013, 2012 or 2011.
Goodwill. Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in a business combination. Goodwill is not amortized, but is tested for impairment annually based on the carrying values as of November 30 or December 31 depending on the reporting unit, or more frequently if impairment indicators arise that suggest the carrying value of goodwill may not be recovered. The Partnership has the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount as a basis for determining whether further impairment testing is necessary. Impairment is indicated when the carrying amount of a reporting unit exceeds its fair value. To estimate the fair value of the reporting units, the Partnership makes estimates and judgments about future cash flows, as well as revenues, cost of sales, operating expenses, capital expenditures and net working capital based on assumptions that are consistent with the Partnership’s most recent forecast. At the time it is determined that an impairment has occurred, the carrying value of the goodwill is written down to its fair value. The Partnership did not record any impairment in 2013, 2012 or 2011.
Other Assets, net. Other assets, net primarily consists of debt issuance costs, which are capitalized and amortized to interest expense, net over the life of the related debt.
Gas Imbalances. Quantities of natural gas or NGLs over-delivered or under-delivered related to imbalance agreements are recorded monthly as other current assets or other current liabilities using then current market prices or the weighted average prices of natural gas or NGLs at the plant or system pursuant to imbalance agreements for which settlement prices are not contractually established. Within certain volumetric limits determined at the sole discretion of the creditor, these imbalances are generally settled by deliveries of natural gas. Imbalance receivables and payables as of December 31, 2013 and 2012 were immaterial.
Asset Retirement Obligations. Legal obligations associated with the retirement of long-lived assets are recorded at fair value at the time the obligations are incurred, if a reasonable estimate of fair value can be made. Present value techniques are used which reflect assumptions such as removal and remediation costs, inflation,  and profit margins that third parties would demand to settle the amount of the future obligation. The Partnership does not include a market risk premium for unforeseeable circumstances in its fair value estimates because such a premium cannot be reliably estimated. Upon initial recognition of the liability, costs are capitalized as a part of the long-lived asset and allocated to expense over the useful life of the related asset. The liability is accreted to its present value each period with accretion being recorded to operating expense with a corresponding increase in the carrying amount of the liability. The ARO assets and liabilities were immaterial as of December 31, 2013.
Environmental. The Partnership's operations are subject to federal, state and local laws and rules and regulations regarding water quality, hazardous and solid waste management, air quality control and other environmental matters. These laws, rules and regulations require the Partnership to conduct its operations in a specified manner and to obtain and comply with a wide variety of environmental registrations, licenses, permits, inspections and other approvals. Failure to comply with applicable environmental laws, rules and regulations may expose the Partnership to significant fines, penalties and/or interruptions in operations. The Partnership's environmental policies and procedures are designed to achieve compliance with such applicable laws and regulations. These evolving laws and regulations and claims for damages to property, employees, other persons and the environment resulting from current or past operations may result in significant expenditures and liabilities in the future.
Predecessor Equity. Predecessor equity included on the consolidated statement of partners' capital and noncontrolling interest represents SUGS member's capital prior to the acquisition date (April 30, 2013).

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Revenue Recognition. The Partnership earns revenue from (i) domestic sales of natural gas, NGLs and condensate, (ii) natural gas gathering, processing and transportation, and (iii) contract compression and treating services. Revenue associated with sales of natural gas, NGLs and condensate are recognized when title passes to the customer, which is when the risk of ownership passes to the purchaser and physical delivery occurs. Revenue associated with transportation and processing fees are recognized when the service is provided. For contract compression and contract treating services, revenue is recognized when the service is performed. For gathering and processing services, the Partnership receives either fees or commodities from natural gas producers depending on the type of contract. Commodities received are in turn sold and recognized as revenue in accordance with the criteria outlined above. Under the percentage-of-proceeds contract type, the Partnership is paid for its services by keeping a percentage of the NGLs produced and a percentage of the residue gas resulting from processing the natural gas. Under the percentage-of-index contract type, the Partnership earns revenue by purchasing wellhead natural gas at a percentage of the index price and selling processed natural gas and NGLs at a price approximating the index price to third parties. The Partnership generally reports revenue gross in the consolidated statements of operations when it acts as the principal, takes title to the product, and incurs the risks and rewards of ownership. Revenue for fee-based arrangements is presented net, because the Partnership takes the role of an agent for the producers. Allowance for doubtful accounts is determined based on historical write-off experience and specific identification.
Derivative Instruments. The Partnership's net income and cash flows are subject to volatility stemming from changes in market prices such as natural gas prices, NGLs prices, processing margins and interest rates. The Partnership uses product-specific swaps to create offsetting positions to specific commodity price exposures, and uses interest rate swap contracts to create offsetting positions to specific interest rate exposures. Derivative financial instruments are recorded on the balance sheet at their fair value based on their settlement date. The Partnership employs derivative financial instruments in connection with an underlying asset, liability and/or anticipated transaction and not for speculative purposes. Furthermore, the Partnership regularly assesses the creditworthiness of counterparties to manage the risk of default. Derivative financial instruments qualifying for hedge accounting treatment may be designated by the Partnership as cash flow hedges. The Partnership enters into cash flow hedges to hedge the variability in cash flows related to a forecasted transaction. At inception, the Partnership formally documents the relationship between the hedging instrument and the hedged item, the risk management objectives, and the methods used for assessing and testing correlation and hedge effectiveness. The Partnership also assesses, both at the inception of the hedge and on an on-going basis, whether the derivatives are highly effective in offsetting changes in cash flows of the hedged item. If the Partnership determines that a derivative is no longer highly effective as a hedge, it would discontinues hedge accounting prospectively by including changes in the fair value of the derivative in current earnings. For cash flow hedges, changes in the derivative fair values, to the extent that the hedges are effective, are recorded as a component of accumulated other comprehensive income (loss) until the hedged transactions occur and are recognized in earnings. Any ineffective portion of a cash flow hedge's change in value is recognized immediately in earnings. In the statement of cash flows, the effects of settlements of derivative instruments are classified consistent with the related hedged transactions.
Benefits. The Partnership provides medical, dental, and other healthcare benefits to employees. The total amount incurred by the Partnership for the years ended December 31, 2013, 2012 and 2011, was $9 million, $9 million and $6 million, respectively, in operation and maintenance and general and administrative expenses, as appropriate. The Partnership also provides a matching contribution to its employee’s 401(k) accounts. Effective January 1, 2011, the Partnership’s 401(k) plan merged with and into that of Energy Transfer Partners (“ETP”). As a result of the merger, the Partnership’s matching contributions that had not yet fully vested became fully vested. All future matching contributions from the Partnership to the employee 401(k) accounts vest immediately. In addition, SUGS maintained a separate defined contribution plan during March 26, 2012 to December 31, 2012. The total amount of matching contributions for the years ended December 31, 2013, 2012 and 2011 was $7 million, $4 million and $3 million, respectively, and were recorded in operation and maintenance and general and administrative expenses as appropriate. The Partnership has no pension obligations or other post-employment benefits. Beginning January 1, 2013, the Partnership provides a 3% profit sharing contribution to employee 401(k) accounts for all employees with base compensation below a specified threshold. The contribution is in addition to the 401(k) matching contribution and employees become vested based on years of service.
Income Taxes. The Partnership is generally not subject to income taxes, except as discussed below, because its income is taxed directly to its partners. The Partnership is subject to the gross margins tax enacted by the state of Texas. The Partnership has two wholly-owned subsidiaries that are subject to income tax and provides for deferred income taxes using the asset and liability method. Accordingly, deferred taxes are recorded for differences between the tax and book basis that will reverse in future periods. The Partnership has deferred tax liabilities of $22 million as of December 31, 2013 and 2012 related to the difference between the book and tax basis of property, plant and equipment and intangible assets and they are included in other long-term liabilities in the accompanying consolidated balance sheets. The Partnership follows the guidance for uncertainties in income taxes where a liability for an unrecognized tax benefit is recorded for a tax position that does not meet the “more likely than not” criteria. The Partnership has not recorded any uncertain tax positions meeting the more likely than not criteria as of December 31, 2013 and 2012. The Partnership recognized an immaterial amount for current federal income tax expense and deferred income tax benefit for the years ended December 31, 2013, 2012, and 2011.

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Although the SUGS operations were included in the Southern Union consolidated federal income tax return prior to the SUGS Acquisition, following their acquisition by the Partnership, SUGS’s operations are now treated as a pass-through entity. Therefore, other than one wholly-owned subsidiary, SUGS’s historical operations exclude income taxes for all periods presented.

Effective with the Partnership’s acquisition of SUGS on April 30, 2013, SUGS is generally no longer subject to federal income taxes and subject only to gross margins tax in the state of Texas. Substantially all previously recorded current and deferred tax liabilities were settled with Southern Union, along with all other intercompany receivables and payables at the date of acquisition.
The IRS commenced audits of our 2007 and 2008 federal income tax returns on January 27, 2010. The IRS has now completed its audit of these returns and proposed certain adjustments. The Partnership filed a protest with the IRS to initiate the appeals process and appeal certain of these adjustments. Until this matter is fully resolved, it is not known whether any amounts ultimately recorded would be material, or how such adjustments would affect unitholders. The statute of limitations for these audits has been extended to December 31, 2014. In January 2014, the Partnership settled the 2007 through 2009 tax returns audit for a wholly-owned subsidiary for an immaterial amount.
Equity-Based Compensation. The Partnership accounts for equity-based compensation by recognizing the grant-date fair value of awards into expense as they are earned, using an estimated forfeiture rate. The forfeiture rate assumption is reviewed annually to determine whether any adjustments to expense are required.
2. Summary of Significant Accounting Policies
Use of Estimates. These consolidated financial statements have been prepared in conformity with GAAP, which includes the use of estimates and assumptions by management that affect the reported amounts of assets, liabilities, revenues, expenses and disclosure of contingent assets and liabilities that exist at the date of the financial statements. Although these estimates are based on management’s available knowledge of current and expected future events, actual results could be different from those estimates.
Common Control Transactions. Entities and assets acquired from ETE and its affiliates are accounted for as common control transactions whereby the net assets acquired are combined with the Partnership’s net assets at their historical amounts. If consideration transferred differs from the carrying value of the net assets acquired, the excess or deficiency is treated as a capital transaction similar to a dividend or capital contribution. To the extent that such transactions require prior periods to be recast, historical net equity amounts prior to the transaction date are reflected in predecessor equity.
Cash and Cash Equivalents. Cash and cash equivalents include temporary cash investments with original maturities of three months or less.
Equity Method Investments. The equity method of accounting is used to account for the Partnership’s interest in investments of greater than 20% voting interest or where the Partnership exerts significant influence over an investee but lacks control over the investee.
Inventories. Inventories are valued at the lower of cost or market and include materials and parts primarily utilized by the Contract Services segment.
Property, Plant and Equipment. Property, plant and equipment is recorded at historical cost of construction or, upon acquisition, the fair value of the assets acquired. Gains or losses on sales or retirements of assets are included in operating income unless the disposition is treated as discontinued operations. Natural gas and NGLs used to maintain pipeline minimum pressures is and classified as property, plant and equipment. Financing costs associated with the construction of larger assets requiring ongoing efforts over a period of time are capitalized. For the years ended December 31, 2013, 2012 and 2011, the Partnership capitalized interest of $2 million, $1 million and $1 million, respectively. The costs of maintenance and repairs, which are not significant improvements, are expensed when incurred. Expenditures to extend the useful lives of the assets are capitalized.
Depreciation expense related to property, plant and equipment was $258 million, $219 million, and $138 million for the years ended December 31, 2013, 2012 and 2011, respectively. In March 2012, the Partnership recorded a $7 million “out-of-period” adjustment to depreciation expense to correct the estimated useful lives of certain assets to comply with its policy.

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Depreciation of property, plant and equipment is recorded on a straight-line basis over the following estimated useful lives:
Functional Class of PropertyUseful Lives (Years)
Gathering and Transmission Systems10 - 50
Compression Equipment2 - 30
Gas Plants and Buildings5 - 35
Other property, plant and equipment3 - 15
Intangible Assets. As of December 31, 2013, intangible assets consisted of trade names and customer relations, and are amortized on a straight line basis over their estimated useful lives, which is the period over which the assets are expected to contribute directly or indirectly to the Partnership’s future cash flows. The estimated useful lives range from 20 to 30 years.
The Partnership assesses long-lived assets, including property, plant and equipment and intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is assessed by comparing the carrying amount of an asset to undiscounted future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amounts exceed the fair value of the assets. The Partnership did not record any impairment in 2013, 2012 or 2011.
Goodwill. Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in a business combination. Goodwill is not amortized, but is tested for impairment annually based on the carrying values as of November 30 or December 31 depending on the reporting unit, or more frequently if impairment indicators arise that suggest the carrying value of goodwill may not be recovered. The Partnership has the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount as a basis for determining whether further impairment testing is necessary. Impairment is indicated when the carrying amount of a reporting unit exceeds its fair value. To estimate the fair value of the reporting units, the Partnership makes estimates and judgments about future cash flows, as well as revenues, cost of sales, operating expenses, capital expenditures and net working capital based on assumptions that are consistent with the Partnership’s most recent forecast. At the time it is determined that an impairment has occurred, the carrying value of the goodwill is written down to its fair value. The Partnership did not record any impairment in 2013, 2012 or 2011.
Other Assets, net. Other assets, net primarily consists of debt issuance costs, which are capitalized and amortized to interest expense, net over the life of the related debt.
Gas Imbalances. Quantities of natural gas or NGLs over-delivered or under-delivered related to imbalance agreements are recorded monthly as other current assets or other current liabilities using then current market prices or the weighted average prices of natural gas or NGLs at the plant or system pursuant to imbalance agreements for which settlement prices are not contractually established. Within certain volumetric limits determined at the sole discretion of the creditor, these imbalances are generally settled by deliveries of natural gas. Imbalance receivables and payables as of December 31, 2013 and 2012 were immaterial.
Asset Retirement Obligations. Legal obligations associated with the retirement of long-lived assets are recorded at fair value at the time the obligations are incurred, if a reasonable estimate of fair value can be made. Present value techniques are used which reflect assumptions such as removal and remediation costs, inflation,  and profit margins that third parties would demand to settle the amount of the future obligation. The Partnership does not include a market risk premium for unforeseeable circumstances in its fair value estimates because such a premium cannot be reliably estimated. Upon initial recognition of the liability, costs are capitalized as a part of the long-lived asset and allocated to expense over the useful life of the related asset. The liability is accreted to its present value each period with accretion being recorded to operating expense with a corresponding increase in the carrying amount of the liability. The ARO assets and liabilities were immaterial as of December 31, 2013.
Environmental. The Partnership's operations are subject to federal, state and local laws and rules and regulations regarding water quality, hazardous and solid waste management, air quality control and other environmental matters. These laws, rules and regulations require the Partnership to conduct its operations in a specified manner and to obtain and comply with a wide variety of environmental registrations, licenses, permits, inspections and other approvals. Failure to comply with applicable environmental laws, rules and regulations may expose the Partnership to significant fines, penalties and/or interruptions in operations. The Partnership's environmental policies and procedures are designed to achieve compliance with such applicable laws and regulations. These evolving laws and regulations and claims for damages to property, employees, other persons and the environment resulting from current or past operations may result in significant expenditures and liabilities in the future.
Predecessor Equity. Predecessor equity included on the consolidated statement of partners' capital and noncontrolling interest represents SUGS member's capital prior to the acquisition date (April 30, 2013).

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Revenue Recognition. The Partnership earns revenue from (i) domestic sales of natural gas, NGLs and condensate, (ii) natural gas gathering, processing and transportation, and (iii) contract compression and treating services. Revenue associated with sales of natural gas, NGLs and condensate are recognized when title passes to the customer, which is when the risk of ownership passes to the purchaser and physical delivery occurs. Revenue associated with transportation and processing fees are recognized when the service is provided. For contract compression and contract treating services, revenue is recognized when the service is performed. For gathering and processing services, the Partnership receives either fees or commodities from natural gas producers depending on the type of contract. Commodities received are in turn sold and recognized as revenue in accordance with the criteria outlined above. Under the percentage-of-proceeds contract type, the Partnership is paid for its services by keeping a percentage of the NGLs produced and a percentage of the residue gas resulting from processing the natural gas. Under the percentage-of-index contract type, the Partnership earns revenue by purchasing wellhead natural gas at a percentage of the index price and selling processed natural gas and NGLs at a price approximating the index price to third parties. The Partnership generally reports revenue gross in the consolidated statements of operations when it acts as the principal, takes title to the product, and incurs the risks and rewards of ownership. Revenue for fee-based arrangements is presented net, because the Partnership takes the role of an agent for the producers. Allowance for doubtful accounts is determined based on historical write-off experience and specific identification.
Derivative Instruments. The Partnership's net income and cash flows are subject to volatility stemming from changes in market prices such as natural gas prices, NGLs prices, processing margins and interest rates. The Partnership uses product-specific swaps to create offsetting positions to specific commodity price exposures, and uses interest rate swap contracts to create offsetting positions to specific interest rate exposures. Derivative financial instruments are recorded on the balance sheet at their fair value based on their settlement date. The Partnership employs derivative financial instruments in connection with an underlying asset, liability and/or anticipated transaction and not for speculative purposes. Furthermore, the Partnership regularly assesses the creditworthiness of counterparties to manage the risk of default. Derivative financial instruments qualifying for hedge accounting treatment may be designated by the Partnership as cash flow hedges. The Partnership enters into cash flow hedges to hedge the variability in cash flows related to a forecasted transaction. At inception, the Partnership formally documents the relationship between the hedging instrument and the hedged item, the risk management objectives, and the methods used for assessing and testing correlation and hedge effectiveness. The Partnership also assesses, both at the inception of the hedge and on an on-going basis, whether the derivatives are highly effective in offsetting changes in cash flows of the hedged item. If the Partnership determines that a derivative is no longer highly effective as a hedge, it would discontinues hedge accounting prospectively by including changes in the fair value of the derivative in current earnings. For cash flow hedges, changes in the derivative fair values, to the extent that the hedges are effective, are recorded as a component of accumulated other comprehensive income (loss) until the hedged transactions occur and are recognized in earnings. Any ineffective portion of a cash flow hedge's change in value is recognized immediately in earnings. In the statement of cash flows, the effects of settlements of derivative instruments are classified consistent with the related hedged transactions.
Benefits. The Partnership provides medical, dental, and other healthcare benefits to employees. The total amount incurred by the Partnership for the years ended December 31, 2013, 2012 and 2011, was $9 million, $9 million and $6 million, respectively, in operation and maintenance and general and administrative expenses, as appropriate. The Partnership also provides a matching contribution to its employee’s 401(k) accounts. Effective January 1, 2011, the Partnership’s 401(k) plan merged with and into that of Energy Transfer Partners (“ETP”). As a result of the merger, the Partnership’s matching contributions that had not yet fully vested became fully vested. All future matching contributions from the Partnership to the employee 401(k) accounts vest immediately. In addition, SUGS maintained a separate defined contribution plan during March 26, 2012 to December 31, 2012. The total amount of matching contributions for the years ended December 31, 2013, 2012 and 2011 was $7 million, $4 million and $3 million, respectively, and were recorded in operation and maintenance and general and administrative expenses as appropriate. The Partnership has no pension obligations or other post-employment benefits. Beginning January 1, 2013, the Partnership provides a 3% profit sharing contribution to employee 401(k) accounts for all employees with base compensation below a specified threshold. The contribution is in addition to the 401(k) matching contribution and employees become vested based on years of service.
Beginning January 1, 2013, the Partnership provides a 3% profit sharing contribution to employee 401(k) accounts for all employees with base compensation below a specified threshold. The contribution is in addition to the 401(k) matching contribution and employees become vested based on years of service.
Income Taxes. The Partnership is generally not subject to income taxes, except as discussed below, because its income is taxed directly to its partners. The Partnership is subject to the gross margins tax enacted by the state of Texas. The Partnership has two wholly-owned subsidiaries that are subject to income tax and provides for deferred income taxes using the asset and liability method. Accordingly, deferred taxes are recorded for differences between the tax and book basis that will reverse in future periods. The Partnership has deferred tax liabilities of $22 million as of December 31, 2013 and 2012 related to the difference between the book and tax basis of property, plant and equipment and intangible assets and they are included in other long-term liabilities in the accompanying consolidated balance sheets. The Partnership follows the guidance for uncertainties in income taxes where a liability for an unrecognized tax benefit is recorded for a tax position that does not meet the “more likely than not” criteria. The

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Partnership has not recorded any uncertain tax positions meeting the more likely than not criteria as of December 31, 2013 and 2012. The Partnership recognized an immaterial amount for current federal income tax expense and deferred income tax benefit for the years ended December 31, 2013, 2012, and 2011.
Although the SUGS operations were included in the Southern Union consolidated federal income tax return prior to the SUGS Acquisition, following their acquisition by the Partnership, SUGS’s operations are now treated as a pass-through entity. Therefore, other than one wholly-owned subsidiary, SUGS’s historical operations exclude income taxes for all periods presented.

