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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ý☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2016
OR
For the fiscal year ended December 31, 2019
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.LP
(Exact name of registrant as specified in its charter)
Delaware  30-0108820
(state or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
8111 Westchester Drive, Suite 600, Dallas, Texas75225
(Address of principal executive offices) (zip code)
(214) (214) 981-0700
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s) Name of each exchange on which registered
Common Units ETNew 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.
Yesý    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  ¨Noý
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.
Yesý    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).
Yesý    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, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerý    Accelerated filer  ¨    Non-accelerated filer  ¨    Smaller reporting company  ☐Emerging growth company  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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 30, 2016,2019, 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 $10.86$30.57 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 17, 2017,14, 2020, the registrant had 1,079,185,0302,689,897,793 Common Units outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None

TABLE OF CONTENTS
 
PART I
  PAGE
   
ITEM 1.
BUSINESS
01
   
ITEM 1A.
RISK FACTORS
3233
   
ITEM 1B.
UNRESOLVED STAFF COMMENTS
6771
   
ITEM 2.
PROPERTIES
6771
   
ITEM 3.
LEGAL PROCEEDINGS
6771
   
ITEM 4.
MINE SAFETY DISCLOSURES
7073
 
PART II
   
ITEM 5.
MARKET FOR REGISTRANT’S COMMON UNITS, RELATED UNITHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
7174
   
ITEM 6.
SELECTED FINANCIAL DATA
7275
   
ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
7275
   
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
108124
   
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
111127
   
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
111128
   
ITEM 9A.
CONTROLS AND PROCEDURES
112128
   
ITEM 9B.
OTHER INFORMATION
114130
 
PART III
   
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
115131
   
ITEM 11.
EXECUTIVE COMPENSATION
121
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED UNITHOLDER MATTERS
137
   
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED UNITHOLDER MATTERS
151
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
139152
   
ITEM 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES
140153
 
PART IV
   
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
141154
   
ITEM 16
FORM 10-K SUMMARY
142155
  
Signatures
143160
 




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Forward-Looking Statements
Certain matters discussed in this report, excluding historical information, as well as some statements by Energy Transfer Equity, L.P.LP (the “Partnership” or “ETE”“ET”) 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
AmeriGasAmeriGas Partners, L.P.
   
AOCI accumulated other comprehensive income (loss)
   
AROs asset retirement obligations
   
Bbls  barrels
BBtubillion British thermal units
  
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
   
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
   
CitrusCDM Citrus,CDM Resource Management LLC which owns 100% of FGTand CDM Environmental & Technical Services LLC, collectively
   
CrossCountryCitrus CrossCountry Energy,Citrus, LLC
Dakota AccessDakota Access, LLC, a less than wholly-owned subsidiary of ETO
   
DOE U.S.United States Department of Energy
   
DOJUnited States Department of Justice
DOT U.S.United States Department of Transportation
   
Eagle RockEagle Rock Energy Partners, L.P.
ELGEdwards Lime Gathering, LLC
EPA U.S.United States Environmental Protection Agency
ETC FEPETC 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 and is a wholly-owned subsidiary of ETO
   
ETGETC Sunoco Energy Transfer Group, L.L.C.ETC Sunoco Holdings LLC (formerly, Sunoco Inc.), a wholly-owned subsidiary of ETO
   
ETE HoldingsETC Tiger ETE Common Holdings,ETC Tiger Pipeline, LLC, a wholly-owned subsidiary of ETEETO
   
ET InterstateETCO Energy Transfer Interstate Holdings,Crude Oil Company, LLC
   
ET RoverETO ET Rover Pipeline LLC

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ETPEnergy Transfer Operating, L.P., formerly known as Energy Transfer Partners, L.P.
   
ETP Credit FacilityETO Preferred Unitholders ETP’s $3.75 billion revolving credit facilityUnitholders of the ETO Series A Preferred Units, ETO Series B Preferred Units, ETO Series D Preferred Units, ETO Series E Preferred Units, ETO Series F Preferred Units and ETO Series G Preferred Units, collectively
ETO Series A Preferred UnitsSeries A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units

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ETO Series B Preferred UnitsSeries B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units
ETO Series C Preferred UnitsSeries C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units
ETO Series D Preferred UnitsSeries D Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units
ETO Series E Preferred UnitsSeries E Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units
ETO Series F Preferred UnitsSeries F Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Units
ETO Series G Preferred UnitsSeries G Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Units
   
ETP GP Energy Transfer Partners GP, L.P., the general partner of ETPETO
   
ETP Holdco ETP Holdco Corporation, a wholly-owned subsidiary of ETO
   
ETP LLC Energy Transfer Partners, L.L.C., the general partner of ETP GP
   
ETP Preferred UnitsETP’s Series A Convertible Preferred Units,
Exchange Act Securities Exchange Act of 1934, as amended
   
FDOT/FTEExxonMobil Florida Department of Transportation, Florida’s Turnpike EnterpriseExxon Mobil Corporation
   
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 peninsulawholly-owned subsidiary of Citrus
   
GAAP accounting principles generally accepted in the United States of America
   
Gulf StatesGulf States Transmission LLC, a wholly-owned subsidiary of ETO
General Partner LE GP, LLC, the general partner of ETEET
HFOTCOHouston Fuel Oil Terminal Company, a wholly-owned subsidiary of ETO, which owns the Houston Terminal
   
HPC RIGS Haynesville Partnership Co. and its, a wholly-owned subsidiary Regency Intrastate Gas LP
HOLPHeritage Operating, L.P.
HooverHoover Energy Partners, LPof ETO
   
IDRs incentive distribution rights
   
KMI Kinder Morgan Inc.
   