Effective with the Partnership’s acquisition of SUGS on April 30, 2013, SUGS is generally no longer subject to federal income taxes and subject only to gross margins tax in the state of Texas. Substantially all previously recorded current and deferred tax liabilities were settled with Southern Union, along with all other intercompany receivables and payables at the date of acquisition.
The IRS commenced audits of our 2007 and 2008 federal income tax returns on January 27, 2010. The IRS has now completed its audit of these returns and proposed certain adjustments. The Partnership filed a protest with the IRS to initiate the appeals process and appeal certain of these adjustments. Until this matter is fully resolved, it is not known whether any amounts ultimately recorded would be material, or how such adjustments would affect unitholders. The statute of limitations for these audits has been extended to December 31, 2014. In January 2014, the Partnership settled the 2007 through 2009 tax returns audit for a wholly-owned subsidiary for an immaterial amount.
Equity-Based Compensation. The Partnership accounts for equity-based compensation by recognizing the grant-date fair value of awards into expense as they are earned, using an estimated forfeiture rate. The forfeiture rate assumption is reviewed annually to determine whether any adjustments to expense are required.
4. Acquisitions and Dispositions
2013
SUGS Acquisition. The SUGS Acquisition is discussed in footnote 1 - Organization and Basis of Presentation.
PVR Acquisition. In October 2013, the Partnership announced that it entered into a merger agreement with PVR Partners, L.P. (“PVR”) pursuant to which the Partnership intends to merge with PVR (“PVR Acquisition”). This merger will be a unit-for-unit transaction plus a one-time $37 million cash payment to PVR unitholders which represents total consideration of $5.6 billion, including the assumption of net debt of $1.8 billion. The holders of PVR common units, PVR Class B Units and PVR Special Units (“PVR Unit(s)”) will receive 1.02 Partnership common units in exchange for each PVR Unit held on the applicable record date. In November 2013, the Partnership received approval of the PVR Acquisition under the Hart-Scott-Rodino Antitrust Improvements Act. The transaction is subject to the approval of PVR’s unitholders and other customary closing conditions, and is expected to close in March 2014.
The PVR Acquisition is expected to enhance our geographic diversity with a strategic presence in the Marcellus and Utica shales in the Appalachian Basin and the Granite Wash in the Mid-Continent region.
Eagle Rock Acquisition. In December, 2013, the Partnership entered into an agreement to purchase Eagle Rock Energy Partners, L.P.’s (“Eagle Rock’s”) midstream business for approximately $1.3 billion (the “Eagle Rock Midstream Acquisition”). This acquisition is expected to complement the Partnership’s core gathering and processing business, and when combined with the PVR Acquisition, is expected to further diversify the Partnership’s basin exposure in the Texas Panhandle, East Texas and South Texas. The Eagle Rock Midstream Acquisition is expected to close in the second quarter of 2014, and is subject to the approval of Eagle Rock unitholders, Hart-Scott-Rodino Antitrust Improvements Act approval and other customary closing conditions.
Hoover Energy Acquisition. On February 3, 2014, the Partnership completed its previously announced acquisition of the subsidiaries of Hoover Energy Partners, LP that are engaged in crude oil gathering, transportation and terminaling, condensate handling, natural gas gathering, treating and processing, and water gathering and disposal services in the southern Delaware Basin in West Texas. The consideration paid by the Partnership was valued at $281.6 million (subject to customary post-closing adjustments) and consisted of (i) 4,040,471 Regency common units issued to Hoover and (ii) $183.6 million in cash. A portion of the consideration is being held in escrow as security for certain indemnification claims. The Partnership financed the cash portion of the purchase price through borrowings under its revolving credit facility. The Partnership will account for the acquisition of Hoover using the acquisition method of accounting, which requires, among other things, that assets acquired and liabilities assumed be recognized on the balance sheet at their fair values as of the acquisition date. Management’s evaluation of the assigned fair values is ongoing as the transaction was recently completed and therefore the Partnership was not able to complete the preliminaryallocation of the purchase price to the acquired assets and liabilities prior to the issuance of these financial statements.

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2011
Lone Star. On May 2, 2011, the Partnership contributed $593 million in cash to Lone Star NGL LLC (“Lone Star”), in exchange for its 30% interest. Lone Star, a newly formed joint venture that is owned 70% by ETP and 30% by the Partnership, completed its acquisition of all of the membership interest in LDH, a wholly-owned subsidiary of Louis Dreyfus Highbridge Energy LLC for $1.98 billion in cash. To fund a portion of this capital contribution, the Partnership issued 8,500,001 Regency common units representing limited partnership interests with net proceeds of $204 million. The remaining portion of the Partnership’s capital contribution was funded by additional borrowings under its revolving credit facility.
Ranch JV. On December 2, 2011, Ranch Westex JV LLC (“Ranch JV”) was formed by the Partnership, Anadarko Pecos Midstream LLC and Chesapeake West Texas Processing, L.L.C., each owning a 33.33% interest in the joint venture. Ranch JV processes natural gas delivered from the NGLs-rich Bone Spring and Avalon shale formations in West Texas.
5. Investments in Unconsolidated Affiliates
As of December 31, 2013, the Partnership has a 49.99% general partner interest in RIGS Haynesville Partnership Co. (“HPC”), a 50% membership interest in Midcontinent Express Pipeline LLC (“MEP”), a 30% membership interest in Lone Star, a 33.33% membership interest in Ranch JV, and a 50% membership interest in Grey Ranch. The Partnership acquired a 33.33% membership interest in Ranch JV in December 2011, a 30% interest in Lone Star in May 2011, a 49.9% interest in MEP in May 2010 and a 0.1% interest in MEP in September 2011. The carrying value of the Partnership’s investment in each of the unconsolidated affiliates as of December 31, 2013 and 2012 is as follows:
 December 31, 2013 December 31, 2012
HPC$442
 $650
MEP548
 581
Lone Star1,070
 948
Ranch JV36
 35
Grey Ranch1
 
 $2,097
 $2,214
The following tables summarize the changes in the Partnership’s investment activities in each of the unconsolidated affiliates for the years ended December 31, 2013, 2012 and 2011:
 Year Ended December 31, 2013
 
  HPC (2)
 MEP Lone Star Ranch JV Grey Ranch
Contributions$
 $
 $137
 $2
 $
Distributions238
 72
 79
 2
 
Share of net income36
 39
 64
 1
 1
Amortization of excess fair value of investment (1)
(6) 
 
 
 
 Year Ended December 31, 2012
 HPC MEP Lone Star Ranch JV Grey Ranch
Contributions$
 $
 $343
 $36
 $
Distributions61
 75
 68
 
 
Share of net income35
 42
 44
 (1) (9)
Amortization of excess fair value of investment (1)
(6) 
 
 
 

 Year Ended December 31, 2011
      HPC 
    MEP(3)
 
Lone Star(4)
 Ranch JV Grey Ranch
Contributions$
 $
 $645
 $
 N/A
Purchase of additional interest
 1
 
 
 N/A
Distributions65
 83
 22
 
 N/A
Return of investment
 
 23
 
 N/A
Share of net income55
 43
 28
 
 N/A
Amortization of excess fair value of investment (1)
(6) 
 
 
 N/A

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__________________
(1)The Partnership’s investment in HPC was adjusted to its fair value on May 26, 2010 and the excess fair value over net book value was comprised of two components: (1) $155 million was attributed to HPC’s long-lived assets and is being amortized as a reduction of income from unconsolidated affiliates over the useful lives of the respective assets, which vary from 15 to 30 years, and (2) $32 million could not be attributed to a specific asset and therefore will not be amortized in future periods.
(2)HPC entered into a $500 million 5-year revolving credit facility in September 2013, pursuant to which the Partnership pledged its 49.99% equity interest in HPC. Upon closing such credit facility, HPC borrowed $370 million to fund a non-recurring return of investment to its partners of which the Partnership received $185 million. The amount outstanding under this facility was $445 million as of December 31, 2013. The Partnership’s contingent obligation with respect to the outstanding borrowings under this facility was $222 million at December 31, 2013.
(3)In September 2011, the Partnership purchased an additional 0.1% interest in MEP from ETP for $1 million in cash, bringing the total membership interest to 50%.
(4)For the period from initial contribution, May 2, 2011, to December 31, 2011.
N/AThe Partnership acquired a 50% interest in Grey Ranch in March 2012, as part of the SUGS Acquisition in April 2013.
6. Derivative Instruments
Policies. The Partnership established comprehensive risk management policies and procedures to monitor and manage the market risks associated with commodity prices, counterparty credit, and interest rates. The General Partner is responsible for delegation of transaction authority levels, and the Audit and Risk Committee of the General Partner is responsible for the overall management of these risks, including monitoring exposure limits. The Audit and Risk Committee receives regular briefings on exposures and overall risk management in the context of market activities.
Commodity Price Risk. The Partnership is a net seller of NGLs, condensate and natural gas as a result of its gathering and processing operations. The prices of these commodities are impacted by changes in the supply and demand as well as other market forces. Both the Partnership’s profitability and cash flow are affected by the inherent volatility of these commodities which could adversely affect its ability to make distributions to its unitholders. The Partnership manages this commodity price exposure through an integrated strategy that includes management of its contract portfolio, matching sales prices of commodities with purchases, optimization of its portfolio by monitoring basis and other price differentials in operating areas, and the use of derivative contracts. In some cases, the Partnership may not be able to match pricing terms or to cover its risk to price exposure with financial hedges, and it may be exposed to commodity price risk. Speculative positions with derivative contracts are prohibited under the Partnership’s policies.
The Partnership has swap contracts settled against NGLs (natural gas liquids, including propane, normal butane, iso butane and natural gasoline), condensate and natural gas market prices. The Partnership also had put options settled against ethane, which expired in December 2012.
On January 1, 2012, the Partnership de-designated its swap contracts and began accounting for these contracts using the mark-to-market method of accounting. As of December 31, 2013, the Partnership had an immaterial amount in net hedging gains in AOCI, all of which will be amortized to earnings over the next three months.
As of December 31, 2012, SUGS had outstanding receive-fixed natural gas price swaps with a total notional amount of 4,562,500 MMBtu for 2012. These natural gas price swaps were accounted for as cash flow hedges, with effective portion of changes in their fair value recorded to AOCI and reclassified into revenues in the same period which the forecasted natural gas sales impact earnings. As of April 30, 2013, in connection with the SUGS Acquisition, these outstanding hedges were terminated.
Interest Rate Risk. The Partnership is exposed to variable interest rate risk as a result of borrowings under its revolving credit facility. The Partnership's $250 million interest rate swaps expired in April 2012. As of December 31, 2013, the Partnership had $510 million of outstanding borrowings exposed to variable interest rate risk.
Credit Risk. The Partnership’s resale of NGLs, condensate, and natural gas exposes it to credit risk, as the margin on any sale is generally a very small percentage of the total sales price. Therefore, a credit loss can be very large relative to overall profitability on these transactions. The Partnership monitors credit exposure and attempts to ensure that it issues credit only to creditworthy counterparties and that in appropriate circumstances any such extension of credit is backed by adequate collateral, such as a letter of credit or parental guarantee from a parent company with potentially better credit.
The Partnership is exposed to credit risk from its derivative counterparties. The Partnership does not require collateral from these counterparties. The Partnership deals primarily with financial institutions when entering into financial derivatives, and utilizes master netting agreements that allow for netting of swap contract receivables and payables in the event of default by either party.

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If the Partnership’s counterparties failed to perform under existing swap contracts, the Partnership’s maximum loss as of December 31, 2013 was $4 million, which would be reduced by less than $1 million due to the netting feature. The Partnership has elected to present assets and liabilities under master netting agreements gross on the consolidated balance sheets.
Embedded Derivatives. The Regency Series A Preferred Units contain embedded derivatives which are required to be bifurcated and accounted for separately, such as the holders’ conversion option and the Partnership’s call option. These embedded derivatives are accounted for using mark-to-market accounting. The Partnership does not expect the embedded derivatives to affect its cash flows.
The Partnership’s derivative assets and liabilities, including credit risk adjustments, as of December 31, 2013 and 2012 are detailed below:
 Assets Liabilities
 December 31, 2013 December 31, 2012 December 31, 2013 December 31, 2012
Derivatives designated as cash flow hedges       
Current amounts       
Commodity contracts$
 $
 $
 $5
Total cash flow hedging instruments
 
 
 5
Derivatives not designated as cash flow hedges       
Current amounts       
Commodity contracts$3
 $4
 $9
 $1
Long-term amounts       
Commodity contracts1
 1
 
 
Embedded derivatives in Series A Preferred Units
 
 19
 25
Total derivatives$4
 $5
 $28
 $31
The Partnership’s statements of operations for the years ended December 31, 2013, 2012 and 2011 were impacted by derivative instruments activities as detailed below:
  Years Ended December 31,
  2013 2012 2011
Derivatives in cash flow hedging relationships: 
Change in Value Recognized in AOCI on Derivatives
(Effective Portion)
Commodity derivatives $
 $(4) $(13)
Derivatives in cash flow hedging relationships:
Location of Gain/(Loss)
Recognized in Income
Amount of Gain/(Loss) Reclassified from AOCI into Income
(Effective Portion)
Commodity derivativesRevenue$
 $6
 $(19)
  Years Ended December 31,
  2013 2012 2011
Derivatives not designated in a hedging relationship:
Location of Gain/(Loss)
Recognized in Income
Amount of Gain/(Loss) from De-designation Amortized from AOCI into Income
Commodity derivativesRevenue$
 $(5) $
Derivatives not designated in a hedging relationship:
Location of Gain/(Loss)
Recognized in Income
Amount of Gain/(Loss) Recognized in Income on Derivatives
Commodity derivativesRevenue$(9) $16
 $
Embedded derivativesOther income & deductions6
 14
 18
  $(3) $30
 $18


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7. Long-term Debt
Obligations in the form of senior notes and borrowings under the credit facilities are as follows:
 December 31, 2013 December 31, 2012
Senior notes$2,800
 $1,965
Revolving loans510
 192
Total3,310
 2,157
Less: current portion
 
Long-term debt$3,310
 $2,157
Availability under revolving credit facility:   
Total credit facility limit$1,200
 $1,150
Revolving loans(510) (192)
Letters of credit(14) (12)
Total available$676
 $946
Long-term debt maturities as of December 31, 2013 for each of the next five years are as follows:
Year Ended December 31,Amount
2014$
2015
2016
2017
2018600
Thereafter2,710
Total$3,310
Revolving Credit Facility
In the year ended December 31, 2013, 2012 and 2011 the Partnership borrowed $1.46 billion, $1.56 billion and $940 million, respectively, under its revolving credit facility; these borrowings were to fund capital expenditures and acquisitions. During the same periods, the Partnership repaid $1.1 billion, $1.70 billion and $893 million, respectively, with proceeds from equity offerings and issuances of senior notes.
In May 2013, Regency Gas Services, LP, a wholly-owned subsidiary of Regency Energy Partners LP, entered into the Sixth Amended and Restated Credit Agreement to increase the commitment to $1.2 billion with a $300 million uncommitted incremental facility and extended the maturity date to May 21, 2018. The material differences between the Fifth and Sixth Amended and Restated Credit Agreement include:

A 75 bps decrease in pricing, with an additional 50 bps decrease upon the achievement of an investment grade rating;
No limitation on the maximum amount that the loan parties may invest in joint ventures existing on the date of the credit
agreement so long as the Partnership is in pro forma compliance with the financial covenants;
The addition of a “Restricted Subsidiary” structure such that certain designated subsidiaries are not subject to the credit
facility covenants and do not guarantee the obligations thereunder or pledge their assets in support thereof;
The addition of provisions such that upon the achievement of an investment grade rating by the Partnership, the collateral
package will be released; the facility will become unsecured; and the covenant package will be significantly reduced;
An eight-quarter increase in the permitted Total Leverage Ratio; and
After March 2015, an increase in the permitted total leverage ratio for the two fiscal quarters following any $50 million
or greater acquisition.

The Partnership capitalized $6 million of net loan fees which is being amortized over the remaining term.
The revolving credit facility and the guarantees are senior to the Partnership’s and the guarantors’ unsecured obligations, to the extent of the value of the assets securing such obligations.

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As of December 31, 2013, the Partnership was in compliance in all material respects with all of the financial covenants contained within the new credit agreement.
The outstanding balance under the revolving credit facility bears interest at LIBOR plus a margin or alternate base rate (equivalent to the U.S. prime lending rate) plus a margin, or a combination of both. The alternate base rate used to calculate interest on base rate loans will be calculated based on the greatest to occur of a base rate, a federal funds effective rate plus 0.50% and an adjusted one-month LIBOR rate plus 1.00%. The applicable margin shall range from 0.625% to 1.50% for base rate loans, 1.625% to 2.50% for Eurodollar loans. The weighted average interest rate on the total amounts outstanding under the Partnership’s revolving credit facility was 2.17% and 2.93% as of December 31, 2013 and 2012, respectively.
RGS must pay (i) a commitment fee ranging from 0.30% to 0.45% per annum of the unused portion of the revolving loan commitments, (ii) a participation fee for each revolving lender participating in letters of credit ranging from 1.625% to 2.50% per annum of the average daily amount of such lender’s letter of credit exposure and (iii) a fronting fee to the issuing bank of letters of credit equal to 0.20% per annum of the average daily amount of the letter of credit exposure. These fees are included in interest expense, net in the consolidated statement of operations.
The revolving credit facility contains financial covenants requiring RGS and its subsidiaries to maintain a debt to consolidated EBITDA (as defined in the credit agreement) ratio less than 5.00 for the first eight quarters (after March 2015, an increase is allowed in the permitted total leverage ratio for the first two fiscal quarters following any $50 million or greater acquisition), consolidated EBITDA to consolidated interest expense ratio greater than 2.50 and a secured debt to consolidated EBITDA ratio less than 3.25. At December 31, 2013 and 2012, RGS and its subsidiaries were in compliance with these covenants.
The revolving credit facility restricts the ability of RGS to pay dividends and distributions other than reimbursements of the Partnership for expenses and payment of dividends to the Partnership to the amount of available cash (as defined) so long as no default or event of default has occurred or is continuing. The revolving credit facility also contains various covenants that limit (subject to certain exceptions), among other things, the ability of RGS to:

incur indebtedness;
grant liens;
enter into sale and leaseback transactions;
make certain investments, loans and advances;
dissolve or enter into a merger or consolidation;
enter into asset sales or make acquisitions;
enter into transactions with affiliates;
prepay other indebtedness or amend organizational documents or transactions documents (as defined in the revolving credit facility);
issue capital stock or create subsidiaries; or
engage in any business other than those businesses in which it was engaged at the time of the effectiveness of the revolving credit facility or reasonable extension thereof.

In February 2014, RGS entered into the first Amendment to the Sixth Amended and restated Credit Agreement to, among other things, expressly permit the pending PVR and Eagle Rock acquisitions, and to increase the commitment to $1.5 billion and increase the uncommitted incremental facility to $500 million. The amendment will specifically allows the Partnership to assume the series of PVR senior notes that mature prior to the credit agreement.
Senior Notes

In May 2009, the Partnership and Regency Energy Finance Corp., a wholly-owned subsidiary of the Partnership, issued $250 million of senior notes that mature on June 1, 2016 (the “2016 Notes”). The 2016 Notes bear interest at 9.375% with interest payable semi-annually in arrears on June 1 and December 1. In May 2012, the Partnership redeemed 35%, or $88 million, of the 2016 Notes, bringing the total outstanding principal amount to $163 million. A redemption premium of $8 million was charged to loss on debt refinancing, net in the consolidated statement of operations and $4 million of accrued interest was paid. The Partnership also wrote off the unamortized loan fee of $1 million and unamortized bond premium of $2 million to loss on debt refinancing, net in the consolidated statement of operations. In June 2013, the Partnership redeemed all amounts outstanding 2016 Notes for $178 million cash, inclusive of accrued and unpaid interest of $7 million and other fees and expenses.


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The Partnership and Finance Corp. have outstanding the following series of senior notes (collectively “Senior Notes”):
 December 31,
 2016 2015
Long-term notes receivable (payable) – related companies:   
Sunoco LP$87
 $(233)
Phillips 66(250) 
Net long-term notes receivable (payable) – related companies$(163) $(233)

15.
$600 million in aggregate principal amount of our 6 78% senior notes due December 1, 2018 (the “2018 Notes”) with interest payable semi-annually in arrears on June 1 and December 1;
$400 million in aggregate principal amount of our 5 34% senior notes due September 1, 2020 (the “2020 Notes”) with interest payable semi-annually in arrears on March 1 and September 1;
$500 million in aggregate principal amount of our 6 12% senior notes due July 15, 2021 (the “2021 Notes”) with interest payable semi-annually in arrears on January 15 and July 15;
$900 million in aggregate principal of our 5 78% senior notes due March 1, 2022 (the “2022 Notes”) issued in February 2014, with interest payable semi-annually in arrears on March 1 and September 1;
$700 million in aggregate principal amount of our 5 12% senior notes due April 15, 2023 (the “2023 5 ½% Notes”) with interest payable semi-annually in arrears on April 15 and October 15; and
$600 million in aggregate principal amount of our 4 12% senior notes due November 1, 2023 (the “2023 4 ½% Notes”) with interest payable semi-annually in arrears on May 1 and November 1.
REPORTABLE SEGMENTS:

The Senior Notes are guaranteed by our existing consolidated subsidiaries except Finance Corp and ELG.