Lake Charles LNG Lake Charles LNG Company, LLC (previously named Trunkline LNG Company, LLC), a wholly-owned subsidiary of ETO
   
LCL Lake Charles LNG Export Company, LLC, a wholly-owned subsidiary of ETO
   
LIBOR London Interbank Offered Rate
   
LNG liquefied natural gas
   
LNG HoldingsLone Star Lake Charles LNG Holdings,Lone Star NGL LLC, a wholly-owned subsidiary of ETO
   
LPGMBbls liquefied petroleum gasthousand barrels
   
Lone StarMMBbls Lone Star NGL LLC
MACSMid-Atlantic Convenience Stores, LLCmillions barrels
   
MEP Midcontinent Express Pipeline LLC
   
MLP MergerMi Vida JV The merger of Sunoco Logistics with and into ETP, with ETP surviving the merger as a wholly owned subsidiary of Sunoco LogisticsMi Vida JV LLC
   
MMBtuMid-ValleyMid-Valley Pipeline Company, a wholly-owned subsidiary of ETO
MMBbls  million British thermal unitsbarrels
   
MMcf million cubic feet
   

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MTBE methyl tertiary butyl ether
NGANatural Gas Act of 1938
NGPANatural Gas Policy Act of 1978
   
NGL  natural gas liquid, such as propane, butane and natural gasoline
  
NYMEX  New York Mercantile Exchange
  
NYSE New York Stock Exchange
ORSOhio River System LLC, a less than wholly-owned subsidiary of ETO
   
OSHA Federal Occupational Safety and Health Act
   
OTC over-the-counter
  

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Panhandle Panhandle Eastern Pipe Line Company, LP and its subsidiaries, wholly-owned by ETO
   
PCBs polychlorinated biphenyls
PEPLPanhandle Eastern Pipe Line Company, LP
   
PennTex PennTex Midstream Partners, LP
   
PEPPermian Express Partners LLC, a less than wholly-owned subsidiary of ETO
PES Philadelphia Energy Solutions Refining and Marketing LLC
Phillips 66Phillips 66 Partners LP
   
PHMSA Pipeline 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 JV Ranch Westex JV LLC
   
Regency Regency Energy Partners LP,
Regency Preferred UnitsRegency’s Series A Convertible Preferred Units, the Preferred Units a wholly-owned subsidiary of a SubsidiaryETO
   
Retail Holdings ETP Retail Holdings LLC, an indirecta wholly-owned subsidiary of ETPETO
RIGSRegency Intrastate Gas System, a wholly-owned subsidiary of ETO
RoverRover Pipeline LLC, a less than wholly-owned subsidiary of ETO
  
Sea Robin Sea Robin Pipeline Company, LLC, a wholly-owned subsidiary of Panhandle
   
SEC Securities and Exchange Commission
   
Southern UnionSemCAMS Southern Union CompanySemCAMS Midstream ULC, a less than wholly-owned subsidiary of ET
SemGroupSemGroup Corporation
ShellRoyal Dutch Shell plc
   
Southwest Gas Pan Gas Storage, LLC (d.b.a. Southwest Gas Storage Company)
   
Sunoco GPSPLP Sunoco GP LLC, the general partnerPipeline L.P., a wholly-owned subsidiary of Sunoco LPETO
   
Sunoco Logistics Sunoco Logistics Partners L.P., a wholly-owned subsidiary of ETO
   
Sunoco LP(R&M) Sunoco LP (previously named Susser Petroleum Partners, LP)
Sunoco PartnersSunoco Partners(R&M), LLC the general partner of Sunoco Logistics
SusserSusser Holdings Corporation
TCEQTexas Commission on Environmental Quality
   
Transwestern Transwestern Pipeline Company, LLC, a wholly-owned subsidiary of ETO
   
TRRC Texas Railroad Commission
   
Trunkline Trunkline Gas Company, LLC, a wholly-owned subsidiary of Panhandle
USACUSA Compression Partners, LP, a wholly-owned subsidiary of ETO
   
WMB The Williams Companies, Inc.
WPZWilliams Partners, L.P.
WTIWest Texas Intermediate Crude
Adjusted EBITDA is a term used throughout this document, which we define as total Partnership 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, inventory valuation adjustments, 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 reflectsreflect 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.same recognition and measurement methods used to record equity in earnings of unconsolidated affiliates. Adjusted EBITDA related to unconsolidated affiliates excludes the same items with respect to the unconsolidated affiliate as those excluded from the calculation of Segment Adjusted EBITDA and consolidated Adjusted EBITDA, such as interest, taxes, depreciation, depletion,



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amortization and other non-cash items. Although these amounts are excluded from Adjusted EBITDA related to unconsolidated affiliates, such exclusion should not be understood to imply that we have control over the operations and resulting revenues and expenses of such affiliates. We do not control our unconsolidated affiliates; therefore, we do not control the earnings or cash flows of such affiliates.  The use of Segment Adjusted EBITDA or Adjusted EBITDA related to unconsolidated affiliates as an analytical tool should be limited accordingly.

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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.“ET.”
Unless the context requires otherwise, references to “we,” “us,” “our,” the “Partnership” and “ETE”“ET” mean Energy Transfer Equity, L.P.LP and its consolidated subsidiaries, which include ETP,ETO, ETP GP, ETP LLC, Panhandle, (or Southern Union prior to its merger into Panhandle in January 2014), PennTex, Sunoco Logistics, Sunoco LP, USAC, SemGroup and Lake Charles LNG. References to the “Parent Company” mean Energy Transfer Equity, L.P.LP on a stand-alone basis.
The primary activities in which we are engaged, which are in the United States and Canada, and the operating subsidiaries through which we conduct those activities are as follows:
•
natural gas operations, including the following:
•
natural gas midstream and intrastate transportation and storage;
•
interstate natural gas transportation and storage; and
crude oil, NGL and refined products transportation, terminalling services and acquisition and marketing activities, as well as NGL storage and fractionation services.
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 indirectaddition, we own investments in the limited partnerother businesses, including Sunoco LP and general partner interests in ETP and Sunoco LP,USAC, both of which are publicly traded master limited partnerships engaged in diversified energy-related services, andpartnerships.
Substantially all of the Partnership’s ownership of Lake Charles LNG.
At December 31, 2016, our interestscash flows are derived from distributions related to its investment in ETP andETO, whose cash flows are derived from its subsidiaries, including ETO’s investments in 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.
USAC. 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 its 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.