The Senior Notes are redeemable at any time prior toOur financial statements currently reflect the dates specified below at a price equal to 100% offollowing reportable segments, which conduct their business in the principal amount of the applicable series, plus a make-whole premium and accrued and unpaid interest, if any, to the redemption date.

2018 Notes - Beginning December 1, 2014 100% may be redeemed at fixed redemption price of 103.438% (December 1, 2015 - 101.719% and December 1, 2016 and thereafter - 100%) plus accrued and unpaid interest, if any, to the redemption date
2020 Notes - Redeemable, in whole or in part, prior to June 1, 2020 at 100% of the principal amount plus a make-whole premium and accrued and unpaid interest, if any, to the redemption date; redeemable, in whole or in part, on or after June 1, 2020 at 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date
2021 Notes - Any time prior to July 15, 2014, up to 35% may be redeemed at a price of 106.5% plus accrued and unpaid interest, if any; beginning July 15, 2016, 100% may be redeemed at fixed redemption price of 103.25% (July 15, 2017 - 102.167%, July 15, 2018 - 101.083% and July 15, 2019 and thereafter - 100%) plus accrued and unpaid interest, if any, to the redemption date
2022 Notes - Redeemable, in whole or in part, prior to December 1, 2021 at 100% at the principal amount plus a make-whole premium and accrued and unpaid interest, if any, to the redemption date; redeemable, in whole or in part, on or after December 1, 2021 at 100% at the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date
2023 5 ½% Notes - Any time prior to October 15, 2015, up to 35% may be redeemed at a price of 105.5% plus accrued and unpaid interest, if any; beginning October 15, 2017, 100% may be redeemed at fixed redemption price of 102.75% (October 15, 2018 - 101.833%, October 15, 2019 - 100.917% and October 15, 2020 and thereafter - 100%) plus accrued and unpaid interest, if any, to the redemption date
2023 4 ½% Notes - Redeemable, in whole or in part, prior to August 1, 2023 at 100% of the principal amount plus a make-whole premium and accrued and unpaid interest, if any, to the redemption date; redeemable, in whole or in part, on or after August 1, 2023 at 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date

Upon a change of control followed by a ratings downgrade within 90 days of a change of control, each note holder of the Senior Notes will be entitled to require us to purchase all or a portion of its notes at a purchase price of 101% plus accrued and unpaid interest, if any. The Partnership’s ability to purchase the Senior Notes upon a change of control will be limited by the terms of our debt agreements, including the Partnership’s revolving credit facility.

The existing senior notes contain various covenants that limit, among other things, our ability, and the ability of certain of our subsidiaries, to:

incur additional indebtedness;
pay distributions on, or repurchase or redeem our equity interests;
make certain investments;
incur liens;
enter into certain types of transactions with affiliates; and
sell assets or consolidate or merge with or into other companies.


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If the Senior Notes achieve investment grade ratings by both Moody’s and Standard & Poor’s and no default or event of default has occurred and is continuing, we will no longer be subject to many of the foregoing covenants. At December 31, 2013, we were in compliance with these covenants.
8. Intangible Assets
Activity related to intangible assets, net consisted of the following:
 
Customer
Relations
 Trade Names Total
Balance at January 1, 2012$681
 $60
 $741
Amortization(26) (3) (29)
Balance at December 31, 2012655
 57
 712
Amortization(26) (4) (30)
Balance at December 31, 2013$629
 $53
 $682
The average remaining amortization periods for customer relations and trade names are 24 and 16 years, respectively. The expected amortization of the intangible assets for each of the five succeeding years is $30 million.
9. Fair Value Measures
The fair value measurement provisions establish a three-tiered fair value hierarchy that prioritizes inputs to valuation techniques used in fair value calculations. The three levels of inputs are definedUnited States, as follows:
Level 1—unadjusted quoted prices for identical assets or liabilitiesintrastate transportation and storage;
interstate transportation and storage;
midstream;
liquids transportation and services;
investment in active accessible markets;Sunoco Logistics; and
Level 2—inputs that are observable in the marketplace other than those classifiedall other.
The Partnership previously presented its retail marketing business as Level 1; and
Level 3—inputs that are unobservable in the marketplace and significanta separate reportable segment. Due to the valuation.
Entities are encouraged to maximize the use of observable inputs and minimize the use of unobservable inputs. If a financial instrument uses inputs that fall in different levelstransfer of the hierarchy, the instrument will be categorized based upon the lowest levelgeneral partner interest of input that is significantSunoco LP from ETP to the fair value calculation.
The Partnership's financial assetsETE in 2015 and liabilities measured at fair value on a recurring basis are derivatives related to commodity swaps and embedded derivatives in the Regency Series A Preferred Units. Derivatives related to commodity swaps are valued using observable inputs for similar instruments and incorporate Level 1 and Level 2 inputs. Embedded derivatives related to the Regency Series A Preferred Units are valued using a binomial lattice model. The market inputs utilized in the model include credit spread, probabilitiescompletion of the occurrencedropdown of certain events, common unit price, dividend yield, and expected volatility, and are classified as Level 3.

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Tableremaining Retail Marketing interests from ETP to Sunoco LP in March 2016, all of Contents

The following table presents the Partnership’s derivativeretail marketing business has been deconsolidated. The only remaining retail marketing assets and liabilities measured at fair value on a recurring basis:
 Fair Value Measurement at December 31, 2013 Fair Value Measurement at December 31, 2012
 
Fair Value
Total
 Level 2 Level 3 
Fair Value
Total
 Level 2 Level 3
Assets           
Commodity Derivatives:           
Natural Gas$2
 $2
 $
 $2
 $2
 $
Natural Gas Liquids2
 2
 
 1
 1
 
Condensate
 
 
 2
 2
 
Total Assets$4
 $4
 $
 $5
 $5
 $
Liabilities           
Commodity Derivatives:           
Natural Gas$4
 $4
 $
 $5
 $5
 $
Natural Gas Liquids4
 4
 
 1
 1
 
Condensate1
 1
 
 
 
 
Embedded Derivatives in Regency Series A Preferred Units19
 
 19
 25
 
 25
Total Liabilities$28
 $9
 $19
 $31
 $6
 $25

The following table presentsare the material unobservable inputs used to estimate the fair valuelimited partner units of the embedded derivatives in the Regency Series A Preferred Units:
Unobservable InputDecember 31, 2013
Credit Spread4.16%
Volatility23.71%
Changes in the Partnership's cost of equity and U.S. Treasury yields would cause a change in the credit spread used to value the embedded derivatives. Changes in the Partnership's historical unit price volatility would cause a change in the volatility used to value the embedded derivatives.
The following table presents the changes in Level 3 derivatives measured on a recurring basis for the years ended December 31, 2013 and 2012. There were no transfers between Level 2 and Level 3 derivatives for the years ended December 31, 2013 and 2012.
 
Embedded Derivatives in
Series A Preferred Units
Balance at January 1, 2012$39
Change in fair value(14)
Balance at December 31, 201225
Change in fair value, net of gain at conversion of $26 million(6)
Balance at December 31, 2013$19
The carrying amount of cash and cash equivalents, accounts receivable and accounts payable approximates fair value due to their short-term maturities. Long-term debt, other than the Senior Notes, is comprised of borrowings under which interest accrues under a floating interest rate structure. Accordingly, the carrying value approximates fair value.
The aggregate fair value and carrying amount of the Senior Notes at December 31, 2013 was $2.83 billion and $2.80 billion, respectively.Sunoco LP. As of December 31, 2012,2016, the aggregate fair valuePartnership’s interest in Sunoco LP common units consisted of 43.5 million units, representing 44.3% of Sunoco LP’s total outstanding common units. This equity method investment in Sunoco LP has now been aggregated into the all other segment. Consequently, the retail marketing business that was previously consolidated has also been aggregated in the all other segment for all periods presented.
Intersegment and carrying amount of the Senior Notes was $2.13 billion and $1.97 billion, respectively. The fair value of the Senior Notes is a Level 1 valuationintrasegment transactions are generally based on third party market value quotations.

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10. Leases
The following table is a schedule of future minimum lease payments for office space and certain equipment leased by the Partnership, that had initial or remaining non-cancelable lease terms in excess of one year as of December 31, 2013:
For the year ending December 31, Operating Lease
2014 $3
2015 3
2016 2
2017 2
2018 2
Thereafter 34
Total minimum lease payments$46
Total rent expense for operating leases, including those leases with terms of less than one year, was $11 million, $11 million and $3 million for the years ended December 31, 2013, 2012 and 2011, respectively.
11. Commitments and Contingencies
Legal. The Partnership is involved in various claims, lawsuits and audits by taxing authorities incidental to its business. These claims and lawsuits in the aggregate are not expected to have a material adverse effect on the Partnership’s business, financial condition, results of operations or cash flows.
PVR Shareholder Litigation. Five putative class action lawsuits challenging the PVR Acquisition are currently pending. All of the cases name PVR, PVR GP and the current directors of PVR GP, as well as the Partnership and the General Partner (collectively, the "Regency Defendants"), as defendants. Each of the lawsuits has been brought by a purported unitholder of PVR, both individually and on behalf of a putative class consisting of public unitholders of PVR. The lawsuits generally allege, among other things, that the directors of PVR GP breached their fiduciary duties to unitholders of PVR, that PVR GP, PVR and the Regency Defendants aided and abetted the directors of PVR GP in the alleged breach of these fiduciary duties, and, as to the actions in federal court, that some or all of PVR, PVR GP, and the directors of PVR GP violated Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder and Section 20(a) of the Exchange Act. The lawsuits purport to seek, in general, (i) injunctive relief, (ii) disclosure of certain additional information concerning the transaction, (iii) in the event the merger is consummated, rescission or an award of rescissory damages, (iv) an award of plaintiffs’ costs and (v) the accounting for damages allegedly causes by the defendants to these actions, and, (iv) such further relief as the court deems just and proper. The styles of the pending cases are as follows: David Naiditch v. PVR Partners, L.P., et al. (Case No. 9015-VCL) in the Court of Chancery of the State of Delaware); Charles Monatt v. PVR Partners, LP, et al. (Case No. 2013-10606) and Saul Srour v. PVR Partners, L.P., et al. (Case No. 2013-011015), each pending in the Court of Common Pleas for Delaware County, Pennsylvania; Stephen Bushansky v. PVR Partners, L.P., et al. (C.A. No. 2:13-cv-06829-HB); and Mark Hinnau v. PVR Partners, L.P., et al. (C.A. No. 2:13-cv-07496-HB), pending in the United States District Court for the Eastern District of Pennsylvania.

On January 28, 2014, the defendants entered into a Memorandum of Understanding (“MOU”) with Monatt, Srour, Bushansky, Naiditch and Hinnau pursuant to which defendants and the referenced plaintiffs agreed in principle to a settlement of their lawsuits (“Settled Lawsuits”), which will be memorialized in a separate settlement agreement, subject to customary conditions, including consummation of the PVR Acquisition, completion of certain confirmatory discovery, class certification and final approval by the Court of Common Pleas for Delaware County, Pennsylvania. If the Court approves the settlement, the Settled Lawsuits will be dismissed with prejudice and all defendants will be released from any and all claims relating to the Settled Lawsuits.
The settlement will not affect any provisions of the merger agreement or the form or amount of consideration to be received by PVR unitholders in the PVR Acquisition. The defendants have denied and continue to deny any wrongdoing or liability with respect to the plaintiffs’ claims in the aforementioned litigation and have entered into the settlement to eliminate the uncertainty, burden, risk, expense, and distraction of further litigation.
Environmental. The Partnership is responsible for environmental remediationtransactions made at certain sites on its gathering and processing systems, resulting primarily from releases of hydrocarbons. The Partnership’s remediation program typically involves the management of contaminated soils and may involve remediation of groundwater. Activities vary with site conditions and locations, the extent and nature of the contamination, remedial requirements and complexity. The ultimate liability and total costs associated with these sites will depend upon many factors.

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The table below reflects the environmental liabilities recorded in the consolidated balance sheet at December 31, 2013 and 2012 where management believes a loss is probable and reasonably estimable. The Partnership does not have any material environmental remediation matters assessed as reasonably possible that would require disclosure in the financial statements.
 December 31, 2013 December 31, 2012
Current$2
 $5
Noncurrent6
 7
Total environmental liabilities$8
 $12
The Partnership made expenditures related to environmental remediation of $5 million for the year ended December 31, 2013.
Air Quality Control. The Partnership is currently negotiating settlements to certain enforcement actions by the NMED and the TCEQ. The TCEQ recently initiated a state-wide emissions inventory for the sulfur dioxide emissions from sites with reported emissions of 10 tons per year or more. If this data demonstrates that any source or group of sources may cause or contribute to a violation of the National Ambient Air Quality Standards, they must be sufficiently controlled to ensure timely attainment of the standard. This may potentially affect three SUGS recovery units in Texas. It is unclear at this time how the NMED will address the sulfur dioxide standard.
Compliance Orders from the NMED. SUGS has been in discussions with the NMED concerning allegations of violations of New Mexico air regulations related to the Jal #3 and Jal #4 facilities. Hearings on the COs were delayed until March 2014 to allow the parties to pursue substantive settlement discussions. The Partnership has meritorious defenses to the NMED claims and can offer significant mitigating factors to the claimed violations. The Partnership has recorded a liability of less than $1 million related to the claims and will continue to assess its potential exposure to the allegations as the matters progress.
CDM Sales Tax Audit. CDM Resource Management LLC (“CDM”), a subsidiary of the Partnership, has historically claimed the manufacturing exemption from sales tax in Texas, as is common in the industry.  The exemption is based on the fact that CDM's natural gas compression equipment is used in the process of treating natural gas for ultimate use and sale.  In a recent audit by the Texas Comptroller's office, the Comptroller has challenged the applicability of the manufacturing exemption to CDM.  The period being audited is from August 2006 to August 2007, and liability for that period is potentially covered by an indemnity obligation from CDM's prior owners.  CDM may also have liability for periods since 2008, and prospectively, if the Comptroller's challenge is ultimately successful.  An audit of the 2008 period has commenced.  In April 2013, an independent audit review agreed with the Comptroller's position.  While CDM continues to disagree with this position and intends to seek redetermination and other relief, the Partnership is unable to predict the final outcome of this matter.
In addition to the matters discussed above, the Partnership is involved in legal, tax and regulatory proceedings before various courts, regulatory commissions and governmental agencies regarding matters arising in the ordinary course of business, none of which are believed to be potentially material to the Partnership at this time.
12. Regency Series A Preferred Units
On September 2, 2009, the Partnership issued 4,371,586 Regency Series A Preferred Units at a price of $18.30 per unit, less issuance costs and a 4% discount of $3 million for net proceeds of $77 million, exclusive of the General Partner’s contribution of $2 million. The Regency Series A Preferred Units are convertible to Regency common units under terms described below, and if outstanding, are mandatorily redeemable on September 2, 2029 for $35 million plus all accrued but unpaid distributions thereon (the “Series A Liquidation Value”) and accrued interest. The Regency Series A Preferred Units receive fixed quarterly cash distributions of $0.445 per unit which began with the quarter ending March 31, 2010.
Holders may elect to convert Regency Series A Preferred Units to common units at any time. In July 2013, certain holders of Regency Series A Preferred Units exercised their right to convert 2,459,017 Regency Series A Preferred Units into Regency common units. Concurrent with this transaction, the Partnership recognized a $26 million gain in other income and deductions, net, related to the embedded derivative and reclassified $41 million from the Regency Series A Preferred Units into Regency common units. As of December 31, 2013, the remaining Regency Series A Preferred Units were convertible into 2,050,854 Regency common units, and if outstanding, are mandatorily redeemable on September 2, 2029 for $35 million plus all accrued but unpaid distributions and interest thereon. The Regency Series A Preferred Units receive fixed quarterly cash distributions of $0.445 per unit if outstanding on the record dates of the Partnership’s common unit distributions.
Distributions on the Regency Series A Preferred Units were accrued for the first two quarters (and not paid in cash) and will result in an increase in the number of Regency common units issuable upon conversion. If on any distribution payment date beginning March 31, 2010, the Partnership (1) fails to pay distributions on the Regency Series A Preferred Units, (2) reduces the distributions on the Regency common units to zero and (3) is prohibited by its material financing agreements from paying cash distributions,

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such distributions shall automatically accrue and accumulate until paid in cash. If the Partnership has failed to pay cash distributions in full for two quarters (whether or not consecutive) from and including the quarter ended on March 31, 2010, then if the Partnership fails to pay cash distributions on the Regency Series A Preferred Units, all future distributions on the Regency Series A Preferred Units that are accrued rather than being paid in cash by the Partnership will consist of the following: (1) $0.35375 per Regency Series A Preferred Unit per quarter, (2) $0.09125 per Regency Series A Preferred Unit per quarter (the “Common Unit Distribution Amount”), payable solely in common units, and (3) $0.09125 per Regency Series A Preferred Unit per quarter (the “PIK Distribution Additional Amount”), payable solely in common units. The total number of common units payable in connection with the Common Unit Distribution Amount or the PIK Distribution Additional Amount cannot exceed $2 million in any period of 20 consecutive fiscal quarters.
Upon the Partnership’s breach of certain covenants (a “Covenant Default”), the holders of the Regency Series A Preferred Units will be entitled to an increase of $0.1825 per quarterly distribution, payable solely in common units (the “Covenant Default Additional Amount”). All accumulated and unpaid distributions will accrue interest (i) at a rate of 2.432% per quarter, or (ii) if the Partnership has failed to pay all PIK Distribution Additional Amounts or Covenant Default Additional Amounts or any Covenant Default has occurred and is continuing, at a rate of 3.429% per quarter while such failure to pay or such Covenant Default continues.
The Regency Series A Preferred Units are convertible, at the holder’s option, into Regency common units, provided that the holder must request conversion of at least 375,000 Regency Series A Preferred Units. The conversion price will initially be $18.30, subject to adjustment for customary events (such as unit splits). The number of Regency common units issuable is equal to the issue price of the Regency Series A Preferred Units (i.e. $18.30) being converted plus all accrued but unpaid distributions and accrued but unpaid interest thereon (the “Redeemable Face Amount”), divided by the applicable conversion price.
Commencing on September 2, 2014, if at any time the volume-weighted average trading price of the common units over the trailing 20-trading day period (the “VWAP Price”) is less than the then-applicable conversion price, the conversion ratio will be increased to: the quotient of (1) the Redeemable Face Amount on the date that the holder’s conversion notice is delivered, divided by (2) the product of (x) the VWAP Price set forth in the applicable conversion notice and (y) 91%, but will not be less than $10.
Also commencing on September 2, 2014, the Partnership will have the right at any time to convert all or part of the Regency Series A Preferred Units into Regency common units, if (1) the daily volume-weighted average trading price of the common units is greater than 150% of the then-applicable conversion price for 20 out of the trailing 30 trading days, and (2) certain minimum public float and trading volume requirements are satisfied.
In the event of a change of control, the Partnership will be required to make an offer to the holders of the Regency Series A Preferred Units to purchase their Regency Series A Preferred Units for an amount equal to 101% of their Series A Liquidation Value. In addition, in the event of certain business combinations or other transactions involving the Partnership in which the holders of common units receive cash consideration exclusively in exchange for their common units (a “Cash Event”), the Partnership must use commercially reasonable efforts to ensure that the holders of the Regency Series A Preferred Units will be entitled to receive a security issued by the surviving entity in the Cash Event with comparable powers, preferences and rights to the Regency Series A Preferred Units. If the Partnership is unable to ensure that the holders of the Regency Series A Preferred Units will be entitled to receive such a security, then the Partnership will be required to make an offer to the holders of the Regency Series A Preferred Units to purchase their Regency Series A Preferred Units for an amount equal to 120% of their Series A Liquidation Value. If the Partnership enters into any recapitalization, reorganization, consolidation, merger, spin-off that is not a Cash Event, the Partnership will make appropriate provisions to ensure that the holders of the Series A Preferred Units receive a security with comparable powers, preferences and rights to the Regency Series A Preferred Units upon consummation of such transaction. Subsequent to the ETE Acquisition, no unitholder exercised this option.
As of December 31, 2013, the Series A Preferred Units were convertible to 2,050,854 common units.
The following table provides a reconciliation of the beginning and ending balances of the Regency Series A Preferred Units for the year ended December 31, 2013 and 2012:
 Units Amount 
Balance at January 1, 20124,371,586
 $71
  
Accretion to redemption valueN/A
 2
  
Balance at December 31, 20124,371,586
 73
  
Regency Series A Preferred Units converted into common units(2,459,017) (41) 
Balance at December 31, 20131,912,569
 $32
*
* This amount will be accreted to $35 million plus any accrued but unpaid distributions and interest by deducting amounts from

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partners’ capital over the remaining periods until the mandatory redemption date of September 2, 2029. Accretion during 2013
was immaterial.

13. Related Party Transactions
As of December 31, 2013 and 2012, details of the Partnership’s related party receivables and related party payables were as follows:
 December 31, 2013 December 31, 2012
Related party receivables   
  HPC$1
 $1
  ETE and its subsidiaries25
 5
  Ranch JV2
 2
      Total related party receivables$28
 $8
Related party payables   
  HPC$1
 $1
  ETE and its subsidiaries68
 94
      Total related party payables$69
 $95
Transactions with ETE and its subsidiaries.Under the service agreement with ETE Services Company, LLC (“Services Co.”), the Partnership paid Services Co.’s direct expenses for services performed, plus an annual fee of $10 million, and received the benefit of any cost savings recognized for these services. The services agreement has a five year term ending May 26, 2015, subject to earlier termination rights in the event of a change in control, the failure to achieve certain cost savings for the Partnership or upon an event of default. On April 30, 2013, this agreement was amended to provide for a waiver of the $10 million annual fee effective as of May 1, 2013 through and including April 30, 2015 and to clarify the scopemarket-related rates. Consolidated revenues and expenses chargeable as direct expenses thereunder.reflect the elimination of all material intercompany transactions.
On April 30, 2013, the Partnership entered into the second amendment (the “OperationRevenues from our intrastate transportation and Service Amendment”) to the Operation and Service Agreement (the “Operation and Service Agreement”), by and among the Partnership, Energy Transfer Company (“ETC”), the General Partner and RGS. Under the Operation and Service Agreement, ETC performs certain operations, maintenance and related services reasonably required to operate and maintain certain facilities owned by the Partnership, and the Partnership reimburses ETC for actual costs and expenses incurredstorage segment are primarily reflected in connection with the provision of these services based on an annual budget agreed upon by both parties. The Operation and Service Agreement Amendment describes the services that ETC will provide in the future.
The Partnership incurred total service fees related to the agreements described above from ETE and its subsidiaries of $11 million for the year ended December 31, 2013, and $17 million for the years ended December 31, 2012 and 2011.
In conjunction with distributions made by the Partnership to the limited and general partner interests, ETE received cash distributions of $63 million, $62 million and $57 million for the years ended December 31, 2013, 2012 and 2011, respectively.
The General Partner has the right, but not the obligation, to contribute a proportionate amount of capital to the Partnership to maintain its general partner interest. No capital contributions were contributed during the years ended December 31, 2013 and 2012, respectively.
In September 2011, the Partnership purchased a 0.1% interest in MEP from ETP for $1 million in cash.
The Partnership’s gathering and processing operations, in the ordinary course of business, sells natural gas and NGL to subsidiaries of ETE and records the revenue in gas sales and NGL sales. The Partnership’s contract services operations provides contract compression services to ETPgathering, transportation and records revenueother fees. Revenues from our interstate transportation and storage segment are primarily reflected in gathering, transportation and other fees on the statement of operations. The Partnership’s contract services operations did not sell compression equipment to a subsidiary of ETP for the year ended December 31, 2013,fees. Revenues from our midstream segment are primarily reflected in natural gas sales, NGL sales and sold $1 million for the year ended December 31, 2012. As these transactions are between entities under common control, partners’ capital was increased, which represented a deemed contribution of the excess sales price over the carrying amounts. The Partnership’s contract services operations purchased compression equipment from a subsidiary of ETP for $95 million and $29 million during the years ended December 31, 2013 and 2012, respectively.
Prior to April 30, 2013, Southern Union provided certain administrative services for SUGS that were either based on SUGS's pro-rata share of combined net investment, margin and certain expenses or direct costs incurred by Southern Union on the behalf of SUGS. Southern Union also charged a management and royalty fee to SUGS for certain management support services provided

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by Southern Union on the behalf of SUGS and for the use of certain Southern Union trademarks, trade names and service marks by SUGS. The amounts were $21 million and $1 million for the period from March 26, 2012 to December 31, 2012. These administrative services were no longer being provided subsequent to the SUGS Acquisition.
Transactions with HPC. Under a Master Services Agreement with HPC, the Partnership operates and provides all employees and services for the operation and management of HPC. For the years ended December 31, 2013, 2012, and 2011, the related party general and administrative expenses reimbursed to the Partnership were $18 million, $20 million, and $17 million, respectively, which is recorded in gathering, transportation and other fees on the statements of operations.
The Partnership’s contractfees. Revenues from our liquids transportation and services operations provides compression services to HPCsegment are primarily reflected in NGL sales and records revenue in gathering, transportation and other feesfees. Revenues from our investment in Sunoco Logistics segment are primarily reflected in crude sales. Revenues from our all other segment are primarily reflected in refined product sales.
We report Segment Adjusted EBITDA as a measure of segment performance. We define Segment Adjusted EBITDA as earnings before interest, taxes, depreciation, depletion, amortization and other non-cash items, such as non-cash compensation expense, gains and losses on disposals of assets, the allowance for equity funds used during construction, unrealized gains and losses on commodity risk management activities, non-cash impairment charges, losses on extinguishments of debt and other non-operating income or expense items. Unrealized gains and losses on commodity risk management activities include unrealized gains and losses on commodity derivatives and inventory fair value adjustments (excluding lower of cost or market adjustments). Segment Adjusted EBITDA reflects amounts for unconsolidated affiliates based on the statement of operations. The Partnership also receives transportation services from HPC and records the cost as cost of sales.Partnership’s proportionate ownership.
Transactions with Lone Star. In 2013, the Partnership entered into a nineteen month agreement to sell NGL to Lone Star for approximately $5 million per month. For the year ended December 31, 2013, the Partnership had recorded $26 million in NGL sales under this contract.
Transactions with Enterprise Product Partners L.P. and its subsidiaries. In January 2012, Enterprise Products Partners L.P. (“EPD”) sold a significant portion of its ownership in ETE’s common units, and subsequent to that transaction, owns less than 5% of ETE’s outstanding common units. As such, EPD is no longer considered a related party. During 2011, EPD owned a portion of ETE’s outstanding common units and therefore was considered a related party along with any of its subsidiaries. The Partnership, in the ordinary course of business, sells natural gas and NGLs to subsidiaries of EPD and records the revenue in gas sales and NGL sales. The Partnership also incurs NGL processing fees and transportation fees with subsidiaries of EPD and records these fees as cost of sales.
14. Concentration Risk
The following table providestables present financial information about the extent of reliance on major customers and gas suppliers. Total revenues and cost of sales from transactions with an external customer or supplier amounting to 10% or more of revenue or cost of gas and liquids are disclosed below, together with the identity of Regency’s reporting segment.by segment:
 Regency Years Ended December 31,
 Reportable Segment 2013 2012 2011
Customer       
   Customer AGathering and Processing $381
 $367
 $366
   Customer BGathering and Processing 362
 451
 
Supplier       
   Supplier AGathering and Processing 164
 171
 133
   Supplier BGathering and Processing 185
 
 
Regency is a party to various commercial netting agreements that allow it and contractual counterparties to net receivable and payable obligations. These agreements are customary and the terms follow standard industry practice. In the opinion of management, these agreements reduce the overall counterparty risk exposure.
15. Regency’s Equity-Based Compensation
In December 2011, Regency’s unitholders approved the Regency Energy Partners LP 2011 Long-Term Incentive Plan (the “2011 Incentive Plan”), which provides for awards of options to purchase Regency’s common units; awards of Regency’s restricted units, Regency phantom units and Regency common units; awards of distribution equivalent rights; awards of common unit appreciation rights; and other unit-based awards to employees, directors and consultants of Regency and its affiliates and subsidiaries. The 2011 Incentive Plan will be administered by Regency’s Compensation Committee of its board of directors, which may, in its sole discretion, delegate its powers and duties under the 2011 Incentive Plan to the Chief Executive Officer. Up to 3,000,000 of Regency’s common units may be granted as awards under the 2011 Incentive Plan, with such amount subject to adjustment as provided for under the terms of the 2011 Incentive Plan.
The 2011 Incentive Plan may be amended or terminated at any time by Regency’s board of directors or its Compensation Committee without the consent of any participant or unitholder, including an amendment to increase the number of Regency common units available for awards under the plan; however, any material amendment, such as a change in the types of Regency awards available under the plan, would require the Regency’s unitholder approval. Regency’s Compensation Committee is also authorized to make

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adjustments in the terms and conditions of, and the criteria included in awards under the 2011 Incentive Plan in specified circumstances. The 2011 Incentive Plan is effective until December 19, 2021 or, if earlier, the time at which all available units under the 2011 Incentive Plan have been issued to participants or the time of termination of the plan by Regency’s board of directors.
Unit-based compensation expense of $7 million, $5 million, and $3 million is recorded in general and administrative expense in the statement of operations for the years ended December 31, 2013, 2012 and 2011, respectively.
Common Unit Options. The fair value of each option award is estimated on the date of grant using the Black-Scholes Option Pricing Model. Upon the exercise of the common unit options, the Partnership intends to settle these obligations with new issues of common units on a net basis. The common unit options activity for the years ended December 31, 2013, 2012, and 2011 is as follows:
 Years Ended December 31,
 2016 2015 2014
Revenues:     
Intrastate transportation and storage:     
Revenues from external customers$2,155
 $1,912
 $2,645
Intersegment revenues458
 338
 212
 2,613
 2,250
 2,857
Interstate transportation and storage:     
Revenues from external customers946
 1,008
 1,057
Intersegment revenues23
 17
 15
 969
 1,025
 1,072
Midstream:     
Revenues from external customers2,342
 2,607
 4,770
Intersegment revenues2,837
 2,449
 2,053
 5,179
 5,056
 6,823
Liquids transportation and services:     
Revenues from external customers4,498
 3,247
 3,730
Intersegment revenues299
 249
 181
 4,797
 3,496
 3,911
Investment in Sunoco Logistics:     
Revenues from external customers9,015
 10,302
 17,920
Intersegment revenues136
 184
 168
 9,151
 10,486
 18,088
All other:     
Revenues from external customers2,871
 15,216
 25,353
Intersegment revenues400
 558
 465
 3,271
 15,774
 25,818
Eliminations(4,153) (3,795) (3,094)
Total revenues$21,827
 $34,292
 $55,475
2013
Common Unit Options Units Weighted Average Exercise Price
Outstanding at the beginning of period 156,550
 $21.96
Exercised (14,000) 21.14
Outstanding at end of period 142,550
 22.04
Exercisable at the end of the period 142,550
  
2012
Common Unit Options Units Weighted Average Exercise Price
Outstanding at the beginning of period 156,850
 $21.99
Forfeited or expired (300) 23.73
Outstanding at end of period 156,550
 21.96
Exercisable at the end of the period 156,550
  
2011
Common Unit Options Units Weighted Average Exercise Price
Outstanding at the beginning of period 201,950
 $21.93
Exercised (38,300) 20.84
Forfeited or expired (6,800) 26.72
Outstanding at end of period 156,850
 21.99
Exercisable at the end of the period 156,850
  
 Years Ended December 31,
 2016 2015 2014
Cost of products sold:     
Intrastate transportation and storage$1,897
 $1,554
 $2,169
Midstream3,381
 3,264
 4,893
Liquids transportation and services3,673
 2,597
 3,166
Investment in Sunoco Logistics7,658
 9,307
 17,135
All other2,942
 14,029
 24,129
Eliminations(4,157) (3,722) (3,078)
Total cost of products sold$15,394
 $27,029
 $48,414
The common unit options have an intrinsic value of less than $1 million related to non-vested units with a weighted average contractual term of 2.4 years. Intrinsic value is the closing market price of a unit less the option strike price, multiplied by the number of unit options outstanding as of the end of the period presented. Unit options with an exercise price greater than the end of the period closing market price are excluded.
Phantom Units. In January 2014, the Partnership awarded 668,074 phantom units to senior management and certain key employees. These awards are service condition (time-based) grants that vest 60% at the end of the third year of service and 40% at the end of the fifth year of service.
During 2013, the Partnership awarded 62,360 phantom units to senior management and certain key employees. These awards are service condition (time-based) grants that generally vest 60% at the end of the third year of service and 40% at the end of the fifth year of service. Distributions on the phantom units will be paid concurrent with the Partnership’s distribution for common units.
In December 2012, the Partnership awarded 495,375 phantom units to senior management and certain key employees. These awards are service condition (time-based) grants that vest 60% at the end of the third year of service and 40% at the end of the fifth year of service. Also during 2012, 8,250 phantom units were awarded to senior management and key employees as service condition (time-based) grants that generally vest ratably over the next 5 years. Distributions on the phantom units (including non-vested units) will be paid concurrent with the Partnership’s distribution for common units.

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During 2011, the Partnership awarded 596,320 phantom units to senior management and certain key employees. These awards are service condition (time-based) grants that generally vest ratably over the next 5 years. Distributions on the phantom units (including non-vested units) will be paid concurrent with the Partnership’s distribution for common units.
The following table presents phantom unit activity for the years ended December 31, 2013, 2012 and 2011:
2013
Phantom Units Units 
Weighted Average
Grant Date
Fair Value
Outstanding at the beginning of the period 1,231,342
 $23.22
Service condition grants 62,360
 25.44
Vested service condition (231,163) 24.80
Forfeited service condition (35,900) 23.22
Forfeited market condition (44,397) 19.52
Total outstanding at end of period 982,242
 23.16
2012
Phantom Units Units 
Weighted Average
Grant Date
Fair Value
Outstanding at the beginning of the period 1,086,393
 $24.51
Service condition grants 503,625
 21.39
Vested service condition (223,258) 24.71
Vested market condition (10,200) 19.52
Forfeited service condition (120,868) 24.85
Forfeited market condition (4,350) 19.52
Total outstanding at end of period 1,231,342
 23.22
2011
Phantom Units Units 
Weighted Average
Grant Date
Fair Value
Outstanding at the beginning of the period 742,517
 $23.61
Service condition grants 596,320
 24.55
Vested service condition (142,520) 24.73
Vested market condition (8,550) 19.52
Forfeited service condition (88,474) 24.99
Forfeited market condition (12,900) 19.52
Total outstanding at end of period 1,086,393
 24.51
The Partnership expects to recognize $19 million of unit-based compensation expense related to non-vested phantom units over a period of 3.3 years.


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6.ETE GP ACQUIRER LLC AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS


INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 Years Ended December 31,
 2016 2015 2014
Depreciation, depletion and amortization:     
Intrastate transportation and storage$144
 $129
 $125
Interstate transportation and storage207
 210
 203
Midstream844
 720
 569
Liquids transportation and services156
 126
 113
Investment in Sunoco Logistics446
 382
 296
All other189
 362
 363
Total depreciation, depletion and amortization$1,986
 $1,929
 $1,669
Page
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets – December 31, 2013 and 2012
Consolidated Statements of Operations – Years Ended December 31, 2013, 2012 and 2011
Consolidated Statements of Comprehensive Income – Years Ended December 31, 2013, 2012 and 2011
Consolidated Statements of Member’s Equity and Noncontrolling Interest
– Years Ended December 31, 2013, 2012 and 2011
Consolidated Statements of Cash Flows – Years Ended December 31, 2013, 2012 and 2011
Notes to Consolidated Financial Statements
 Years Ended December 31,
 2016 2015 2014
Equity in earnings (losses) of unconsolidated affiliates:     
Intrastate transportation and storage$35
 $32
 $27
Interstate transportation and storage193
 197
 196
Midstream19
 (19) 10
Liquids transportation and services3
 (2) (3)
Investment in Sunoco Logistics34
 21
 23
All other(225) 240
 79
Total equity in earnings of unconsolidated affiliates$59
 $469
 $332


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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Member
ETE GP Acquirer LLC
We have audited the accompanying consolidated balance sheets of ETE GP Acquirer LLC (a Delaware limited liability company) and subsidiaries (the “Company”) as of December 31, 2013 and 2012, and the related consolidated statements of operations, comprehensive income, cash flows, and member’s equity and noncontrolling interest for each of the three years in the period ended December 31, 2013. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We did not audit the financial statements of Midcontinent Express Pipeline LLC, a 50 percent owned investee company, the Company’s investment in which is accounted for under the equity method of accounting. The Company’s investment in Midcontinent Express Pipeline LLC as of December 31, 2013 and 2012 was $548 million and $581 million, respectively, and its equity in the earnings of Midcontinent Express Pipeline LLC was $39 million, $42 million, and $43 million, respectively, for each of the three years in the period ended December 31, 2013. Those statements were audited by other auditors, whose reports has been furnished to us, and our opinion, insofar as it relates to the amounts included for Midcontinent Express Pipeline LLC, is based solely on the reports of the other auditors.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the reports of the other auditors provide a reasonable basis for our opinion.
In our opinion, based on our audits and the reports of the other auditors, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of ETE GP Acquirer LLC and subsidiaries as of December 31, 2013 and 2012, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2013 in conformity with accounting principles generally accepted in the United States of America.
As discussed in Note 1, the accompanying consolidated financial statements have been adjusted to reflect the acquisition of an entity under common control, which has been accounted for in a manner similar to a pooling of interests.
/s/ GRANT THORNTON LLP
Dallas, Texas
February 27, 2014


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ETE GP Acquirer LLC
Consolidated Balance Sheets
(in millions)
 December 31, 2013 December 31, 2012
ASSETS   
Current Assets:   
Cash and cash equivalents$19
 $53
Trade accounts receivable292
 222
Related party receivables28
 8
Inventories42
 27
Other current assets19
 30
Total current assets400
 340
Property, Plant and Equipment:   
Gathering and transmission systems1,671
 1,308
Compression equipment1,627
 1,326
Gas plants and buildings825
 568
Other property, plant and equipment414
 377
Construction-in-progress513
 507
Total property, plant and equipment5,050
 4,086
Less accumulated depreciation(632) (400)
Property, plant and equipment, net4,418
 3,686
Other Assets:   
Investments in unconsolidated affiliates2,097
 2,214
Other, net of accumulated amortization of debt issuance costs of $24 and $1757
 43
Total other assets2,154
 2,257
Intangible Assets and Goodwill:   
Intangible assets, net of accumulated amortization of $107 and $77682
 712
Goodwill1,128
 1,128
Total intangible assets and goodwill1,810
 1,840
TOTAL ASSETS$8,782
 $8,123
LIABILITIES & MEMBER’S EQUITY AND NONCONTROLLING INTEREST   
Current Liabilities:   
Drafts payable$26
 $10
Trade accounts payable291
 255
Related party payables69
 95
Accrued interest38
 30
Other current liabilities51
 99
Total current liabilities475
 489
Long-term derivative liabilities19
 25
Other long-term liabilities30
 39
Long-term debt, net3,310
 2,157
Commitments and contingencies   
Regency’s Series A Preferred Units, redemption amount of $38 and $8532
 73
Member’s Equity and Noncontrolling Interest:   
Member’s equity782
 326
Predecessor equity
 1,733
     Total member’s equity782
 2,059
Noncontrolling interest4,134
 3,281
Total member’s equity and noncontrolling interest4,916
 5,340
TOTAL LIABILITIES AND MEMBER’S EQUITY AND NONCONTROLLING INTEREST$8,782
 $8,123


See accompanying notes to consolidated financial statements


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ETE GP Acquirer LLC
Consolidated Statements of Operations
(in millions)
 Years Ended December 31,
 2016 2015 2014
Segment Adjusted EBITDA:     
Intrastate transportation and storage$613
 $543
 $559
Interstate transportation and storage1,117
 1,155
 1,212
Midstream1,133
 1,237
 1,318
Liquids transportation and services968
 744
 591
Investment in Sunoco Logistics1,233
 1,153
 971
All other541
 882
 1,059
Total Segment Adjusted EBITDA5,605
 5,714
 5,710
Depreciation, depletion and amortization(1,986) (1,929) (1,669)
Interest expense, net(1,317) (1,291) (1,165)
Gains on acquisitions83
 
 
Gain on sale of AmeriGas common units
 
 177
Impairment losses(813) (339) (370)
Losses on interest rate derivatives(12) (18) (157)
Non-cash unit-based compensation expense(80) (79) (68)
Unrealized gains (losses) on commodity risk management activities(131) (65) 112
Inventory valuation adjustments170
 (104) (473)
Losses on extinguishments of debt
 (43) (25)
Adjusted EBITDA related to discontinued operations
 
 (27)
Adjusted EBITDA related to unconsolidated affiliates(946) (937) (748)
Equity in earnings from unconsolidated affiliates59
 469
 332
Impairment of investment in an unconsolidated affiliate(308) 
 
Other, net114
 20
 (36)
Income from continuing operations before income tax expense (benefit)$438
 $1,398
 $1,593
 Years Ended December 31,
 2013 2012 2011
REVENUES     
Gas sales, including related party amounts of $71, $42, and $23$826
 $508
 $456
NGL sales, including related party amounts of $81, $28, and $3651,053
 991
 603
Gathering, transportation and other fees, including related party amounts of $26, $29, and $24545
 401
 351
Net realized and unrealized (loss) gain from derivatives(8) 23
 (19)
Other, including related party amounts of $-, $1, and $10105
 77
 43
Total revenues2,521
 2,000
 1,434
OPERATING COSTS AND EXPENSES     
Cost of sales, including related party amounts of $56, $35, and $221,793
 1,387
 1,013
Operation and maintenance296
 228
 147
General and administrative, including related party amounts of $11, $15, and $1788
 100
 67
Loss (gain) on asset sales, net2
 3
 (2)
Depreciation and amortization287
 252
 169
Total operating costs and expenses2,466
 1,970
 1,394
OPERATING INCOME55
 30
 40
Income from unconsolidated affiliates135
 105
 120
Interest expense, net(164) (122) (103)
Loss on debt refinancing, net(7) (8) 
Other income and deductions, net7
 29
 17
INCOME BEFORE INCOME TAXES26
 34
 74
Income tax benefit(1) 
 