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Organizational Structure
The following chart summarizes our organizational structure as of December 31, 2016.February 14, 2020. For simplicity, certain immaterial entities and ownership interests have not been depicted.

orgchartfinala02.jpg


Unless the context requires otherwise, the Partnership and its subsidiaries are collectively referred to in this report as “we,” “us,” “ET,” “Energy Transfer” or “the Partnership.”
Significant Achievements in 20162019 and Beyond
Strategic Transactions Related to the Partnership
In December 2019, ET completed its acquisition of Tulsa-based SemGroup Corporation in a unit and cash transaction, and during the first quarter of 2020, certain of the operating assets of SemGroup were contributed to ETO. The segment and asset overviews below include the SemGroup assets.
Significant Organic Growth Projects
Our significant strategic transactionsannounced organic growth projects in 2016 and beyond2019 included the following, as discussed in more detail herein:
•
In December 2019, ET announced a comprehensive commercial tender package which was issued to engineering, procurement and construction contractors to submit final bids for the proposed Lake Charles LNG liquefaction project being developed with Shell US LNG, LLC. The project would modify ETO’s existing LNG import facility located in Lake Charles, Louisiana to add LNG liquefaction capacity of 16.45 million tonnes per annum for expert to global markets. The commercial bids are expected to be received in the second quarter of 2020.
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 forconnection with the acquisition of ETP by Sunoco Logistics in a unit-for-unit transaction. UnderSemGroup and to provide shippers with further access to markets along the termsGulf Coast through the Houston Ship Channel, ET announced the construction of the transaction, ETP unitholdersTed Collins pipeline, a 75-mile crude line that will connect Houston Terminal, which was recently acquired in the SemGroup acquisition, to the Nederland terminal. The pipeline is expected to be in service in 2021 and will have an initial capacity of 500 MBbls/d.
Segment Overview
See Note 17 to our consolidated financial statements in “Item 8. Financial Statements and Supplementary Data” for additional financial information about our segments.
Intrastate Transportation and Storage Segment
Natural gas transportation pipelines receive 1.5 common unitsnatural gas from other mainline transportation pipelines, storage facilities and gathering systems and deliver the natural gas to industrial end-users, storage facilities, utilities, power generators and other third-party pipelines. Through our intrastate transportation and storage segment, we own and operate (through wholly-owned or through joint venture interests) approximately 9,400 miles of Sunoco Logistics for each common unitnatural gas transportation pipelines with approximately 22 Bcf/d of ETP they own. Undertransportation capacity and three natural gas storage facilities located in the termsstate of Texas.
We own a 70% interest in the Red Bluff Express Pipeline, a 108-mile intrastate pipeline system that connects our Orla Plant, as well as third-party plants to the Waha Oasis Header.
Energy Transfer operates one of the merger agreement, Sunoco Logistics’ general partner will be mergedlargest intrastate pipeline systems in the United States providing energy logistics to major trading hubs and industrial consumption areas throughout the United States. Our intrastate transportation and storage segment focuses on the transportation of natural gas to major markets from various prolific natural gas producing areas (Permian, Barnett, Haynesville and Eagle Ford Shale) through our Oasis pipeline, our ETC Katy pipeline, our natural gas pipeline and storage systems that are referred to as the ET Fuel System, and our HPL System, as further described below.
Our intrastate transportation and storage segment’s 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 a fee 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.
We also generate 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 our HPL System. Generally, we purchase natural gas from either the market (including purchases from our marketing operations) or from producers at the wellhead. To the extent the natural gas comes from producers, it is primarily purchased at a discount to a specified market price and typically resold to customers based on an index price. In addition, our intrastate transportation and storage segment generates revenues from fees charged for storing customers’ working natural gas in our storage facilities and from managing natural gas for our own account.

Interstate Transportation and Storage Segment
Natural gas transportation pipelines receive natural gas from supply sources including other transportation pipelines, storage facilities and gathering systems and deliver the natural gas to industrial end-users and other pipelines. Through our interstate transportation and storage segment, we directly own and operate approximately 12,500 miles of interstate natural gas pipelines with approximately 10.7 Bcf/d of transportation capacity and into ETP GP,another approximately 6,770 miles and 10.6 Bcf/d of transportation capacity through joint venture interests.
ETO’s vast interstate natural gas network spans the United States from Florida to California and Texas to Michigan, offering a comprehensive array of pipeline and storage services. Our pipelines have the capability to transport natural gas from nearly all Lower 48 onshore and offshore supply basins to customers in the Southeast, Gulf Coast, Southwest, Midwest, Northeast and Canada. Through numerous interconnections with ETP GP surviving asother pipelines, our interstate systems can access virtually any supply or market in the country. As discussed further herein, our interstate segment operations are regulated by the FERC, which has broad regulatory authority over the business and operations of interstate natural gas pipelines.
Lake Charles LNG, our wholly-owned subsidiary, owns an indirectLNG 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 storage capacity and the regasification facility has a send out capacity of 1.8 Bcf/d. Lake Charles LNG derives all of its revenue from a series of long-term contracts with a wholly-owned subsidiary of ETE.Shell.
LCL, our wholly-owned subsidiary, is currently developing a natural gas liquefaction facility 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. The transactionproject would utilize existing dock and storage facilities owned by Lake Charles LNG located on the Lake Charles site. In December 2019, ET announced a comprehensive commercial tender package has been issued to engineering, procurement and construction contractors to submit final bids for the proposed Lake Charles LNG liquefaction project being developed with Shell US LNG, LLC. The project would modify ETO’s existing LNG import facility to add LNG liquefaction capacity of 16.45 million tonnes per annum for expert to global markets. The commercial bids are expected to be received in the second quarter of 2020.
The results from our interstate transportation and storage segment are primarily derived from the fees we earn from natural gas transportation and storage services.
Midstream Segment
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. Gathering systems generally consist of a network of small diameter pipelines and, if necessary, compression systems, that collect natural gas from points near producing wells and transports it to larger pipelines for further transportation.
Treating plants remove carbon dioxide and hydrogen sulfide from natural gas that is higher in carbon dioxide, hydrogen sulfide or certain other contaminants, to ensure that it meets pipeline quality specifications. Natural gas processing involves the separation of natural gas into pipeline quality natural gas, or residue gas, and a mixed NGL stream. 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 can be processed to take advantage of favorable margins for NGLs extracted from the gas stream.
Through our midstream segment, we own and operate natural gas gathering and NGL pipelines, natural gas processing plants, natural gas treating facilities and natural gas conditioning facilities with an aggregate processing capacity of approximately 8.8 Bcf/d. Our midstream segment focuses on the gathering, compression, treating, blending, and processing, and our operations are currently concentrated in major producing basins and shales in South Texas, West Texas, New Mexico, North Texas, East Texas, West Virginia, Pennsylvania, Ohio, Oklahoma, Kansas and Louisiana. Many of our midstream assets are integrated with our intrastate transportation and storage assets.
Our midstream segment also includes a 60% interest in Edwards Lime Gathering, LLC, which operates natural gas gathering, oil pipeline and oil stabilization facilities in South Texas and a 75% membership interest in ORS, which operates a natural gas gathering system in the Utica shale in Ohio.
Our midstream segment results are derived primarily from margins we earn for natural gas volumes that are gathered, transported, purchased and sold through our pipeline systems and the natural gas and NGL volumes processed at our processing and treating facilities.