NET INCOME$27
 $34
 $74
Net income attributable to noncontrolling interest(16) (25) (67)
NET INCOME ATTRIBUTABLE TO ETE GP ACQUIRER LLC$11
 $9
 $7
 December 31,
 2016 2015 2014
Assets:     
Intrastate transportation and storage$5,164
 $4,882
 $4,983
Interstate transportation and storage10,833
 11,345
 10,779
Midstream18,011
 17,111
 15,562
Liquids transportation and services11,296
 7,235
 4,568
Investment in Sunoco Logistics18,819
 15,423
 13,619
All other6,068
 9,177
 13,007
Total assets$70,191
 $65,173
 $62,518


See accompanying notes to consolidated financial statements


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ETE GP Acquirer LLC
Consolidated Statements of Comprehensive Income
(in millions)
 Years Ended December 31,
 2013 2012 2011
Net income$27
 $34
 $74
Other comprehensive income:     
Net cash flow hedge amounts reclassified to earnings
 6
 19
Change in fair value of cash flow hedges
 (4) (13)
Total other comprehensive income$
 $2
 $6
Comprehensive income$27
 $36
 $80
Comprehensive income attributable to noncontrolling interest16
 25
 67
Comprehensive income attributable to ETE GP Acquirer LLC$11
 $11
 $13









































See accompanying notes to consolidated financial statements

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ETE GP Acquirer LLC
Consolidated Statements of Member’s Equity and Noncontrolling Interest
(in millions)
 Years Ended December 31,
 2016 2015 2014
Additions to property, plant and equipment excluding acquisitions, net of contributions in aid of construction costs (accrual basis):     
Intrastate transportation and storage$76
 $105
 $169
Interstate transportation and storage280
 860
 411
Midstream1,255
 2,172
 1,298
Liquids transportation and services2,316
 2,109
 427
Investment in Sunoco Logistics1,739
 2,126
 2,510
All other144
 795
 679
Total additions to property, plant and equipment excluding acquisitions, net of contributions in aid of construction costs (accrual basis)$5,810
 $8,167
 $5,494
 Member’s Equity AOCI Predecessor Equity Noncontrolling
Interest
 Total
Balance—December 31, 2010$333
 $(11) $
 $2,972
 $3,294
Regency common unit offerings, net of costs
 
 
 436
 436
Regency unit-based compensation expenses
 
 
 3
 3
Distributions to partners and noncontrolling interests(10) 
 
 (264) (274)
Net income7
 
 
 67
 74
Distributions to Regency Series A Preferred Units
 
 
 (8) (8)
Net cash flow hedge amounts reclassified to earnings


 19
 
 
 19
Net change in fair value of cash flow hedges
 (13) 
 
 (13)
Balance—December 31, 2011$330
 $(5) $
 $3,206
 $3,531
Regency common unit offerings, net of costs
 
 
 312
 312
Regency common units issued under LTIP, net of forfeitures and tax withholding
 
 
 (1) (1)
Regency unit-based compensation expenses
 
 
 5
 5
Distributions to partners and noncontrolling interests(13) 
 
 (309) (322)
Net income9
 
 (14) 39
 34
Contributions from noncontrolling interest
 
 
 42
 42
Distributions to Regency Series A Preferred Units
 
 
 (8) (8)
Accretion of Series A Preferred Units
 
 
 (2) (2)
Net cash flow hedge amounts reclassified to earnings
 5
 
 
 5
Contribution of net investment to unitholders
 (3) 1,747
 
 1,744
Balance—December 31, 2012$326
 $(3) $1,733
 $3,284
 $5,340
Contribution of net investment to Regency1,925
 3
 (1,928) 
 
Regency issuance of common units in connection with the SUGS Acquisition, net of costs(819) 
 
 819
 
Regency issuance of Regency Class F common units in connection with the SUGS Acquisition, net of costs(142) 
 
 142
 
Contribution of assets between entities under common control below historical cost(504) 
 231
 
 (273)
Regency common unit offerings, net of costs
 
 
 149
 149
Conversion of Regency Series A Preferred Units for common units
 
 
 41
 41
Regency unit-based compensation expenses
 
 
 7
 7
Distributions to partners, noncontrolling interests and subsidiary’s unvested unit awards(15) 
 
 (371) (386)
Contributions from noncontrolling interest
 
 
 17
 17
Net income11
 
 (36) 52
 27
Distributions to Regency Series A Preferred Units
 
 
 (6) (6)
Balance—December 31, 2013$782
 $
 $
 $4,134
 $4,916



See accompanying notes to consolidated financial statements


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ETE GP Acquirer LLC
Consolidated Statements of Cash Flows
(in millions)
 Years Ended December 31,
 2013 2012 2011
OPERATING ACTIVITIES     
Net income$27
 $34
 $74
Reconciliation of net income to net cash flows provided by operating activities:     
Depreciation and amortization, including debt issuance cost amortization and bond premium write-off and amortization293
 259
 175
Income from unconsolidated affiliates(135) (105) (120)
Derivative valuation changes6
 (12) (21)
Loss (gain) on asset sales, net2
 3
 (2)
Regency unit-based compensation expenses7
 5
 3
Cash flow changes in current assets and liabilities:     
Trade accounts receivable and related party receivables(96) 
 (8)
Other current assets and other current liabilities(54) 10
 11
Trade accounts payable, related party payables and deferred revenues119
 18
 23
Distributions of earnings received from unconsolidated affiliates142
 121
 119
Cash flow changes in other assets and liabilities125
 (9) 
Net cash flows provided by operating activities436
 324
 254
INVESTING ACTIVITIES     
Capital expenditures(1,034) (560) (406)
Capital contributions to unconsolidated affiliates(148) (356) (53)
Distributions in excess of earnings of unconsolidated affiliates249
 83
 74
Acquisition of investment in unconsolidated affiliates, net of cash received
 
 (594)
Acquisitions, net of cash received(475) 
 
Proceeds from asset sales15
 26
 24
Net cash flows used in investing activities(1,393) (807) (955)
FINANCING ACTIVITIES     
Borrowings (repayments) under revolving credit facility, net318
 (140) 47
Proceeds from issuance of senior notes1,000
 700
 500
Redemptions of senior notes(163) (88) 
Debt issuance costs(24) (15) (10)
Distributions to non-controlling interest and subsidiary distributions on unvested unit awards(371) (309) (264)
Partner distributions(15) (13) (10)
Contributions from noncontrolling interest17
 42
 
Contributions from previous parent
 51
 
Drafts payable18
 4
 2
Subsidiary common units issued under LTIP, net of forfeitures and tax withholding
 (1) 
Proceeds from Regency issuance of common units, net of issuance costs149
 312
 436
Distributions to Regency Series A Preferred Units(6) (8) (8)
Net cash flows provided by financing activities923
 535
 693
Net change in cash and cash equivalents(34) 52
 (8)
Cash and cash equivalents at beginning of period53
 1
 9
Cash and cash equivalents at end of period$19
 $53
 $1
      
Supplemental cash flow information:     
Accrued capital expenditures$60
 $136
 $24
Issuance of Class F and common units in connection with SUGS Acquisition961
 
 
Interest paid, net of amounts capitalized146
 112
 83
Income taxes paid
 
 2
Accrued capital contribution to unconsolidated affiliate13
 23
 
See accompanying notes to consolidated financial statements

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ETE GP Acquirer LLC
Notes to Consolidated Financial Statements
(Tabular dollar amounts are in millions)


1. Organization and Basis of Presentation
Organization of ETE GP Acquirer LLC. ETE GP Acquirer LLC (“GP Acquirer”) is a wholly-owned subsidiary of Energy Transfer Equity, L.P. (“ETE”) and owns 99.999% of the limited partner interest in Regency GP LP and 100% membership interest in Regency GP LLC, an entity that owns the 0.001% general partner interest in Regency GP LP.
Organization of Regency GP LP. Regency GP LP (the “General Partner”) is the general partner of Regency Energy Partners LP. The General Partner owns a 1.3% general partner interest and the incentive distribution rights of Regency Energy Partners LP.
Organization of Regency Energy Partners LP. Regency Energy Partners LP and its subsidiaries (“Regency” or the “Partnership”) are engaged in the business of gathering, processing and transporting natural gas and natural gas liquids (“NGLs”) as well as providing contract compression services.
SUGS Acquisition. In April 2013, the Partnership acquired Southern Union Gas Services (“SUGS”) from Southern Union Company (“Southern Union”), a wholly-owned subsidiary of Holdco, for $1.5 billion (the “SUGS Acquisition”). The Partnership financed the acquisition by issuing to Southern Union 31,372,419 of Regency common units and 6,274,483 Regency Class F common units. The Regency Class F common units are not entitled to participate in the Partnership’s distributions for twenty-four months post-transaction closing. The remaining $600 million, less $107 million of closing adjustments, was paid in cash. In addition, ETE agreed to forgo IDR payments on the Partnership common units issued with this transaction for the twenty-four months post-transaction closing and to suspend the $10 million annual management fee paid by the Partnership for two years post-transaction close.
The Regency common units and Regency Class F common units related to the SUGS Acquisition were issued in a private placement conducted in accordance with the exemption from registration requirements of the Securities Act of 1933, as amended under Section 4(2) thereof. The Regency Class F common units will convert into common units on a one-for-one basis in May 2015.
The cash portion of the SUGS Acquisition was funded from the net proceeds of $600 million of senior notes issued by the Partnership on April 30, 2013 in a private placement. In December 2013, these senior notes were exchanged for senior notes that are substantially identical, except that the exchange senior notes are registered under federal securities law and do not have any transfer restrictions. In January 2014, Panhandle Eastern Pipe Line Company, LP (“PEPL”) entered into an agreement and plan of merger with Southern Union and PEPL Holdings, LLC (“PEPL Holdings”), pursuant to which each of Southern Union and PEPL Holdings were merged with and into PEPL, with PEPL as the surviving entity.  In connection with this merger, PEPL assumed the guarantee of collection with respect to the payment of the principal amounts of the senior notes issued.
The Partnership accounted for the SUGS Acquisition in a manner similar to the pooling of interest method of accounting, as it was a transaction between commonly controlled entities. Under this method of accounting, the Partnership reflected historical balance sheet data for the Partnership and SUGS instead of reflecting the fair market value of SUGS assets and liabilities from the date of acquisition forward. The Partnership retrospectively adjusted its financial statements to include the balances and operations of SUGS from March 26, 2012 (the date upon which common control began).
The assets acquired and liabilities assumed in the SUGS Acquisition were as follows:
 April 30, 2013
Current assets$113
Property, plant and equipment, net1,608
Goodwill337
Other non-current assets1
Total assets acquired$2,059
Less: 
Current liabilities(93)
Non-current liabilities(36)
Net assets acquired$1,930

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The following table presents the revenues and net income for the previously separate entities and combined amounts presented herein:
 Years Ended December 31,
 2013 2012
Revenues:   
     Partnership$2,253
 $1,339
     SUGS (1)
268
 661
          Combined$2,521
 $2,000
    
Net income (loss):   
     Partnership$63
 $48
     SUGS (1)
(36) (14)
          Combined$27
 $34
 December 31,
 2016 2015 2014
Advances to and investments in unconsolidated affiliates:     
Intrastate transportation and storage$387
 $406
 $423
Interstate transportation and storage2,149
 2,516
 2,649
Midstream111
 117
 138
Liquids transportation and services29
 32
 31
Investment in Sunoco Logistics224
 247
 226
All other1,380
 1,685
 293
Total advances to and investments in unconsolidated affiliates$4,280
 $5,003
 $3,760
(1)16.Combined amounts attributable to SUGS include the period from March 26, 2012 to December 31, 2012 for the year ended December 31, 2012, and the period from January 1, 2013 to April 30, 2013 for the year ended December 31, 2013. Subsequent to the closing of the SUGS Acquisition on April 30, 2013, the results of SUGS were attributable to the Partnership.QUARTERLY FINANCIAL DATA (UNAUDITED):
BasisSummarized unaudited quarterly financial data is presented below. The sum of presentation. The consolidated financial statements ofnet income per Limited Partner unit by quarter does not equal the GP Acquirer have been prepared in accordance with GAAP and includenet income per limited partner unit for the accounts of all controlled subsidiaries after the elimination of all intercompany accounts and transactions. Certain prior year numbers have been conformeddue to the current year presentation. Subsequent events have been evaluated through February 27, 2014,computation of income allocation between the dateGeneral Partner and Limited Partners and variations in the financial statements were issued.weighted average units outstanding used in computing such amounts.
2. Summary of Significant Accounting Policies
  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 (loss) 614
 715
 638
 (165) 1,802
Net income (loss) 376
 472
 138
 (362) 624
Common Unitholders’ interest in net income (loss) (67) 60
 (241) (762) (1,010)
Basic net income (loss) per Common Unit $(0.15) $0.10
 $(0.49) $(1.47) $(2.06)
Diluted net income (loss) per Common Unit $(0.15) $0.10
 $(0.49) $(1.47) $(2.06)

  Quarters Ended  
  March 31 June 30 September 30 December 31 Total Year
2015:          
Revenues $10,326
 $11,540
 $6,601
 $5,825
 $34,292
Operating income 608
 888
 576
 187
 2,259
Net income 268
 839
 393
 21
 1,521
Common Unitholders’ interest in net income (loss) (48) 298
 59
 (327) (18)
Basic net income (loss) per Common Unit $(0.17) $0.67
 $0.11
 $(0.68) $(0.09)
Diluted net income (loss) per Common Unit $(0.17) $0.67
 $0.10
 $(0.68) $(0.10)
Use of Estimates. These consolidated financial statements have been prepared in conformity with GAAP, which includes the use of estimates and assumptions by management that affect the reported amounts of assets, liabilities, revenues, expenses and disclosure of contingent assets and liabilities that exist at the date of the financial statements. Although these estimates are based on management’s available knowledge of current and expected future events, actual results could be different from those estimates.
Common Control Transactions. Entities and assets acquired from ETE and its affiliates are accounted for as common control transactions whereby the net assets acquired are combined with the Partnership’s net assets at their historical amounts. If consideration transferred differs from the carrying value of the net assets acquired, the excess or deficiency is treated as a capital transaction similar to a dividend or capital contribution. To the extent that such transactions require prior periods to be recast, historical net equity amounts prior to the transaction date are reflected in predecessor equity.
Cash and Cash Equivalents. Cash and cash equivalents include temporary cash investments with original maturities ofThe three months or less.
Equity Method Investments. The equity method of accounting is used to account for the Partnership’s interest in investments of greater than 20% voting interest or where the Partnership exerts significant influence over an investee but lacks control over the investee.
Inventories. Inventories are valued at the lower of cost or market and include materials and parts primarily utilized by the Contract Services segment.
Property, Plant and Equipment. Property, plant and equipment is recorded at historical cost of construction or, upon acquisition, the fair value of the assets acquired. Gains or losses on sales or retirements of assets are included in operating income unless the disposition is treated as discontinued operations. Natural gas and NGLs used to maintain pipeline minimum pressures is and classified as property, plant and equipment. Financing costs associated with the construction of larger assets requiring ongoing efforts over a period of time are capitalized. For the years ended December 31, 2013, 20122016 and 2011,2015 reflected the Partnership capitalized interestunfavorable impacts of $2 million, $1$27 million and $1$120 million, respectively. The costs of maintenance and repairs, which are not significant improvements, are expensed when incurred. Expenditures to extend the useful lives of the assets are capitalized.
Depreciation expenserespectively, related to property, plantnon-cash inventory valuation adjustments primarily in our investment in Sunoco Logistics and equipment was $258 million, $219all other segments. The three months ended December 31, 2016 and 2015 reflected the recognition of impairment losses of $813 million and $138$339 million, respectively. Impairment losses in 2016 were primarily related to our PEPL reporting unit, Sea Robin reporting unit and midstream midcontinent operations. In 2015, impairment losses were primarily related to Lone Star Refinery Services operations and our Transwestern pipeline. The three months ended September 30, 2016 reflected the recognition of a non-cash impairment of our investment in MEP of $308 million in our interstate transportation and storage segment.
For certain periods reflected above, distributions paid for the years ended December 31, 2013, 2012 and 2011, respectively. In March 2012, the Partnership recorded a $7 million “out-of-period” adjustment to depreciation expense to correct the estimated useful lives of certain assets to comply with its policy.

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Depreciation of property, plant and equipment is recorded on a straight-line basis over the following estimated useful lives:
Functional Class of PropertyUseful Lives (Years)
Gathering and Transmission Systems10 - 50
Compression Equipment2 - 30
Gas Plants and Buildings5 - 35
Other property, plant and equipment3 - 15
Intangible Assets. As of December 31, 2013, intangible assets consisted of trade names and customer relations, and are amortized on a straight line basis over their estimated useful lives, which is the period over which the assets are expected to contribute directly or indirectly to the Partnership’s future cash flows. The estimated useful lives range from 20 to 30 years.
The Partnership assesses long-lived assets, including property, plant and equipment and intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is assessed by comparing the carrying amount of an asset to undiscounted future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amounts exceed the fair value of the assets. The Partnership did not record any impairment in 2013, 2012 or 2011.
Goodwill. Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in a business combination. Goodwill is not amortized, but is tested for impairment annually based on the carrying values as of November 30 or December 31 depending upon the reporting unit, or more frequently if impairment indicators arise that suggest the carrying value of goodwill may not be recovered. The Partnership has the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount as a basis for determining whether further impairment testing is necessary. Impairment is indicated when the carrying amount of a reporting unit exceeds its fair value. To estimate the fair value of the reporting units, the Partnership makes estimates and judgments about future cash flows, as well as revenues, cost of sales, operating expenses, capital expenditures and net working capital based on assumptions that are consistent with the Partnership’s most recent forecast. At the time it is determined that an impairment has occurred, the carrying value of the goodwill is written down to its fair value. The Partnership did not record any impairment in 2013, 2012 or 2011.
Other Assets, net. Other assets, net primarily consists of debt issuance costs, which are capitalized and amortized to interest expense, net over the life of the related debt.
Gas Imbalances. Quantities of natural gas or NGLs over-delivered or under-delivered related to imbalance agreements are recorded monthly as other current assets or other current liabilities using then current market prices or the weighted average prices of natural gas or NGLs at the plant or system pursuant to imbalance agreements for which settlement prices are not contractually established. Within certain volumetric limits determined at the sole discretion of the creditor, these imbalances are generally settled by deliveries of natural gas. Imbalance receivables and payables as of December 31, 2013 and 2012 were immaterial.
Asset Retirement Obligations. Legal obligations associated with the retirement of long-lived assets are recorded at fair value at the time the obligations are incurred, if a reasonable estimate of fair value can be made. Present value techniques are used which reflect assumptions such as removal and remediation costs, inflation,  and profit margins that third parties would demand to settle the amount of the future obligation. The Partnership does not include a market risk premium for unforeseeable circumstances in its fair value estimates because such a premium cannot be reliably estimated. Upon initial recognition of the liability, costs are capitalized as a part of the long-lived asset and allocated to expense over the useful life of the related asset. The liability is accreted to its present value each period with accretion being recorded to operating expense with a corresponding increase in the carrying amount of the liability. The ARO assets and liabilities were immaterial as of December 31, 2013.
Environmental. The Partnership's operations are subject to federal, state and local laws and rules and regulations regarding water quality, hazardous and solid waste management, air quality control and other environmental matters. These laws, rules and regulations require the Partnership to conduct its operations in a specified manner and to obtain and comply with a wide variety of environmental registrations, licenses, permits, inspections and other approvals. Failure to comply with applicable environmental laws, rules and regulations may expose the Partnership to significant fines, penalties and/or interruptions in operations. The Partnership's environmental policies and procedures are designed to achieve compliance with such applicable laws and regulations. These evolving laws and regulations and claims for damages to property, employees, other persons and the environment resulting from current or past operations may result in significant expenditures and liabilities in the future.
Predecessor Equity. Predecessor equity included on the consolidated statement of partners' capital and noncontrolling interest represents SUGS member's capital prior to the acquisition date (April 30, 2013).

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Revenue Recognition. The Partnership earns revenue from (i) domestic sales of natural gas, NGLs and condensate, (ii) natural gas gathering, processing and transportation, and (iii) contract compression and treating services. Revenue associated with sales of natural gas, NGLs and condensate are recognized when title passes to the customer, which is when the risk of ownership passes to the purchaser and physical delivery occurs. Revenue associated with transportation and processing fees are recognized when the service is provided. For contract compression and contract treating services, revenue is recognized when the service is performed. For gathering and processing services, the Partnership receives either fees or commodities from natural gas producers depending on the type of contract. Commodities received are in turn sold and recognized as revenue in accordance with the criteria outlined above. Under the percentage-of-proceeds contract type, the Partnership is paid for its services by keeping a percentage of the NGLs produced and a percentage of the residue gas resulting from processing the natural gas. Under the percentage-of-index contract type, the Partnership earns revenue by purchasing wellhead natural gas at a percentage of the index price and selling processed natural gas and NGLs at a price approximating the index price to third parties. The Partnership generally reports revenue gross in the consolidated statements of operations when it acts as the principal, takes title to the product, and incurs the risks and rewards of ownership. Revenue for fee-based arrangements is presented net, because the Partnership takes the role of an agent for the producers. Allowance for doubtful accounts is determined based on historical write-off experience and specific identification.
Derivative Instruments. The Partnership'sexceeded net income and cash flows are subjectattributable to volatility stemming from changes in market prices such as natural gas prices, NGLs prices, processing margins and interest rates. The Partnership uses product-specific swaps to create offsetting positions to specific commodity price exposures, and uses interest rate swap contracts to create offsetting positions to specific interest rate exposures. Derivative financial instruments are recorded onpartners. Accordingly, the balance sheet at their fair value based on their settlement date. The Partnership employs derivative financial instruments in connection with an underlying asset, liability and/or anticipated transaction and not for speculative purposes. Furthermore, the Partnership regularly assesses the creditworthiness of counterparties to manage the risk of default. Derivative financial instruments qualifying for hedge accounting treatment may be designated by the Partnership as cash flow hedges. The Partnership enters into cash flow hedges to hedge the variability in cash flows related to a forecasted transaction. At inception, the Partnership formally documents the relationship between the hedging instrument and the hedged item, the risk management objectives, and the methods used for assessing and testing correlation and hedge effectiveness. The Partnership also assesses, both at the inception of the hedge and on an on-going basis, whether the derivatives are highly effective in offsetting changes in cash flows of the hedged item. If the Partnership determines that a derivative is no longer highly effective as a hedge, it would discontinues hedge accounting prospectively by including changes in the fair value of the derivative in current earnings. For cash flow hedges, changes in the derivative fair values, to the extent that the hedges are effective, are recorded as a component of accumulated other comprehensive income (loss) until the hedged transactions occur and are recognized in earnings. Any ineffective portion of a cash flow hedge's change in value is recognized immediately in earnings. In the statement of cash flows, the effects of settlements of derivative instruments are classified consistent with the related hedged transactions.
Benefits. The Partnership provides medical, dental, and other healthcare benefits to employees. The total amount incurred by the Partnership for the years ended December 31, 2013, 2012 and 2011, was $9 million, $9 million and $6 million, respectively, in operation and maintenance and general and administrative expenses, as appropriate. The Partnership also provides a matching contribution to its employee’s 401(k) accounts. Effective January 1, 2011, the Partnership’s 401(k) plan merged with and into that of Energy Transfer Partners (“ETP”). As a result of the merger, the Partnership’s matching contributions that had not yet fully vested became fully vested. All future matching contributions from the Partnership to the employee 401(k) accounts vest immediately. In addition, SUGS maintained a separate defined contribution plan during March 26, 2012 to December 31, 2012. The total amount of matching contributions for the years ended December 31, 2013, 2012 and 2011 was $7 million, $4 million and $3 million, respectively, and were recorded in operation and maintenance and general and administrative expenses as appropriate. The Partnership has no pension obligations or other post-employment benefits. Beginning January 1, 2013, the Partnership provides a 3% profit sharing contribution to employee 401(k) accounts for all employees with base compensation below a specified threshold. The contribution is in addition to the 401(k) matching contribution and employees become vested based on years of service.
Income Taxes. The Partnership is generally not subject to income taxes, except as discussed below, because its income is taxed directly to its partners. The Partnership is subject to the gross margins tax enacted by the state of Texas. The Partnership has two wholly-owned subsidiaries that are subject to income tax and provides for deferred income taxes using the asset and liability method. Accordingly, deferred taxes are recorded for differences between the tax and book basis that will reverse in future periods. The Partnership has deferred tax liabilities of $22 million as of December 31, 2013 and 2012 related to the difference between the book and tax basis of property, plant and equipment and intangible assets and they are included in other long-term liabilities in the accompanying consolidated balance sheets. The Partnership follows the guidance for uncertainties in income taxes where a liability for an unrecognized tax benefit is recorded for a tax position that does not meet the “more likely than not” criteria. The Partnership has not recorded any uncertain tax positions meeting the more likely than not criteria as of December 31, 2013 and 2012. The Partnership recognized an immaterial amount for current federal income tax expense and deferred income tax benefit for the years ended December 31, 2013, 2012, and 2011.

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Although the SUGS operations were included in the Southern Union consolidated federal income tax return prior to the SUGS Acquisition, following their acquisition by the Partnership, SUGS’s operations are now treated as a pass-through entity. Therefore, other than one wholly-owned subsidiary, SUGS’s historical operations exclude income taxes for all periods presented.

Effective with the Partnership’s acquisition of SUGS on April 30, 2013, SUGS is generally no longer subject to federal income taxes and subject only to gross margins tax in the state of Texas. Substantially all previously recorded current and deferred tax liabilities were settled with Southern Union, along with all other intercompany receivables and payables at the date of acquisition.
The IRS commenced audits of our 2007 and 2008 federal income tax returns on January 27, 2010. The IRS has now completed its audit of these returns and proposed certain adjustments. The Partnership filed a protest with the IRS to initiate the appeals process and appeal certain of these adjustments. Until this matter is fully resolved, it is not known whether any amounts ultimately recorded would be material, or how such adjustments would affect unitholders. The statute of limitations for these audits has been extended to December 31, 2014. In January 2014, the Partnership settled the 2007 through 2009 tax returns audit for a wholly-owned subsidiary for an immaterial amount.
Equity-Based Compensation. The Partnership accounts for equity-based compensation by recognizing the grant-date fair value of awards into expense as they are earned, using an estimated forfeiture rate. The forfeiture rate assumption is reviewed annually to determine whether any adjustments to expense are required.
3. Regency Unit Activity Reflected in Noncontrolling Interest
Regency Units Activity. The changes in Regency’s common and Class F units were as follows:
 Regency Common Units Regency Class F Units 
Balance - December 31, 2010137,281,336
 
 
Regency common unit offerings, net of costs20,000,001
 
 
Regency’s issuance of common units under LTIP, net of forfeitures and tax withholding156,271
 
 
Balance - December 31, 2011157,437,608
 
 
Regency common unit offerings, net of costs12,650,000
 
 
Regency’s issuance of common units under an equity distribution agreement, net of costs691,129
 
 
Regency’s issuance of common units under LTIP, net of forfeitures and tax withholding172,720
 
 
Balance - December 31, 2012170,951,457
 
 
Regency’s issuance of common units under LTIP, net of forfeitures and tax withholding184,995
 
 
Regency’s issuance of common units under an equity distribution agreement, net of costs5,712,138
 
 
Conversion of Regency Series A preferred units for Regency common units2,629,223
 
 
Regency’s Issuance of common units and Class F common units in connection with SUGS Acquisition31,372,419
(1) 
6,274,483
(2) 
Balance - December 31, 2013210,850,232
 6,274,483
 
(1)ETE has agreed to forgo IDR payments on the Regency common units issued with the SUGS Acquisition for twenty-four months post-transaction closing.
(2)Regency’s Class F common units are not entitled to participate in Regency’s distributions or earnings for twenty-four months post-transaction closing.
Equity Distribution Agreement. In June 2012, Regency entered into an Equity Distribution Agreement with Citi under which Regency may offer and sell its common units, representing limited partner interests, having an aggregate offering price of up to $200 million, from time to time through Citi, as sales agent for Regency. Sales of these units, if any, made from time to time under the Equity Distribution Agreement will be made by means of ordinary brokers’ transactions on the New York Stock Exchange at market prices, in block transactions, or as otherwise agreed upon by Regency and Citi. Regency may also sell its common units to Citi as principal for its own account at a price agreed upon at the time of sale. Any sale of Regency common units to Citi as principal would be pursuant to the terms of a separate agreement between Regency and Citi. Regency intends to use the net proceeds from the sale of these units for general partnership purposes. For the years ended December 31, 2013 and 2012, Regency received net proceeds of $149 million and $15 million, respectively, from Regency units issued pursuant to this Equity Distribution Agreement. As of December 31, 2013, $34 million remains available to be issued under this agreement.
Public Common Unit Offerings. In March 2012, Regency issued 12,650,000 of its common units representing limited partner interests in a public offering at a price of $24.47 per Regency common unit, resulting in net proceeds of $297 million. In May 2012, Regency used the net proceeds from this offering to redeem 35%, or $88 million, in aggregate principal amounts of its

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outstanding senior notes due 2016; pay related premium, expenses and accrued interest; and repay outstanding borrowings under its revolving credit facility. In August 2010, Regency sold 17,537,500 of its common units and received $408 million in proceeds, inclusive of the General Partner’s proportionate capital contribution. In October 2011, Regency issued 11,500,000 of its common units representing limited partnership interests in a public offering at a price of $20.92 per Regency common unit, resulting in net proceeds of $232 million which were used to repay outstanding borrowings under its revolving credit facility.
Private Common Unit Offerings. In May 2011, Regency sold 8,500,001 of its common units representing limited partnership interests resulting in net proceeds of $204 million, to partially fund its capital contribution to Lone Star. These units were issued in a private placement conducted in accordance with the exemption from the registration requirements of the Securities Act of 1933, as amended, under section 4(2) thereof. These units were subsequently registered with the SEC.
Beneficial Conversion Feature. Regency issued 6,274,483 Regency Class F common units in connection with the SUGS Acquisition. At the commitment date (February 27, 2013), the sales price of $23.91 per unit represented a $2.19 per unit discount from the fair value of the Regency’s common units as of April 30, 2013. The Class F common units are convertible to common units on a one-for-one basis on May 8, 2015.
Noncontrolling Interest. Regency operates Edwards Lime Gathering LLC and its operating subsidiaries (“ELG”), a gas gathering joint venture in South Texas in which other third party companies own a 40% interest, which is reflected on Regency’s consolidated balance sheet as noncontrolling interest.
Distributions. The partnership agreement requires the distribution of all of the Partnership’s Available Cash (defined below) within 45 days after the end of each quarter to unitholders of record on the applicable record date, as determined by the General Partner.
Available Cash. Available Cash, for any quarter, generally consists of all cash and cash equivalents on hand at the end of that quarter less the amount of cash reserves established by the general partner to: (i) provide for the proper conduct of the Partnership’s business; (ii) comply with applicable law, any debt instruments or other agreements; or (iii) provide funds for distributions to the unitholders andpaid to the General Partner, for any one or more ofincluding incentive distributions, further exceeded net income, and as a result, a net loss was allocated to the next four quarters and plus, all cash on hand on that date of determination of available cashLimited Partners for the quarter resulting from working capital borrowings made after the end of the quarter for which the determination is being made.period.
General Partner Interest and Incentive Distribution Rights. The General Partner is entitled to its proportionate share of all quarterly distributions that Regency makes prior to its liquidation. The General Partner has the right, but not the obligation, to contribute a proportionate amount of capital to the Partnership to maintain its current general partner interest. The General Partner’s initial 2% interest in these distributions has been reduced since the Partnership has issued additional units and the General Partner has not contributed a proportionate amount of capital to the Partnership to maintain its General Partner interest. The General Partner ownership interest as of December 31, 2013 was 1.3%. This General Partner interest is represented by 2,834,381 equivalent units as of December 31, 2013.
The IDRs held by the General Partner entitle it to receive an increasing share of Available Cash when pre-defined distribution targets are achieved. The General Partner’s IDRs are not reduced if the Partnership issues additional units in the future and the general partner does not contribute a proportionate amount of capital to the Partnership to maintain its general partner interest.
In connection with the SUGS Acquisition, ETE agreed to forgo IDR payments on Regency common units issued with this transaction for the twenty-four months post-transaction closing.
Distributions. Regency made the following cash distributions per unit during the years ended December 31, 2013 and 2012:
Distribution Date 
Cash Distribution
(per common unit)
November 14, 2013 $0.470
August 14, 2013 0.465
May 13, 2013 0.460
February 14, 2013 0.460
   
November 14, 2012 $0.460
August 14, 2012 0.460
May 14, 2012 0.460
February 13, 2012 0.460
Regency paid a cash distribution of $0.475 per common unit on February 14, 2014.

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4. Acquisitions and Dispositions
2013
SUGS Acquisition. The SUGS Acquisition is discussed in footnote 1 - Organization and Basis of Presentation.
PVR Acquisition. In October 2013, the Partnership announced that it entered into a merger agreement with PVR Partners, L.P. (“PVR”) pursuant to which the Partnership intends to merge with PVR (“PVR Acquisition”). This merger will be a unit-for-unit transaction plus a one-time $37 million cash payment to PVR unitholders which represents total consideration of $5.6 billion, including the assumption of net debt of $1.8 billion. The holders of PVR common units, PVR Class B Units and PVR Special Units (“PVR Unit(s)”) will receive 1.02 Partnership common units in exchange for each PVR Unit held on the applicable record date. In November 2013, the Partnership received approval of the PVR Acquisition under the Hart-Scott-Rodino Antitrust Improvements Act. The transaction is subject to the approval of PVR’s unitholders and other customary closing conditions, and is expected to close in March 2014.
The PVR Acquisition is expected to enhance our geographic diversity with a strategic presence in the Marcellus and Utica shales in the Appalachian Basin and the Granite Wash in the Mid-Continent region.
Eagle Rock Acquisition. In December, 2013, the Partnership entered into an agreement to purchase Eagle Rock Energy Partners, L.P.’s (“Eagle Rock’s”) midstream business for approximately $1.3 billion (the “Eagle Rock Midstream Acquisition”). This acquisition is expected to complement the Partnership’s core gathering and processing business, and when combined with the PVR Acquisition, is expected to further diversify the Partnership’s basin exposure in the Texas Panhandle, East Texas and South Texas. The Eagle Rock Midstream Acquisition is expected to close in the second quarter of 2014, and is subject to the approval of Eagle Rock unitholders, Hart-Scott-Rodino Antitrust Improvements Act approval and other customary closing conditions.
Hoover Energy Acquisition. On February 3, 2014, the Partnership completed its previously announced acquisition of the subsidiaries of Hoover Energy Partners, LP that are engaged in crude oil gathering, transportation and terminaling, condensate handling, natural gas gathering, treating and processing, and water gathering and disposal services in the southern Delaware Basin in West Texas. The consideration paid by the Partnership was valued at $281.6 million (subject to customary post-closing adjustments) and consisted of (i) 4,040,471 Regency common units issued to Hoover and (ii) $183.6 million in cash. A portion of the consideration is being held in escrow as security for certain indemnification claims. The Partnership financed the cash portion of the purchase price through borrowings under its revolving credit facility. The Partnership will account for the acquisition of Hoover using the acquisition method of accounting, which requires, among other things, that assets acquired and liabilities assumed be recognized on the balance sheet at their fair values as of the acquisition date. Management’s evaluation of the assigned fair values is ongoing as the transaction was recently completed and therefore the Partnership was not able to complete the preliminaryallocation of the purchase price to the acquired assets and liabilities prior to the issuance of these financial statements.
2011
Lone Star. On May 2, 2011, the Partnership contributed $593 million in cash to Lone Star NGL LLC (“Lone Star”), in exchange for its 30% interest. Lone Star, a newly formed joint venture that is owned 70% by ETP and 30% by the Partnership, completed its acquisition of all of the membership interest in LDH, a wholly-owned subsidiary of Louis Dreyfus Highbridge Energy LLC for $1.98 billion in cash. To fund a portion of this capital contribution, the Partnership issued 8,500,001 Regency common units representing limited partnership interests with net proceeds of $204 million. The remaining portion of the Partnership’s capital contribution was funded by additional borrowings under its revolving credit facility.
Ranch JV. On December 2, 2011, Ranch Westex JV LLC (“Ranch JV”) was formed by the Partnership, Anadarko Pecos Midstream LLC and Chesapeake West Texas Processing, L.L.C., each owning a 33.33% interest in the joint venture. Ranch JV processes natural gas delivered from the NGLs-rich Bone Spring and Avalon shale formations in West Texas.

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5. Investments in Unconsolidated Affiliates
As of December 31, 2013, the Partnership has a 49.99% general partner interest in RIGS Haynesville Partnership Co. (“HPC”), a 50% membership interest in Midcontinent Express Pipeline LLC (“MEP”), a 30% membership interest in Lone Star, a 33.33% membership interest in Ranch JV, and a 50% membership interest in Grey Ranch. The Partnership acquired a 33.33% membership interest in Ranch JV in December 2011, a 30% interest in Lone Star in May 2011, a 49.9% interest in MEP in May 2010 and a 0.1% interest in MEP in September 2011. The carrying value of the Partnership’s investment in each of the unconsolidated affiliates as of December 31, 2013 and 2012 is as follows:
 December 31, 2013 December 31, 2012
HPC$442
 $650
MEP548
 581
Lone Star1,070
 948
Ranch JV36
 35
Grey Ranch1
 
 $2,097
 $2,214
The following tables summarize the changes in the Partnership’s investment activities in each of the unconsolidated affiliates for the years ended December 31, 2013, 2012 and 2011:
 Year Ended December 31, 2013
 
  HPC (2)
 MEP Lone Star Ranch JV Grey Ranch
Contributions$
 $
 $137
 $2
 $
Distributions238
 72
 79
 2
 
Share of net income36
 39
 64
 1
 1
Amortization of excess fair value of investment (1)
(6) 
 
 
 
 Year Ended December 31, 2012
 HPC MEP Lone Star Ranch JV Grey Ranch
Contributions$
 $
 $343
 $36
 $
Distributions61
 75
 68
 
 
Share of net income35
 42
 44
 (1) (9)
Amortization of excess fair value of investment (1)
(6) 
 
 
 

 Year Ended December 31, 2011
      HPC 
    MEP(3)
 
Lone Star(4)
 Ranch JV Grey Ranch
Contributions$
 $
 $645
 $
 N/A
Purchase of additional interest
 1
 
 
 N/A
Distributions65
 83
 22
 
 N/A
Return of investment
 
 23
 
 N/A
Share of net income55
 43
 28
 
 N/A
Amortization of excess fair value of investment (1)
(6) 
 
 
 N/A
__________________
(1)The Partnership’s investment in HPC was adjusted to its fair value on May 26, 2010 and the excess fair value over net book value was comprised of two components: (1) $155 million was attributed to HPC’s long-lived assets and is being amortized as a reduction of income from unconsolidated affiliates over the useful lives of the respective assets, which vary from 15 to 30 years, and (2) $32 million could not be attributed to a specific asset and therefore will not be amortized in future periods.
(2)HPC entered into a $500 million 5-year revolving credit facility in September 2013, pursuant to which the Partnership pledged its 49.99% equity interest in HPC. Upon closing such credit facility, HPC borrowed $370 million to fund a non-recurring return of investment to its partners of which the Partnership received $185 million. The amount outstanding under this facility was $445 million as of December 31, 2013. The Partnership’s contingent obligation with respect to the outstanding borrowings under this facility was $222 million at December 31, 2013.

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(3)In September 2011, the Partnership purchased an additional 0.1% interest in MEP from ETP for $1 million in cash, bringing the total membership interest to 50%.
(4)For the period from initial contribution, May 2, 2011, to December 31, 2011.
N/AThe Partnership acquired a 50% interest in Grey Ranch in March 2012, as part of the SUGS Acquisition in April 2013.
6. Derivative Instruments
Policies. The Partnership established comprehensive risk management policies and procedures to monitor and manage the market risks associated with commodity prices, counterparty credit, and interest rates. The General Partner is responsible for delegation of transaction authority levels, and the Audit and Risk Committee of the General Partner is responsible for the overall management of these risks, including monitoring exposure limits. The Audit and Risk Committee receives regular briefings on exposures and overall risk management in the context of market activities.
Commodity Price Risk. The Partnership is a net seller of NGLs, condensate and natural gas as a result of its gathering and processing operations. The prices of these commodities are impacted by changes in the supply and demand as well as other market forces. Both the Partnership’s profitability and cash flow are affected by the inherent volatility of these commodities which could adversely affect its ability to make distributions to its unitholders. The Partnership manages this commodity price exposure through an integrated strategy that includes management of its contract portfolio, matching sales prices of commodities with purchases, optimization of its portfolio by monitoring basis and other price differentials in operating areas, and the use of derivative contracts. In some cases, the Partnership may not be able to match pricing terms or to cover its risk to price exposure with financial hedges, and it may be exposed to commodity price risk. Speculative positions with derivative contracts are prohibited under the Partnership’s policies.
The Partnership has swap contracts settled against NGLs (natural gas liquids, including propane, normal butane, iso butane and natural gasoline), condensate and natural gas market prices. The Partnership also had put options settled against ethane, which expired in December 2012.
On January 1, 2012, the Partnership de-designated its swap contracts and began accounting for these contracts using the mark-to-market method of accounting. As of December 31, 2013, the Partnership had an immaterial amount in net hedging gains in AOCI, all of which will be amortized to earnings over the next three months.
As of December 31, 2012, SUGS had outstanding receive-fixed natural gas price swaps with a total notional amount of 4,562,500 MMBtu for 2012. These natural gas price swaps were accounted for as cash flow hedges, with effective portion of changes in their fair value recorded to AOCI and reclassified into revenues in the same period which the forecasted natural gas sales impact earnings. As of April 30, 2013, in connection with the SUGS Acquisition, these outstanding hedges were terminated.
Interest Rate Risk. The Partnership is exposed to variable interest rate risk as a result of borrowings under its revolving credit facility. The Partnership's $250 million interest rate swaps expired in April 2012. As of December 31, 2013, the Partnership had $510 million of outstanding borrowings exposed to variable interest rate risk.
Credit Risk. The Partnership’s resale of NGLs, condensate, and natural gas exposes it to credit risk, as the margin on any sale is generally a very small percentage of the total sales price. Therefore, a credit loss can be very large relative to overall profitability on these transactions. The Partnership monitors credit exposure and attempts to ensure that it issues credit only to creditworthy counterparties and that in appropriate circumstances any such extension of credit is backed by adequate collateral, such as a letter of credit or parental guarantee from a parent company with potentially better credit.
The Partnership is exposed to credit risk from its derivative counterparties. The Partnership does not require collateral from these counterparties. The Partnership deals primarily with financial institutions when entering into financial derivatives, and utilizes master netting agreements that allow for netting of swap contract receivables and payables in the event of default by either party. If the Partnership’s counterparties failed to perform under existing swap contracts, the Partnership’s maximum loss as of December 31, 2013 was $4 million, which would be reduced by less than $1 million due to the netting feature. The Partnership has elected to present assets and liabilities under master netting agreements gross on the consolidated balance sheets.
Embedded Derivatives. The Regency Series A Preferred Units contain embedded derivatives which are required to be bifurcated and accounted for separately, such as the holders’ conversion option and the Partnership’s call option. These embedded derivatives are accounted for using mark-to-market accounting. The Partnership does not expect the embedded derivatives to affect its cash flows.