NGL and Refined Products Transportation and Services Segment
Our NGL 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 NGL markets.
Our NGL and refined products transportation and services segment includes:
approximately 4,515 miles of NGL pipelines;
NGL and propane fractionation facilities with an aggregate capacity of 825 MBbls/d;
NGL storage facility in Mont Belvieu with a working storage capacity of approximately 50 MMBbls; and
other NGL storage assets, located at our Cedar Bayou and Hattiesburg storage facilities, and our Nederland, Marcus Hook and Inkster NGL terminals with an aggregate storage capacity of approximately 13 MMBbls.
We are currently constructing a seventh fractionator, which went into operation in the first quarter of 2020, and an eighth fractionator, which we expect to be operational in the second quarter of 2021, at our Mont Belvieu facility. In addition, we are constructing an expansion to the Lone Star Express pipeline, which is expected to closebe in April 2017.
service early in the fourth quarter of 2020. The NGL pipelines primarily transport NGLs from the Permian and Delaware basins and the Barnett and Eagle Ford Shales to Mont Belvieu.
On November 1, 2016, ETP acquired certainNGL terminalling services are facilitated by approximately 8 MMBbls of NGL storage capacity. These operations also support our liquids blending activities, including the use of our patented butane blending technology. Refined products operations provide transportation and terminalling services through the use of approximately 3,265 miles of refined products pipelines and approximately 35 active refined products marketing terminals. Our marketing terminals are located primarily in the northeast, midwest and southwest United States, with approximately 8 MMBbls of refined products storage capacity. Our refined products operations utilize our integrated pipeline and terminalling assets, as well as acquisition and marketing activities, to service refined products markets in several regions throughout the United States. The mix of products delivered through our refined products pipelines varies seasonally, with gasoline demand peaking during the summer months, and demand for heating oil and other distillate fuels peaking in the winter. 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.
Revenues in this segment are 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. Fees are market-based, negotiated with customers and competitive with regional regulated pipelines and fractionators. Storage revenues are derived from base storage and throughput fees. This segment also derives revenues from the marketing of NGLs and processing and fractionating refinery off-gas.
Crude Oil Transportation and Services Segment
Our crude oil operations provide transportation (via pipeline and trucking), terminalling and acquisition and marketing services to crude oil markets throughout the southwest, midwest, northwestern and northeastern United States. Through our crude oil transportation and services segment, we own and operate (through wholly-owned subsidiaries or joint venture interests) approximately 10,770 miles of crude oil trunk and gathering pipelines in the southwest and midwest United States. This segment includes equity ownership interests in PennTex from various parties for total considerationfour crude oil pipelines, the Bakken Pipeline system, Bayou Bridge Pipeline, White Cliffs Pipeline and Maurepas Pipeline. Our crude oil terminalling services operate with an aggregate storage capacity of approximately $627 million64 MMBbls, including approximately 29 MMBbls at our Gulf Coast terminal in ETP unitsNederland, Texas, approximately 18.2 MMBbls at our Gulf coast terminal on the Houston Ship Channel, approximately 7.6 MMBbls at our Cushing facility in Cushing, Oklahoma and cash. Through this transaction, ETP acquired a controlling financial interestapproximately 3.2 MMBbls at our Fort Mifflin terminal complex in PennTex, whosePennsylvania. Our crude oil acquisition and marketing activities utilize our pipeline and terminal assets, complement ETP’s existing midstream footprintour proprietary fleet crude oil tractor trailers and truck unloading facilities, as well as third-party assets, to service crude oil markets principally in northern Louisiana.the midcontinent United States.
On October 12, 2016, Revenues throughout our crude oil pipeline systems are generated from tariffs paid by shippers utilizing our transportation services. These tariffs are filed with the FERC and other state regulatory agencies, as applicable.
Our crude oil acquisition and marketing activities include the gathering, purchasing, marketing and selling of crude oil. Specifically, the crude oil acquisition and marketing activities include:
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purchasing crude oil at both the wellhead from producers, and in bulk from aggregators at major pipeline interconnections and trading locations;

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storing inventory during contango market conditions (when the price of crude oil for future delivery is higher than current prices);
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buying and selling crude oil of different grades, at different locations in order to maximize value;
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transporting crude oil using the pipelines, terminals and trucks or, when necessary or cost effective, pipelines, terminals or trucks owned and operated by third parties; and
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marketing crude oil to major integrated oil companies, independent refiners and resellers through various types of sale and exchange transactions.
Investment in Sunoco LP
Sunoco LP completedis engaged in the acquisitiondistribution of motor fuels to independent dealers, distributors, and other commercial customers and the distribution of motor fuels to end-user customers at retail sites operated by commission agents. Additionally, it receives rental income through the leasing or subleasing of real estate used in the retail distribution of motor fuel. Sunoco LP also operates 75 retail stores located in Hawaii and New Jersey.
Sunoco LP is a distributor of motor fuels and other petroleum products which Sunoco LP supplies to third-party dealers and distributors, to independent operators of commission agent locations and other commercial 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 convenience store, wholesaleSunoco-branded motor fuel, supplying an extensive distribution network of approximately 5,474 Sunoco-branded company and third-party operated locations throughout the East Coast, Midwest, South Central and Southeast regions of the United States. Sunoco LP believes it is one of the largest independent motor fuel 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 operations primarily consist of fuel distribution and commercial fuels distribution business servingmarketing.
Investment in USAC
USAC provides natural gas compression services throughout the United States, including the Utica, Marcellus, Permian Basin, Delaware Basin, Eagle Ford, Mississippi Lime, Granite Wash, Woodford, Barnett, Haynesville, Niobrara and Fayetteville shales. USAC provides compression services to its customers primarily in connection with infrastructure applications, including both allowing for the processing and transportation of natural gas through the domestic pipeline system and enhancing crude oil production through artificial lift processes. As such, USAC’s compression services play a critical role in the production, processing and transportation of both natural gas and crude oil.
USAC operates a modern fleet of compression units, with an average age of approximately six years. USAC’s standard new-build compression units are generally configured for multiple compression stages allowing USAC to operate its units across a broad range of operating conditions. As part of USAC’s services, it engineers, designs, operates, services and repairs its compression units and maintains related support inventory and equipment.
USAC provides compression services to its customers under fixed-fee contracts with initial contract terms typically between six months and five years, depending on the application and location of the compression unit. USAC typically continues to provide compression services at a specific location beyond the initial contract term, either through contract renewal or on a month-to-month or longer basis. USAC primarily enters into take-or-pay contracts whereby its customers are required to pay a monthly fee even during periods of limited or disrupted throughput, which enhances the stability and predictability of its cash flows. USAC is not directly exposed to commodity price risk because it does not take title to the natural gas or crude oil involved in its services and because the natural gas used as fuel by its compression units is supplied by its customers without cost to USAC.
USAC’s assets and operations are all located and conducted in the United States.
As of December 31, 2019, USAC had 3,682,968 horsepower in its fleet and 56,500 large horsepower on order for expected delivery during 2020.