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The Partnership’s derivative assets and liabilities, including credit risk adjustments, as of December 31, 2013 and 2012 are detailed below:
 Assets Liabilities
 December 31, 2013 December 31, 2012 December 31, 2013 December 31, 2012
Derivatives designated as cash flow hedges       
Current amounts       
Commodity contracts$
 $
 $
 $5
Total cash flow hedging instruments
 
 
 5
Derivatives not designated as cash flow hedges       
Current amounts       
Commodity contracts$3
 $4
 $9
 $1
Long-term amounts       
Commodity contracts1
 1
 
 
Embedded derivatives in Series A Preferred Units
 
 19
 25
Total derivatives$4
 $5
 $28
 $31
The Partnership’s statements of operations for the years ended December 31, 2013, 2012 and 2011 were impacted by derivative instruments activities as detailed below:
  Years Ended December 31,
  2013 2012 2011
Derivatives in cash flow hedging relationships: 
Change in Value Recognized in AOCI on Derivatives
(Effective Portion)
Commodity derivatives $
 $(4) $(13)
Derivatives in cash flow hedging relationships:
Location of Gain/(Loss)
Recognized in Income
Amount of Gain/(Loss) Reclassified from AOCI into Income
(Effective Portion)
Commodity derivativesRevenue$
 $6
 $(19)
  Years Ended December 31,
  2013 2012 2011
Derivatives not designated in a hedging relationship:
Location of Gain/(Loss)
Recognized in Income
Amount of Gain/(Loss) from De-designation Amortized from AOCI into Income
Commodity derivativesRevenue$
 $(5) $
Derivatives not designated in a hedging relationship:
Location of Gain/(Loss)
Recognized in Income
Amount of Gain/(Loss) Recognized in Income on Derivatives
Commodity derivativesRevenue$(9) $16
 $
Embedded derivativesOther income & deductions6
 14
 18
  $(3) $30
 $18

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7. Long-term Debt
Obligations in the form of senior notes and borrowings under the credit facilities are as follows:
 December 31, 2013 December 31, 2012
Senior notes$2,800
 $1,965
Revolving loans510
 192
Total3,310
 2,157
Less: current portion
 
Long-term debt$3,310
 $2,157
Availability under revolving credit facility:   
Total credit facility limit$1,200
 $1,150
Revolving loans(510) (192)
Letters of credit(14) (12)
Total available$676
 $946
Long-term debt maturities as of December 31, 2013 for each of the next five years are as follows:
Year Ended December 31,Amount
2014$
2015
2016
2017
2018600
Thereafter2,710
Total$3,310
Revolving Credit Facility
In the year ended December 31, 2013, 2012 and 2011 the Partnership borrowed $1.46 billion, $1.56 billion and $940 million, respectively, under its revolving credit facility; these borrowings were to fund capital expenditures and acquisitions. During the same periods, the Partnership repaid $1.1 billion, $1.70 billion and $893 million, respectively, with proceeds from equity offerings and issuances of senior notes.
In May 2013, Regency Gas Services, LP, a wholly-owned subsidiary of Regency Energy Partners LP, entered into the Sixth Amended and Restated Credit Agreement to increase the commitment to $1.2 billion with a $300 million uncommitted incremental facility and extended the maturity date to May 21, 2018. The material differences between the Fifth and Sixth Amended and Restated Credit Agreement include:

A 75 bps decrease in pricing, with an additional 50 bps decrease upon the achievement of an investment grade rating;
No limitation on the maximum amount that the loan parties may invest in joint ventures existing on the date of the credit
agreement so long as the Partnership is in pro forma compliance with the financial covenants;
The addition of a “Restricted Subsidiary” structure such that certain designated subsidiaries are not subject to the credit
facility covenants and do not guarantee the obligations thereunder or pledge their assets in support thereof;
The addition of provisions such that upon the achievement of an investment grade rating by the Partnership, the collateral
package will be released; the facility will become unsecured; and the covenant package will be significantly reduced;
An eight-quarter increase in the permitted Total Leverage Ratio; and
After March 2015, an increase in the permitted total leverage ratio for the two fiscal quarters following any $50 million
or greater acquisition.

The Partnership capitalized $6 million of net loan fees which is being amortized over the remaining term.
The revolving credit facility and the guarantees are senior to the Partnership’s and the guarantors’ unsecured obligations, to the extent of the value of the assets securing such obligations.

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As of December 31, 2013, the Partnership was in compliance in all material respects with all of the financial covenants contained within the new credit agreement.
The outstanding balance under the revolving credit facility bears interest at LIBOR plus a margin or alternate base rate (equivalent to the U.S. prime lending rate) plus a margin, or a combination of both. The alternate base rate used to calculate interest on base rate loans will be calculated based on the greatest to occur of a base rate, a federal funds effective rate plus 0.50% and an adjusted one-month LIBOR rate plus 1.00%. The applicable margin shall range from 0.625% to 1.50% for base rate loans, 1.625% to 2.50% for Eurodollar loans. The weighted average interest rate on the total amounts outstanding under the Partnership’s revolving credit facility was 2.17% and 2.93% as of December 31, 2013 and 2012, respectively.
RGS must pay (i) a commitment fee ranging from 0.30% to 0.45% per annum of the unused portion of the revolving loan commitments, (ii) a participation fee for each revolving lender participating in letters of credit ranging from 1.625% to 2.50% per annum of the average daily amount of such lender’s letter of credit exposure and (iii) a fronting fee to the issuing bank of letters of credit equal to 0.20% per annum of the average daily amount of the letter of credit exposure. These fees are included in interest expense, net in the consolidated statement of operations.
The revolving credit facility contains financial covenants requiring RGS and its subsidiaries to maintain a debt to consolidated EBITDA (as defined in the credit agreement) ratio less than 5.00 for the first eight quarters (after March 2015, an increase is allowed in the permitted total leverage ratio for the first two fiscal quarters following any $50 million or greater acquisition), consolidated EBITDA to consolidated interest expense ratio greater than 2.50 and a secured debt to consolidated EBITDA ratio less than 3.25. At December 31, 2013 and 2012, RGS and its subsidiaries were in compliance with these covenants.
The revolving credit facility restricts the ability of RGS to pay dividends and distributions other than reimbursements of the Partnership for expenses and payment of dividends to the Partnership to the amount of available cash (as defined) so long as no default or event of default has occurred or is continuing. The revolving credit facility also contains various covenants that limit (subject to certain exceptions), among other things, the ability of RGS to:

incur indebtedness;
grant liens;
enter into sale and leaseback transactions;
make certain investments, loans and advances;
dissolve or enter into a merger or consolidation;
enter into asset sales or make acquisitions;
enter into transactions with affiliates;
prepay other indebtedness or amend organizational documents or transactions documents (as defined in the revolving credit facility);
issue capital stock or create subsidiaries; or
engage in any business other than those businesses in which it was engaged at the time of the effectiveness of the revolving credit facility or reasonable extension thereof.

In February 2014, RGS entered into the first Amendment to the Sixth Amended and restated Credit Agreement to, among other things, expressly permit the pending PVR and Eagle Rock acquisitions, and to increase the commitment to $1.5 billion and increase the uncommitted incremental facility to $500 million. The amendment will specifically allows the Partnership to assume the series of PVR senior notes that mature prior to the credit agreement.
Senior Notes

In May 2009, the Partnership and Regency Energy Finance Corp., a wholly-owned subsidiary of the Partnership, issued $250 million of senior notes that mature on June 1, 2016 (the “2016 Notes”). The 2016 Notes bear interest at 9.375% with interest payable semi-annually in arrears on June 1 and December 1. In May 2012, the Partnership redeemed 35%, or $87 million, of the 2016 Notes, bringing the total outstanding principal amount to $163 million. A redemption premium of $8 million was charged to loss on debt refinancing, net in the consolidated statement of operations and $4 million of accrued interest was paid. The Partnership also wrote off the unamortized loan fee of $1 million and unamortized bond premium of $2 million to loss on debt refinancing, net in the consolidated statement of operations. In June 2013, the Partnership redeemed all amounts outstanding 2016 Notes for $178 million cash, inclusive of accrued and unpaid interest of $7 million and other fees and expenses.


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The Partnership and Finance Corp. have outstanding the following series of senior notes (collectively “Senior Notes”):

$600 million in aggregate principal amount of our 6 78% senior notes due December 1, 2018 (the “2018 Notes”) with interest payable semi-annually in arrears on June 1 and December 1;
$400 million in aggregate principal amount of our 5 34% senior notes due September 1, 2020 (the “2020 Notes”) with interest payable semi-annually in arrears on March 1 and September 1;
$500 million in aggregate principal amount of our 6 12% senior notes due July 15, 2021 (the “2021 Notes”) with interest payable semi-annually in arrears on January 15 and July 15;
$900 million in aggregate principal of our 5 78% senior notes due March 1, 2022 (the “2022 Notes”) issued in February 2014, with interest payable semi-annually in arrears on March 1 and September 1;
$700 million in aggregate principal amount of our 5 12% senior notes due April 15, 2023 (the “2023 5 ½% Notes”) with interest payable semi-annually in arrears on April 15 and October 15; and
$600 million in aggregate principal amount of our 4 12% senior notes due November 1, 2023 (the “2023 4 ½% Notes”) with interest payable semi-annually in arrears on May 1 and November 1.

The Senior Notes are guaranteed by our existing consolidated subsidiaries except Finance Corp and ELG.

The Senior Notes are redeemable at any time prior to the dates specified below at a price equal to 100% of the principal amount of the applicable series, plus a make-whole premium and accrued and unpaid interest, if any, to the redemption date.

2018 Notes - Beginning December 1, 2014 100% may be redeemed at fixed redemption price of 103.438% (December 1, 2015 - 101.719% and December 1, 2016 and thereafter - 100%) plus accrued and unpaid interest, if any, to the redemption date
2020 Notes - Redeemable, in whole or in part, prior to June 1, 2020 at 100% of the principal amount plus a make-whole premium and accrued and unpaid interest, if any, to the redemption date; redeemable, in whole or in part, on or after June 1, 2020 at 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date
2021 Notes - Any time prior to July 15, 2014, up to 35% may be redeemed at a price of 106.5% plus accrued and unpaid interest, if any; beginning July 15, 2016, 100% may be redeemed at fixed redemption price of 103.25% (July 15, 2017 - 102.167%, July 15, 2018 - 101.083% and July 15, 2019 and thereafter - 100%) plus accrued and unpaid interest, if any, to the redemption date
2022 Notes - Redeemable, in whole or in part, prior to December 1, 2021 at 100% at the principal amount plus a make-whole premium and accrued and unpaid interest, if any, to the redemption date; redeemable, in whole or in part, on or after December 1, 2021 at 100% at the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date
2023 5 ½% Notes - Any time prior to October 15, 2015, up to 35% may be redeemed at a price of 105.5% plus accrued and unpaid interest, if any; beginning October 15, 2017, 100% may be redeemed at fixed redemption price of 102.75% (October 15, 2018 - 101.833%, October 15, 2019 - 100.917% and October 15, 2020 and thereafter - 100%) plus accrued and unpaid interest, if any, to the redemption date
2023 4 ½% Notes - Redeemable, in whole or in part, prior to August 1, 2023 at 100% of the principal amount plus a make-whole premium and accrued and unpaid interest, if any, to the redemption date; redeemable, in whole or in part, on or after August 1, 2023 at 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date

Upon a change of control followed by a ratings downgrade within 90 days of a change of control, each note holder of the Senior Notes will be entitled to require us to purchase all or a portion of its notes at a purchase price of 101% plus accrued and unpaid interest, if any. The Partnership’s ability to purchase the Senior Notes upon a change of control will be limited by the terms of our debt agreements, including the Partnership’s revolving credit facility.

The existing senior notes contain various covenants that limit, among other things, our ability, and the ability of certain of our subsidiaries, to:
incur additional indebtedness;
pay distributions on, or repurchase or redeem our equity interests;
make certain investments;
incur liens;
enter into certain types of transactions with affiliates; and
sell assets or consolidate or merge with or into other companies.


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If the Senior Notes achieve investment grade ratings by both Moody’s and Standard & Poor’s and no default or event of default has occurred and is continuing, we will no longer be subject to many of the foregoing covenants. At December 31, 2013, we were in compliance with these covenants.
8. Intangible Assets
Activity related to intangible assets, net consisted of the following:
 
Customer
Relations
 Trade Names Total
Balance at January 1, 2012$681
 $60
 $741
Amortization(26) (3) (29)
Balance at December 31, 2012655
 57
 712
Amortization(26) (4) (30)
Balance at December 31, 2013$629
 $53
 $682
The average remaining amortization periods for customer relations and trade names are 24 and 16 years, respectively. The expected amortization of the intangible assets for each of the five succeeding years is $30 million.
9. Fair Value Measures
The fair value measurement provisions establish a three-tiered fair value hierarchy that prioritizes inputs to valuation techniques used in fair value calculations. The three levels of inputs are defined as follows:
Level 1—unadjusted quoted prices for identical assets or liabilities in active accessible markets;
Level 2—inputs that are observable in the marketplace other than those classified as Level 1; and
Level 3—inputs that are unobservable in the marketplace and significant to the valuation.
Entities are encouraged to maximize the use of observable inputs and minimize the use of unobservable inputs. If a financial instrument uses inputs that fall in different levels of the hierarchy, the instrument will be categorized based upon the lowest level of input that is significant to the fair value calculation.
The Partnership's financial assets and liabilities measured at fair value on a recurring basis are derivatives related to commodity swaps and embedded derivatives in the Regency Series A Preferred Units. Derivatives related to commodity swaps are valued using observable inputs for similar instruments and incorporate Level 1 and Level 2 inputs. Embedded derivatives related to the Regency Series A Preferred Units are valued using a binomial lattice model. The market inputs utilized in the model include credit spread, probabilities of the occurrence of certain events, common unit price, dividend yield, and expected volatility, and are classified as Level 3.

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The following table presents the Partnership’s derivative assets and liabilities measured at fair value on a recurring basis:
 Fair Value Measurement at December 31, 2013 Fair Value Measurement at December 31, 2012
 
Fair Value
Total
 Level 2 Level 3 
Fair Value
Total
 Level 2 Level 3
Assets           
Commodity Derivatives:           
Natural Gas$2
 $2
 $
 $2
 $2
 $
Natural Gas Liquids2
 2
 
 1
 1
 
Condensate
 
 
 2
 2
 
Total Assets$4
 $4
 $
 $5
 $5
 $
Liabilities           
Commodity Derivatives:           
Natural Gas$4
 $4
 $
 $5
 $5
 $
Natural Gas Liquids4
 4
 
 1
 1
 
Condensate1
 1
 
 
 
 
Embedded Derivatives in Regency Series A Preferred Units19
 
 19
 25
 
 25
Total Liabilities$28
 $9
 $19
 $31
 $6
 $25

The following table presents the material unobservable inputs used to estimate the fair value of the embedded derivatives in the Regency Series A Preferred Units:
Unobservable InputDecember 31, 2013
Credit Spread4.16%
Volatility23.71%
Changes in the Partnership's cost of equity and U.S. Treasury yields would cause a change in the credit spread used to value the embedded derivatives. Changes in the Partnership's historical unit price volatility would cause a change in the volatility used to value the embedded derivatives.
The following table presents the changes in Level 3 derivatives measured on a recurring basis for the years ended December 31, 2013 and 2012. There were no transfers between Level 2 and Level 3 derivatives for the years ended December 31, 2013 and 2012.
 
Embedded Derivatives in
Series A Preferred Units
Balance at January 1, 2012$39
Change in fair value(14)
Balance at December 31, 201225
Change in fair value, net of gain at conversion of $26 million(6)
Balance at December 31, 2013$19
The carrying amount of cash and cash equivalents, accounts receivable and accounts payable approximates fair value due to their short-term maturities. Long-term debt, other than the Senior Notes, is comprised of borrowings under which interest accrues under a floating interest rate structure. Accordingly, the carrying value approximates fair value.
The aggregate fair value and carrying amount of the Senior Notes at December 31, 2013 was $2.83 billion and $2.80 billion, respectively. As of December 31, 2012, the aggregate fair value and carrying amount of the Senior Notes was $2.13 billion and $1.97 billion, respectively. The fair value of the Senior Notes is a Level 1 valuation based on third party market value quotations.

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10. Leases
The following table is a schedule of future minimum lease payments for office space and certain equipment leased by the Partnership, that had initial or remaining non-cancelable lease terms in excess of one year as of December 31, 2013:
For the year ending December 31, Operating Lease
2014 $3
2015 3
2016 2
2017 2
2018 2
Thereafter 34
Total minimum lease payments$46
Total rent expense for operating leases, including those leases with terms of less than one year, was $11 million, $11 million and $3 million for the years ended December 31, 2013, 2012 and 2011, respectively.
11. Commitments and Contingencies
Legal. The Partnership is involved in various claims, lawsuits and audits by taxing authorities incidental to its business. These claims and lawsuits in the aggregate are not expected to have a material adverse effect on the Partnership’s business, financial condition, results of operations or cash flows.
PVR Shareholder Litigation. Five putative class action lawsuits challenging the PVR Acquisition are currently pending. All of the cases name PVR, PVR GP and the current directors of PVR GP, as well as the Partnership and the General Partner (collectively, the "Regency Defendants"), as defendants. Each of the lawsuits has been brought by a purported unitholder of PVR, both individually and on behalf of a putative class consisting of public unitholders of PVR. The lawsuits generally allege, among other things, that the directors of PVR GP breached their fiduciary duties to unitholders of PVR, that PVR GP, PVR and the Regency Defendants aided and abetted the directors of PVR GP in the alleged breach of these fiduciary duties, and, as to the actions in federal court, that some or all of PVR, PVR GP, and the directors of PVR GP violated Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder and Section 20(a) of the Exchange Act. The lawsuits purport to seek, in general, (i) injunctive relief, (ii) disclosure of certain additional information concerning the transaction, (iii) in the event the merger is consummated, rescission or an award of rescissory damages, (iv) an award of plaintiffs’ costs and (v) the accounting for damages allegedly causes by the defendants to these actions, and, (iv) such further relief as the court deems just and proper. The styles of the pending cases are as follows: David Naiditch v. PVR Partners, L.P., et al. (Case No. 9015-VCL) in the Court of Chancery of the State of Delaware); Charles Monatt v. PVR Partners, LP, et al. (Case No. 2013-10606) and Saul Srour v. PVR Partners, L.P., et al. (Case No. 2013-011015), each pending in the Court of Common Pleas for Delaware County, Pennsylvania; Stephen Bushansky v. PVR Partners, L.P., et al. (C.A. No. 2:13-cv-06829-HB); and Mark Hinnau v. PVR Partners, L.P., et al. (C.A. No. 2:13-cv-07496-HB), pending in the United States District Court for the Eastern District of Pennsylvania.
On January 28, 2014, the defendants entered into a Memorandum of Understanding (“MOU”) with Monatt, Srour, Bushansky, Naiditch and Hinnau pursuant to which defendants and the referenced plaintiffs agreed in principle to a settlement of their lawsuits (“Settled Lawsuits”), which will be memorialized in a separate settlement agreement, subject to customary conditions, including consummation of the PVR Acquisition, completion of certain confirmatory discovery, class certification and final approval by the Court of Common Pleas for Delaware County, Pennsylvania. If the Court approves the settlement, the Settled Lawsuits will be dismissed with prejudice and all defendants will be released from any and all claims relating to the Settled Lawsuits.
The settlement will not affect any provisions of the merger agreement or the form or amount of consideration to be received by PVR unitholders in the PVR Acquisition. The defendants have denied and continue to deny any wrongdoing or liability with respect to the plaintiffs’ claims in the aforementioned litigation and have entered into the settlement to eliminate the uncertainty, burden, risk, expense, and distraction of further litigation.
Environmental. The Partnership is responsible for environmental remediation at certain sites on its gathering and processing systems, resulting primarily from releases of hydrocarbons. The Partnership’s remediation program typically involves the management of contaminated soils and may involve remediation of groundwater. Activities vary with site conditions and locations, the extent and nature of the contamination, remedial requirements and complexity. The ultimate liability and total costs associated with these sites will depend upon many factors.