All Other Segment
Our “All Other” segment includes the following:
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Our approximately 7.4% non-operating interest in PES, which owns a refinery in Philadelphia.
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Our marketing operations in which we market the natural gas that flows through our gathering and intrastate transportation 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 suppliers 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 of natural gas, less the costs of transportation. For the off-system gas, we purchase gas or act as an agent for small independent producers that may not have marketing operations.
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Our natural gas compression equipment business which has operations in Arkansas, California, Colorado, Louisiana, New Mexico, Oklahoma, Pennsylvania and Texas.
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Our wholly-owned subsidiary, Dual Drive Technologies, Ltd. (“DDT”), which provides compression services to customers engaged in the transportation of natural gas, including our other segments.
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Our subsidiaries are involved in the management of coal and natural resources properties and the related collection of royalties. We also earn revenues from other land management activities, such as selling standing timber, leasing coal-related infrastructure facilities, and collecting oil and gas royalties. These operations also include end-user coal handling facilities.
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PEI Power LLC and PEI Power II, which own and operate a facility in Pennsylvania that generates a total of 75 megawatts of electrical power.
Our 51% ownership interest in SemCAMS, which owns and operates natural gas processing and gathering facilities in Alberta, Canada.
Asset Overview
The descriptions below include summaries of significant assets within the Partnership’s reportable segments. 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.
Intrastate Transportation and Storage
The following details our pipelines and storage facilities in the intrastate transportation and storage segment:
Description of Assets Ownership Interest Miles of Natural Gas Pipeline Pipeline Throughput Capacity
(Bcf/d)		 Working Storage Capacity
(Bcf/d)
ET Fuel System 100% 3,150
 5.2
 11.2
Oasis Pipeline (1)
 100% 750
 2.0
 —
HPL System 100% 3,920
 5.3
 52.5
ETC Katy Pipeline 100% 460
 2.9
 —
Regency Intrastate Gas 100% 450
 2.1
 —
Comanche Trail Pipeline 16% 195
 1.1
 —
Trans-Pecos Pipeline 16% 143
 1.4
 —
Old Ocean Pipeline, LLC 50% 240
 0.2
 —
Red Bluff Express Pipeline 70% 108
 1.4
 —
(1)
Includes bi-directional capabilities
The following information describes our 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 Pecos, Texas, the Maypearl Hub in Central Texas and the Carthage Hub in East Texas, the three major natural gas trading centers in Texas.
The ET Fuel System also includes our 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 our Godley processing plant which gives us 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 1.3 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 our gathering system known as the 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 gathered 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, Beaumont 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, Carthage 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, 2019, we had approximately 19.0 Bcf committed under fee-based arrangements with third parties and approximately 27.3 Bcf stored in the facility for our own account.
The ETC Katy Pipeline connects three treating facilities, one of which we own, with our gathering system known as Southeast Texas System. The ETC Katy pipeline serves producers in East and North Central Texas and provided access to the Katy Hub. The ETC Katy 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.
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RIGS is a 450-mile intrastate pipeline that delivers natural gas from northwest Louisiana to downstream pipelines and markets.
Comanche Trail is a 195-mile intrastate pipeline that delivers natural gas from Denny Oil Companythe Waha Hub near Pecos, Texas to the United States/Mexico border near San Elizario, Texas. The Partnership owns a 16% membership interest in and operates Comanche Trail.
Trans-Pecos is a 143-mile intrastate pipeline that delivers natural gas from the Waha Hub near Pecos, Texas to the United States/Mexico border near Presidio, Texas. The Partnership owns a 16% membership interest in and operates Trans-Pecos.
Old Ocean is a 240-mile intrastate pipeline system that delivers natural gas from Ellis County, Texas to Brazoria County, Texas. The Partnership owns a 50% membership interest in and operates Old Ocean.
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The Red Bluff Express Pipeline is an approximately 108-mile intrastate pipeline that runs through the heart of the Delaware basin and connects our Orla Plant, as well as third-party plants to the Waha Oasis Header. The Partnership owns a 70% membership interest in and operates Red Bluff Express.

Interstate Transportation and Storage
The following details our pipelines in the interstate transportation and storage segment:
Description of Assets Ownership Interest Miles of Natural Gas Pipeline 
Pipeline Throughput Capacity
(Bcf/d)
 
Working Gas Capacity
(Bcf/d)
Florida Gas Transmission 50% 5,362
 3.5
 —
Transwestern Pipeline 100% 2,614
 2.1
 —
Panhandle Eastern Pipe Line (1)
 100% 6,402
 2.8
 73.4
Trunkline Gas Company 100% 2,231
 0.9
 13.0
Tiger Pipeline 100% 197
 2.4
 —
Fayetteville Express Pipeline 50% 185
 2.0
 —
Sea Robin Pipeline 100% 785
 2.0
 —
Stingray Pipeline 100% 302
 0.40
 —
Rover Pipeline 32.6% 713
 3.25
 —
Midcontinent Express Pipeline 50% 512
 1.8
 —
Gulf States 100% 10
 0.1
 —
(1)
Natural gas storage assets are owned by Southwest Gas.
The following information describes our principal interstate transportation and storage assets:
Florida Gas Transmission Pipeline (“Denny”FGT”) forhas mainline capacity of 3.5 Bcf/d and approximately $55 million plus inventory on hand at closing, subject5,362 miles of pipelines extending from south Texas through the Gulf Coast region of the United States to closing adjustments. This acquisition includes six companysouth 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 approximately 60% of the natural gas consumed in the state. In addition, FGT’s system operates and maintains multiple 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, industrial end-users and local distribution companies. FGT is owned by Citrus, a 50/50 joint venture with KMI.
Transwestern Pipeline transports natural gas supply from the Permian Basin in West Texas and operated locations, six company-ownedeastern New Mexico, the San Juan Basin in northwestern New Mexico and dealer operated locations, wholesale fuel supplysouthern Colorado, and the Anadarko Basin in the Texas and Oklahoma panhandles. The system has bi-directional capabilities and can access Texas and Midcontinent natural gas market hubs, as well as major western markets in Arizona, Nevada and California.  Transwestern’s customers include local distribution companies, producers, marketers, electric power generators and industrial end-users.
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. Panhandle contracts for a networkover 73 Bcf of independent dealer-owned and dealer-operated locations, and a commercial fuels business innatural gas storage.
Trunkline Gas Company’s transmission system consists of one large diameter pipeline with bi-directional capabilities, extending approximately 1,400 miles from the EasternGulf Coast areas of Texas and Louisiana markets. As partthrough Arkansas, Mississippi, Tennessee, Kentucky, Illinois, Indiana and Michigan. Trunkline has one natural gas storage field located in Louisiana.
Tiger Pipeline is a bi-directional system that extends through the heart of the acquisition, Sunoco LP acquired 13 fee properties,Haynesville Shale and ends near Delhi, Louisiana, interconnecting with multiple interstate pipelines.
Fayetteville Express Pipeline originates near Conway County, Arkansas and continues eastward to Panola County, Mississippi with multiple pipeline interconnections along the route.  Fayetteville Express Pipeline is owned by a 50/50 joint venture with KMI.
Sea Robin Pipeline’s system consists of two offshore Louisiana natural gas supply pipelines extending 120 miles into the Gulf of Mexico.
Stingray Pipeline is an interstate natural gas pipeline system with related assets located in the western Gulf of Mexico and Johnson Bayou, Louisiana.

Rover Pipeline is a large diameter pipeline with total capacity to transport 3.25 Bcf/d natural gas from processing plants in West Virginia, Eastern Ohio and Western Pennsylvania for delivery to other pipeline interconnects in Ohio and Michigan, where the gas is delivered for distribution to markets across the United States, as well as to Ontario, Canada.
Midcontinent Express Pipeline originates near Bennington, Oklahoma and traverses 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, the operator of the system.
Gulf States Transmission is a 10-mile interstate pipeline that extends from Harrison County, Texas to Caddo Parish, Louisiana.
Regasification Facility
Lake Charles LNG, our wholly-owned subsidiary, 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 send out capacity of 1.8 Bcf/d.
Liquefaction Project
LCL, our wholly-owned subsidiary, is in the process of developing an LNG liquefaction project at the site of our Lake Charles LNG import terminal and regasification facility. The liquefaction facility would be constructed on 440 acres of land, of which included80 acres are owned by Lake Charles LNG and the six company operated locations, six dealer operated locationsremaining acres are to be leased by LCL under a long-term lease from the Lake Charles Harbor and Terminal District. The liquefaction project is expected to consist of three LNG trains with a bulkcombined design nameplate outlet capacity of 16.45 metric tonnes per annum. Once completed, the liquefaction project will enable LCL to liquefy domestically produced natural gas and export it as LNG. On June 18, 2017, LCL signed a memorandum of understanding with Korea Gas Corporation and Shell to study the feasibility of a joint development of the Lake Charles liquefaction project. LCL and Shell are actively involved in a variety of activities related to the development of the project. LCL has also been marketing LNG offtake to numerous potential customers in Asia and Europe.
In December 2019, ET announced a comprehensive commercial tender package which was issued to engineering, procurement and construction contractors to submit final bids for the proposed Lake Charles LNG liquefaction project being developed with Shell US LNG, LLC. The commercial bids are expected to be received in the second quarter of 2020.
The export of LNG produced by the liquefaction project from the United States would be undertaken under long-term export authorizations issued by the DOE to LCL. In March 2013, LCL obtained a DOE authorization to export LNG to countries with which the United States has or will have Free Trade Agreements (“FTA”) for trade in natural gas (the “FTA Authorization”).  In July 2016, LCL also 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 addition, LCL received its wetlands permits from the United States 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.
Midstream
The following details our assets in the midstream segment:
Description of Assets
Net Gas Processing Capacity
(MMcf/d)
South Texas Region:
Southeast Texas System410
Eagle Ford System1,920
Ark-La-Tex Region1,442
North Central Texas Region700
Permian Region2,740
Midcontinent Region1,385
Eastern Region200

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 ETC Katy Pipeline and is also connected to the Oasis Pipeline. The Southeast Texas System includes two natural gas processing plants (La Grange and Alamo) with aggregate capacity of 410 MMcf/d. The La Grange and Alamo processing plants are natural gas processing plants that process the rich gas that flows through our gathering system to produce residue gas and NGLs. Residue gas is delivered into our intrastate pipelines and NGLs are delivered into our NGL pipelines to Lone Star.
Our treating facilities remove carbon dioxide and hydrogen sulfide from natural gas gathered into our 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 our 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 1.92 Bcf/d. Our Chisholm, Kenedy, Jackson and King Ranch processing plants are connected to our intrastate transportation pipeline systems for deliveries of residue gas and are also connected with our NGL pipelines for delivery of NGLs to Lone Star.
Ark-La-Tex Region:
Our 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. Our Northern Louisiana assets include the Bistineau, Creedence, and Tristate Systems, which collectively include three natural gas treating facilities, with aggregate capacity of 1.4 Bcf/d.
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, a 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 an office facility.NGL pipeline that provides connections to the Mont Belvieu market for NGLs produced from our processing plants. Collectively, the ten natural gas processing facilities (Dubach, Dubberly, Lisbon, Salem, Elm Grove, Minden, Ada, Brookeland, Lincoln Parish and Mt. Olive) have an aggregate capacity of 1.3 Bcf/d.
In November 2016, Sunoco Logistics completed an acquisition from Vitol, Inc. (“Vitol”) ofThrough the gathering and processing systems described above and their interconnections with RIGS in north Louisiana, as well as other pipelines, we offer 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 crude oil businesssystem located in four counties in North Central Texas that gathers, compresses, treats, processes and transports natural gas from the Barnett and Woodford Shales. Our North Central Texas assets include our Godley and Crescent plants, which process rich gas produced from the Barnett Shale and STACK play, with aggregate capacity of 700 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 $760 million plus working capital.the natural gas that we gather and process, including several major interstate and intrastate pipelines serving California, the midcontinent region of the United States and Texas natural gas markets. The acquisition provides Sunoco LogisticsNGL market outlets includes Lone Star’s liquids pipelines. The Permian Basin Gathering System includes eleven processing facilities (Waha, Coyanosa, Red Bluff, Halley, Jal, Keyston, Tippet, Orla, Panther, Rebel and Arrowhead) with an approximately 2 million barrel crude oil terminalaggregate processing capacity of 2.4 Bcf/d and one natural gas conditioning facility with aggregate capacity of 200 MMcf/d.
We own a 50% membership interest in Midland, Texas,Mi Vida JV, a crude oil gatheringjoint venture which owns a 200 MMcf/d cryogenic processing plant in West Texas. We operate the plant and mainline pipeline systemrelated facilities on behalf of Mi Vida JV.