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The table below reflects the environmental liabilities recorded in the consolidated balance sheet at December 31, 2013 and 2012 where management believes a loss is probable and reasonably estimable. The Partnership does not have any material environmental remediation matters assessed as reasonably possible that would require disclosure in the financial statements.
 December 31, 2013 December 31, 2012
Current$2
 $5
Noncurrent6
 7
Total environmental liabilities$8
 $12
The Partnership made expenditures related to environmental remediation of $5 million for the year ended December 31, 2013.
Air Quality Control. The Partnership is currently negotiating settlements to certain enforcement actions by the NMED and the TCEQ. The TCEQ recently initiated a state-wide emissions inventory for the sulfur dioxide emissions from sites with reported emissions of 10 tons per year or more. If this data demonstrates that any source or group of sources may cause or contribute to a violation of the National Ambient Air Quality Standards, they must be sufficiently controlled to ensure timely attainment of the standard. This may potentially affect three SUGS recovery units in Texas. It is unclear at this time how the NMED will address the sulfur dioxide standard.
Compliance Orders from the NMED. SUGS has been in discussions with the NMED concerning allegations of violations of New Mexico air regulations related to the Jal #3 and Jal #4 facilities. Hearings on the COs were delayed until March 2014 to allow the parties to pursue substantive settlement discussions. The Partnership has meritorious defenses to the NMED claims and can offer significant mitigating factors to the claimed violations. The Partnership has recorded a liability of less than $1 million related to the claims and will continue to assess its potential exposure to the allegations as the matters progress.
CDM Sales Tax Audit. CDM Resource Management LLC (“CDM”), a subsidiary of the Partnership, has historically claimed the manufacturing exemption from sales tax in Texas, as is common in the industry.  The exemption is based on the fact that CDM's natural gas compression equipment is used in the process of treating natural gas for ultimate use and sale.  In a recent audit by the Texas Comptroller's office, the Comptroller has challenged the applicability of the manufacturing exemption to CDM.  The period being audited is from August 2006 to August 2007, and liability for that period is potentially covered by an indemnity obligation from CDM's prior owners.  CDM may also have liability for periods since 2008, and prospectively, if the Comptroller's challenge is ultimately successful.  An audit of the 2008 period has commenced.  In April 2013, an independent audit review agreed with the Comptroller's position.  While CDM continues to disagree with this position and intends to seek redetermination and other relief, the Partnership is unable to predict the final outcome of this matter.
In addition to the matters discussed above, the Partnership is involved in legal, tax and regulatory proceedings before various courts, regulatory commissions and governmental agencies regarding matters arising in the ordinary course of business, none of which are believed to be potentially material to the Partnership at this time.
12. Regency Series A Preferred Units
On September 2, 2009, the Partnership issued 4,371,586 Regency Series A Preferred Units at a price of $18.30 per unit, less issuance costs and a 4% discount of $3 million for net proceeds of $77 million, exclusive of the General Partner’s contribution of $2 million. The Regency Series A Preferred Units are convertible to Regency common units under terms described below, and if outstanding, are mandatorily redeemable on September 2, 2029 for $35 million plus all accrued but unpaid distributions thereon (the “Series A Liquidation Value”) and accrued interest. The Regency Series A Preferred Units receive fixed quarterly cash distributions of $0.445 per unit which began with the quarter ending March 31, 2010.
Holders may elect to convert Regency Series A Preferred Units to common units at any time. In July 2013, certain holders of Regency Series A Preferred Units exercised their right to convert 2,459,017 Regency Series A Preferred Units into Regency common units. Concurrent with this transaction, the Partnership recognized a $26 million gain in other income and deductions, net, related to the embedded derivative and reclassified $41 million from the Regency Series A Preferred Units into Regency common units. As of December 31, 2013, the remaining Regency Series A Preferred Units were convertible into 2,050,854 Regency common units, and if outstanding, are mandatorily redeemable on September 2, 2029 for $35 million plus all accrued but unpaid distributions and interest thereon. The Regency Series A Preferred Units receive fixed quarterly cash distributions of $0.445 per unit if outstanding on the record dates of the Partnership’s common unit distributions.
Distributions on the Regency Series A Preferred Units were accrued for the first two quarters (and not paid in cash) and will result in an increase in the number of Regency common units issuable upon conversion. If on any distribution payment date beginning March 31, 2010, the Partnership (1) fails to pay distributions on the Regency Series A Preferred Units, (2) reduces the distributions on the Regency common units to zero and (3) is prohibited by its material financing agreements from paying cash distributions,

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such distributions shall automatically accrue and accumulate until paid in cash. If the Partnership has failed to pay cash distributions in full for two quarters (whether or not consecutive) from and including the quarter ended on March 31, 2010, then if the Partnership fails to pay cash distributions on the Regency Series A Preferred Units, all future distributions on the Regency Series A Preferred Units that are accrued rather than being paid in cash by the Partnership will consist of the following: (1) $0.35375 per Regency Series A Preferred Unit per quarter, (2) $0.09125 per Regency Series A Preferred Unit per quarter (the “Common Unit Distribution Amount”), payable solely in common units, and (3) $0.09125 per Regency Series A Preferred Unit per quarter (the “PIK Distribution Additional Amount”), payable solely in common units. The total number of common units payable in connection with the Common Unit Distribution Amount or the PIK Distribution Additional Amount cannot exceed $2 million in any period of 20 consecutive fiscal quarters.
Upon the Partnership’s breach of certain covenants (a “Covenant Default”), the holders of the Regency Series A Preferred Units will be entitled to an increase of $0.1825 per quarterly distribution, payable solely in common units (the “Covenant Default Additional Amount”). All accumulated and unpaid distributions will accrue interest (i) at a rate of 2.432% per quarter, or (ii) if the Partnership has failed to pay all PIK Distribution Additional Amounts or Covenant Default Additional Amounts or any Covenant Default has occurred and is continuing, at a rate of 3.429% per quarter while such failure to pay or such Covenant Default continues.
The Regency Series A Preferred Units are convertible, at the holder’s option, into Regency common units, provided that the holder must request conversion of at least 375,000 Regency Series A Preferred Units. The conversion price will initially be $18.30, subject to adjustment for customary events (such as unit splits). The number of Regency common units issuable is equal to the issue price of the Regency Series A Preferred Units (i.e. $18.30) being converted plus all accrued but unpaid distributions and accrued but unpaid interest thereon (the “Redeemable Face Amount”), divided by the applicable conversion price.
Commencing on September 2, 2014, if at any time the volume-weighted average trading price of the common units over the trailing 20-trading day period (the “VWAP Price”) is less than the then-applicable conversion price, the conversion ratio will be increased to: the quotient of (1) the Redeemable Face Amount on the date that the holder’s conversion notice is delivered, divided by (2) the product of (x) the VWAP Price set forth in the applicable conversion notice and (y) 91%, but will not be less than $10.
Also commencing on September 2, 2014, the Partnership will have the right at any time to convert all or part of the Regency Series A Preferred Units into Regency common units, if (1) the daily volume-weighted average trading price of the common units is greater than 150% of the then-applicable conversion price for 20 out of the trailing 30 trading days, and (2) certain minimum public float and trading volume requirements are satisfied.
In the event of a change of control, the Partnership will be required to make an offer to the holders of the Regency Series A Preferred Units to purchase their Regency Series A Preferred Units for an amount equal to 101% of their Series A Liquidation Value. In addition, in the event of certain business combinations or other transactions involving the Partnership in which the holders of common units receive cash consideration exclusively in exchange for their common units (a “Cash Event”), the Partnership must use commercially reasonable efforts to ensure that the holders of the Regency Series A Preferred Units will be entitled to receive a security issued by the surviving entity in the Cash Event with comparable powers, preferences and rights to the Regency Series A Preferred Units. If the Partnership is unable to ensure that the holders of the Regency Series A Preferred Units will be entitled to receive such a security, then the Partnership will be required to make an offer to the holders of the Regency Series A Preferred Units to purchase their Regency Series A Preferred Units for an amount equal to 120% of their Series A Liquidation Value. If the Partnership enters into any recapitalization, reorganization, consolidation, merger, spin-off that is not a Cash Event, the Partnership will make appropriate provisions to ensure that the holders of the Series A Preferred Units receive a security with comparable powers, preferences and rights to the Regency Series A Preferred Units upon consummation of such transaction. Subsequent to the ETE Acquisition, no unitholder exercised this option.
As of December 31, 2013, the Series A Preferred Units were convertible to 2,050,854 common units.
The following table provides a reconciliation of the beginning and ending balances of the Regency Series A Preferred Units for the year ended December 31, 2013 and 2012:
 Units Amount 
Balance at January 1, 20124,371,586
 $71
  
Accretion to redemption valueN/A
 2
  
Balance at December 31, 20124,371,586
 73
  
Regency Series A Preferred Units converted into common units(2,459,017) (41) 
Balance at December 31, 20131,912,569
 $32
*
* This amount will be accreted to $35 million plus any accrued but unpaid distributions and interest by deducting amounts from

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partners’ capital over the remaining periods until the mandatory redemption date of September 2, 2029. Accretion during 2013
was immaterial.

13. Related Party Transactions
As of December 31, 2013 and 2012, details of the Partnership’s related party receivables and related party payables were as follows:
 December 31, 2013 December 31, 2012
Related party receivables   
  HPC$1
 $1
  ETE and its subsidiaries25
 5
  Ranch JV2
 2
      Total related party receivables$28
 $8
Related party payables   
  HPC$1
 $1
  ETE and its subsidiaries68
 94
      Total related party payables$69
 $95
Transactions with ETE and its subsidiaries.Under the service agreement with ETE Services Company, LLC (“Services Co.”), the Partnership paid Services Co.’s direct expenses for services performed, plus an annual fee of $10 million, and received the benefit of any cost savings recognized for these services. The services agreement has a five year term ending May 26, 2015, subject to earlier termination rights in the event of a change in control, the failure to achieve certain cost savings for the Partnership or upon an event of default. On April 30, 2013, this agreement was amended to provide for a waiver of the $10 million annual fee effective as of May 1, 2013 through and including April 30, 2015 and to clarify the scope and expenses chargeable as direct expenses thereunder.
On April 30, 2013, the Partnership entered into the second amendment (the “Operation and Service Amendment”) to the Operation and Service Agreement (the “Operation and Service Agreement”), by and among the Partnership, Energy Transfer Company (“ETC”), the General Partner and RGS. Under the Operation and Service Agreement, ETC performs certain operations, maintenance and related services reasonably required to operate and maintain certain facilities owned by the Partnership, and the Partnership reimburses ETC for actual costs and expenses incurred in connection with the provision of these services based on an annual budget agreed upon by both parties. The Operation and Service Agreement Amendment describes the services that ETC will provide in the future.
The Partnership incurred total service fees related to the agreements described above from ETE and its subsidiaries of $11 million for the year ended December 31, 2013, and $17 million for the years ended December 31, 2012 and 2011.
In conjunction with distributions made by the Partnership to the limited and general partner interests, ETE received cash distributions of $63 million, $62 million and $57 million for the years ended December 31, 2013, 2012 and 2011, respectively.
The General Partner has the right, but not the obligation, to contribute a proportionate amount of capital to the Partnership to maintain its general partner interest. No capital contributions were contributed during the years ended December 31, 2013 and 2012, respectively.
In September 2011, the Partnership purchased a 0.1% interest in MEP from ETP for $1 million in cash.
The Partnership’s gathering and processing operations, in the ordinary course of business, sells natural gas and NGL to subsidiaries of ETE and records the revenue in gas sales and NGL sales. The Partnership’s contract services operations provides contract compression services to ETP and records revenue in gathering, transportation and other fees on the statement of operations. The Partnership’s contract services operations did not sell compression equipment to a subsidiary of ETP for the year ended December 31, 2013, and sold $1 million for the year ended December 31, 2012. As these transactions are between entities under common control, partners’ capital was increased, which represented a deemed contribution of the excess sales price over the carrying amounts. The Partnership’s contract services operations purchased compression equipment from a subsidiary of ETP for $95 million and $29 million during the years ended December 31, 2013 and 2012, respectively.
Prior to April 30, 2013, Southern Union provided certain administrative services for SUGS that were either based on SUGS's pro-rata share of combined net investment, margin and certain expenses or direct costs incurred by Southern Union on the behalf of SUGS. Southern Union also charged a management and royalty fee to SUGS for certain management support services provided

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by Southern Union on the behalf of SUGS and for the use of certain Southern Union trademarks, trade names and service marks by SUGS. The amounts were $21 million and $1 million for the period from March 26, 2012 to December 31, 2012. These administrative services were no longer being provided subsequent to the SUGS Acquisition.
Transactions with HPC. Under a Master Services Agreement with HPC, the Partnership operates and provides all employees and services for the operation and management of HPC. For the years ended December 31, 2013, 2012, and 2011, the related party general and administrative expenses reimbursed to the Partnership were $18 million, $20 million, and $17 million, respectively, which is recorded in gathering, transportation and other fees on the statements of operations.
The Partnership’s contract services operations provides compression services to HPC and records revenue in gathering, transportation and other fees on the statement of operations. The Partnership also receives transportation services from HPC and records the cost as cost of sales.
Transactions with Lone Star. In 2013, the Partnership entered into a nineteen month agreement to sell NGL to Lone Star for approximately $5 million per month. For the year ended December 31, 2013, the Partnership had recorded $26 million in NGL sales under this contract.
Transactions with Enterprise Product Partners L.P. and its subsidiaries. In January 2012, Enterprise Products Partners L.P. (“EPD”) sold a significant portion of its ownership in ETE’s common units, and subsequent to that transaction, owns less than 5% of ETE’s outstanding common units. As such, EPD is no longer considered a related party. During 2011, EPD owned a portion of ETE’s outstanding common units and therefore was considered a related party along with any of its subsidiaries. The Partnership, in the ordinary course of business, sells natural gas and NGLs to subsidiaries of EPD and records the revenue in gas sales and NGL sales. The Partnership also incurs NGL processing fees and transportation fees with subsidiaries of EPD and records these fees as cost of sales.
14. Concentration Risk
The following table provides information about the extent of reliance on major customers and gas suppliers. Total revenues and cost of sales from transactions with an external customer or supplier amounting to 10% or more of revenue or cost of gas and liquids are disclosed below, together with the identity of Regency’s reporting segment.
 Regency Years Ended December 31,
 Reportable Segment 2013 2012 2011
Customer       
   Customer AGathering and Processing $381
 $367
 $366
   Customer BGathering and Processing 362
 451
 
Supplier       
   Supplier AGathering and Processing 164
 171
 133
   Supplier BGathering and Processing 185
 
 
Regency is a party to various commercial netting agreements that allow it and contractual counterparties to net receivable and payable obligations. These agreements are customary and the terms follow standard industry practice. In the opinion of management, these agreements reduce the overall counterparty risk exposure.
15. Regency’s Equity-Based Compensation
In December 2011, Regency’s unitholders approved the Regency Energy Partners LP 2011 Long-Term Incentive Plan (the “2011 Incentive Plan”), which provides for awards of options to purchase Regency’s common units; awards of Regency’s restricted units, Regency phantom units and Regency common units; awards of distribution equivalent rights; awards of common unit appreciation rights; and other unit-based awards to employees, directors and consultants of Regency and its affiliates and subsidiaries. The 2011 Incentive Plan will be administered by Regency’s Compensation Committee of its board of directors, which may, in its sole discretion, delegate its powers and duties under the 2011 Incentive Plan to the Chief Executive Officer. Up to 3,000,000 of Regency’s common units may be granted as awards under the 2011 Incentive Plan, with such amount subject to adjustment as provided for under the terms of the 2011 Incentive Plan.
The 2011 Incentive Plan may be amended or terminated at any time by Regency’s board of directors or its Compensation Committee without the consent of any participant or unitholder, including an amendment to increase the number of Regency common units available for awards under the plan; however, any material amendment, such as a change in the types of Regency awards available under the plan, would require the Regency’s unitholder approval. Regency’s Compensation Committee is also authorized to make

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adjustments in the terms and conditions of, and the criteria included in awards under the 2011 Incentive Plan in specified circumstances. The 2011 Incentive Plan is effective until December 19, 2021 or, if earlier, the time at which all available units under the 2011 Incentive Plan have been issued to participants or the time of termination of the plan by Regency’s board of directors.
Unit-based compensation expense of $7 million, $5 million, and $3 million is recorded in general and administrative expense in the statement of operations for the years ended December 31, 2013, 2012 and 2011, respectively.
Common Unit Options. The fair value of each option award is estimated on the date of grant using the Black-Scholes Option Pricing Model. Upon the exercise of the common unit options, the Partnership intends to settle these obligations with new issues of common units on a net basis. The common unit options activity for the years ended December 31, 2013, 2012, and 2011 is as follows:
2013
Common Unit Options Units Weighted Average Exercise Price
Outstanding at the beginning of period 156,550
 $21.96
Exercised (14,000) 21.14
Outstanding at end of period 142,550
 22.04
Exercisable at the end of the period 142,550
  
2012
Common Unit Options Units Weighted Average Exercise Price
Outstanding at the beginning of period 156,850
 $21.99
Forfeited or expired (300) 23.73
Outstanding at end of period 156,550
 21.96
Exercisable at the end of the period 156,550
  
2011
Common Unit Options Units Weighted Average Exercise Price
Outstanding at the beginning of period 201,950
 $21.93
Exercised (38,300) 20.84
Forfeited or expired (6,800) 26.72
Outstanding at end of period 156,850
 21.99
Exercisable at the end of the period 156,850
  
The common unit options have an intrinsic value of less than $1 million related to non-vested units with a weighted average contractual term of 2.4 years. Intrinsic value is the closing market price of a unit less the option strike price, multiplied by the number of unit options outstanding as of the end of the period presented. Unit options with an exercise price greater than the end of the period closing market price are excluded.
Phantom Units. In January 2014, the Partnership awarded 668,074 phantom units to senior management and certain key employees. These awards are service condition (time-based) grants that vest 60% at the end of the third year of service and 40% at the end of the fifth year of service.
During 2013, the Partnership awarded 62,360 phantom units to senior management and certain key employees. These awards are service condition (time-based) grants that generally vest 60% at the end of the third year of service and 40% at the end of the fifth year of service. Distributions on the phantom units will be paid concurrent with the Partnership’s distribution for common units.
In December 2012, the Partnership awarded 495,375 phantom units to senior management and certain key employees. These awards are service condition (time-based) grants that vest 60% at the end of the third year of service and 40% at the end of the fifth year of service. Also during 2012, 8,250 phantom units were awarded to senior management and key employees as service condition (time-based) grants that generally vest ratably over the next 5 years. Distributions on the phantom units (including non-vested units) will be paid concurrent with the Partnership’s distribution for common units.

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During 2011, the Partnership awarded 596,320 phantom units to senior management and certain key employees. These awards are service condition (time-based) grants that generally vest ratably over the next 5 years. Distributions on the phantom units (including non-vested units) will be paid concurrent with the Partnership’s distribution for common units.
The following table presents phantom unit activity for the years ended December 31, 2013, 2012 and 2011:
2013
Phantom Units Units 
Weighted Average
Grant Date
Fair Value
Outstanding at the beginning of the period 1,231,342
 $23.22
Service condition grants 62,360
 25.44
Vested service condition (231,163) 24.80
Forfeited service condition (35,900) 23.22
Forfeited market condition (44,397) 19.52
Total outstanding at end of period 982,242
 23.16
2012
Phantom Units Units 
Weighted Average
Grant Date
Fair Value
Outstanding at the beginning of the period 1,086,393
 $24.51
Service condition grants 503,625
 21.39
Vested service condition (223,258) 24.71
Vested market condition (10,200) 19.52
Forfeited service condition (120,868) 24.85
Forfeited market condition (4,350) 19.52
Total outstanding at end of period 1,231,342
 23.22
2011
Phantom Units Units 
Weighted Average
Grant Date
Fair Value
Outstanding at the beginning of the period 742,517
 $23.61
Service condition grants 596,320
 24.55
Vested service condition (142,520) 24.73
Vested market condition (8,550) 19.52
Forfeited service condition (88,474) 24.99
Forfeited market condition (12,900) 19.52
Total outstanding at end of period 1,086,393
 24.51
The Partnership expects to recognize $19 million of unit-based compensation expense related to non-vested phantom units over a period of 3.3 years.


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