We own a 50% membership interest in Ranch JV, which processes natural gas delivered from the Midland Basin, including a significant acreage dedication from an investment-grade Permian producer,NGL-rich Bone Spring and crude oil inventories related to Vitol's crude oil purchasing and marketing businessAvalon Shale formations in West Texas. The acquisitionjoint venture owns a 25 MMcf/d refrigeration plant and a 125 MMcf/d cryogenic processing plant.
Midcontinent Region:
The Midcontinent 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 and the STACK in central Oklahoma. These mature basins have continued to provide generally long-lived, predictable production volume. Our Midcontinent assets are extensive systems that gather, compress and dehydrate low-pressure gas. The Midcontinent Systems include sixteen natural gas processing facilities (Mocane, Beaver, Antelope Hills, Woodall, Wheeler, Sunray, Hemphill, Phoenix, Hamlin, Spearman, Red Deer, Lefors, Cargray, Gray, Rose Valley, and Hopeton) with an aggregate capacity of approximately 1.4 Bcf/d.
We operate our Midcontinent 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.
We also includedown the purchaseHugoton Gathering System that has 1,900 miles of pipeline extending over nine counties in Kansas and Oklahoma. This system is operated by a 50%third party.
Eastern Region:
The Eastern Region assets are located in eleven counties in Pennsylvania, four counties in Ohio, three counties in West Virginia, and gather natural gas from the Marcellus and Utica basins. Our Eastern Region assets include approximately 600 miles of natural gas gathering pipeline, natural gas trunklines, fresh-water pipelines, and nine gathering and processing systems, as well as the 200 MMcf/d Revolution processing plant, which feeds into our Mariner East and Rover pipeline systems.
We also own a 51% membership interest in SunVit PipelineAqua – ETC Water Solutions 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 that transports and supplies fresh water to natural gas producers drilling in the Marcellus Shale in Pennsylvania.
We own a 75% membership interest in ORS. On behalf of ORS, we operate its Ohio Utica River System, which consists of 47 miles of 36-inch, 13 miles of 30-inch and 3 miles of 24-inch gathering trunklines, that delivers up to 3.6 Bcf/d to Rockies Express Pipeline, Texas Eastern Transmission, Leach Xpress, Rover and DEO TPL-18.

NGL and Refined Products Transportation and Services
The following details the assets in our NGL and refined products transportation and services segment:
Description of Assets 
Miles of Liquids Pipeline (2)
 
NGL Fractionation / Processing Capacity
(MBbls/d)
 
Working Storage Capacity
(MBbls)
Liquids Pipelines:      
Lone Star Express 535
 —
 —
West Texas Gateway Pipeline 512
 —
 —
Lone Star 1,617
 —
 —
Mariner East 670
 —
 —
Mariner South 97
 —
 —
Mariner West 395
 —
 —
White Cliffs Pipeline(3)
 527
 —
 —
Other NGL Pipelines 162
 —
 —
Liquids Fractionation and Services Facilities:      
Mont Belvieu Facilities 182
 790
 50,000
Sea Robin Processing Plant(1)
 —
 26
 —
Refinery Services(1)
 103
 35
 —
Hattiesburg Storage Facilities —
 —
 3,000
Cedar Bayou —
 —
 1,600
NGL Terminals:      
Nederland —
 —
 1,200
Marcus Hook Industrial Complex —
 132
 6,000
Inkster —
 —
 860
Refined Products Pipelines: 
 
 
    Eastern region pipelines 957
 —
 —
    Midcontinent region pipelines 349
 —
 —
    Southwest region pipelines 876
 —
 —
    Inland Pipeline 581
 —
 —
    JC Nolan Pipeline 502
 —
 —
Refined Products Terminals:      
Eagle Point —
 —
 7,000
Marcus Hook Industrial Complex —
 —
 1,000
Marcus Hook Tank Farm —
 —
 2,000
Marketing Terminals —
 —
 8,000
JC Nolan Terminal —
 —
 134
(1)
Additionally, the Sea Robin Processing Plant and Refinery Services have residue capacities of 850 MMcf/d and 54 MMcf/d, respectively.
(2)
Miles of pipeline as reported to PHMSA.
(3)
The White Cliffs Pipeline consists of two parallel, 12-inch common carrier pipelines: one crude oil pipeline and one NGL pipeline.
The following information describes our principal NGL and refined products transportation and services assets:
The Lone Star Express System is an interstate NGL pipeline consisting of 24-inch and 30-inch long-haul transportation pipeline, with ExxonMobil Corp. Sunoco Logistics contributed its throughput capacity of approximately 500 MBbls/d, 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. An expansion of the pipeline is currently underway, which will add approximately 400 MBbls/d of NGL pipeline capacity from Lone Star’s pipeline system near Wink, Texas to the Lone Star Express 1,30-inch pipeline south of Fort Worth, Texas. It is expected to be in service by the fourth quarter of 2020.
The West Texas Gateway Pipeline transports NGLs produced in the Permian Express 2 and Permian LongviewDelaware Basins and Louisiana Access pipelines. ExxonMobil Corp. contributed its Longviewthe Eagle Ford Shale to LouisianaMont Belvieu, Texas and Pegasus pipelines; Hawkins gathering system; an idlehas a throughput capacity of approximately 240 MBbls/d.
The Mariner East pipeline transports NGLs from the Marcellus and Utica Shales areas in southern Oklahoma;Western Pennsylvania, West Virginia and its Patoka, Illinois terminal. Sunoco Logistics’ ownership percentage is approximately 85%. Upon commencement of operationsEastern Ohio to destinations in Pennsylvania, including our Marcus Hook Industrial Complex on the Bakken Pipeline, Sunoco Logistics will contribute its investmentDelaware 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 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 operatorfourth quarter 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 transmix2014 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, respectively. The second phase of the project, referred to as Mariner East 2, began service in December 2018. The Mariner East pipeline has a throughput capacity of approximately 345 MBbls/d.
The Mariner South liquids pipeline delivers export-grade propane and butane products from Lone Star’s Mont Belvieu, Texas storage and fractionation complex to our marine terminal in Nederland, Texas and has a throughput capacity of approximately 200 MBbls/d.
The Mariner West pipeline provides transportation of ethane from the Marcellus shale processing and fractionating areas in Houston, Pennsylvania to Marysville, Michigan and the Canadian border and has a throughput capacity of approximately 50 MBbls/d.
•
The White Cliffs NGL pipeline, which we have 51% ownership interest in and which was acquired by ET in the SemGroup acquisition and contributed to ETO in January 2020, transports NGLs produced in the DJ Basin to Cushing, where it interconnects with the Southern Hills Pipeline to move NGLs to Mont Belvieu, Texas and has a throughput capacity of approximately 40 MBbls/d.
•
Other NGL pipelines include the 127-mile Justice pipeline with capacity of 375 MBbls/d, the 45-mile Freedom pipeline with a capacity of 56 MBbls/d, the 20-mile Spirit pipeline with a capacity of 20 MBbls/d and a 50% interest in the 87-mile Liberty pipeline with a capacity of 140 MBbls/d.
Our Mont Belvieu storage facility is an integrated liquids storage facility with approximately 50 MMBbls of salt dome capacity providing 100% fee-based cash flows. The Mont Belvieu storage facility has access to multiple NGL and refined products pipelines, the Houston Ship Channel trading hub, and numerous chemical plants, refineries and fractionators.
•
Our Mont Belvieu fractionators handle NGLs delivered from several sources, including the Lone Star Express pipeline and the Justice pipeline. Fractionator VI was placed in service in February 2019, Fractionator VII was placed in service in the first quarter of 2020, and Fractionator VIII is currently under construction and is scheduled to be operational by the second quarter of 2021.
Sea Robin is a rich gas processing plant located on the Sea Robin Pipeline in southern Louisiana. The plant is connected to nine interstate and four intrastate residue pipelines, as well as various deep-water production fields.
Refinery Services consists of a refinery off-gas processing unit and an O-grade NGL fractionation / Refinery-Grade Propylene (“RGP”) splitting complex located along the Mississippi River refinery corridor in southern Louisiana.  The off-gas processing unit cryogenically processes refinery off-gas, and the fractionation / RGP splitting complex fractionates the streams into higher value components.  The O-grade fractionator and RGP splitting complex, located in Geismar, Louisiana, is connected by approximately 103 miles of pipeline to the Chalmette processing plant, which has a processing capacity of 54 MMcf/d.
The Hattiesburg storage facility is an integrated liquids storage facility with approximately 3 MMBbls of salt dome capacity, providing 100% fee-based cash flows.
•
The Cedar Bayou storage facility is an integrated liquids storage facility with approximately 1.6 MMBbls of tank storage, generating revenues from fixed fee storage contracts, throughput fees, and revenue from blending butane into refined gasoline.
The Nederland terminal, in addition to crude oil activities, also provides approximately 1.2 MMBbls of storage and distribution services for NGLs in connection with the Mariner South pipeline, which provides transportation of propane and butane products from the Mont Belvieu region to the Nederland terminal, where such products can be exported via ship.
The Marcus Hook Industrial Complex includes fractionation, terminalling and storage assets, with a capacity of approximately 2 MMbbls of NGL storage capacity in underground caverns, 4 MMbbls of above-ground refrigerated storage, and related commercial agreements. The terminal has a total construction periodactive refined products storage capacity of approximately 1 MMbbls. The facility can receive NGLs and refined products via marine vessel, pipeline, truck and rail, and can deliver via marine vessel,

pipeline and truck. In addition to providing NGL storage and terminalling services to both affiliates and third-party customers, the Marcus Hook Industrial Complex currently serves as an off-take outlet for our Mariner East 1 pipeline system.
•
The Inkster terminal, located near Detroit, Michigan, consists of multiple salt caverns with a total storage capacity of approximately 860 MBbls of NGLs. We use 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.
The Eastern region refined products pipelines consist of approximately 615 miles of 6-inch to 16-inch diameters refined product pipelines in Eastern, Central and North Central Pennsylvania, approximately 162 miles of 8-inch refined products pipeline in western New York and approximately 180 miles of various diameters refined products pipeline in New Jersey (including 80 miles of the 16-inch diameter Harbor Pipeline).
The midcontinent region refined products pipelines primarily consist of approximately 296 miles of 3-inch to 12-inch refined products pipelines in Ohio and approximately 53 miles of 6-inch and 8-inch refined products pipeline in Michigan.
The Southwest region refined products pipelines are located in Eastern Texas and consist primarily of approximately 876 miles of 8-inch diameter refined products pipeline.
The Inland refined products pipeline is expected to last two years.approximately 580 miles of pipeline in Ohio, consisting of 72 miles of 12-inch diameter refined products pipeline in Northwest Ohio, 206 miles of 10-inch diameter refined products pipeline in vicinity of Columbus, Ohio, 135 miles of 8-inch diameter refined products pipeline in western Ohio, and 168 miles of 6-inch diameter refined products pipeline in Northeast Ohio.
On March 28, 2016, Sunoco LP entered intoThe JC Nolan Pipeline is 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,joint venture between a wholly-owned subsidiary of the Partnership. Partnership and a wholly-owned subsidiary of Sunoco LP, which transports diesel fuel from a tank farm in Hebert, Texas to Midland, Texas, and was placed into service in July 2019 and has a throughput capacity of approximately 36 MBbls/d.
•
We have approximately 35 refined products terminals with an aggregate storage capacity of approximately 8 MMBbls that facilitate the movement of refined products to or from storage or transportation systems, such as a pipeline, to other transportation systems, such as trucks or other pipelines. Each facility typically consists of multiple storage tanks and is equipped with automated truck loading equipment that is operational 24 hours a day.
•
In addition to crude oil service, the Eagle Point terminal can accommodate three marine vessels (ships or barges) to receive and deliver refined products to outbound ships and barges. The tank farm has a total active refined products storage capacity of approximately 7 MMBbls, and provides customers with access to the facility via ship, barge and pipeline. The terminal can deliver via ship, barge, truck or pipeline, providing customers with access to various markets. The terminal generates revenue primarily by charging fees based on throughput, blending services and storage.
•
The Marcus Hook Tank Farm has a total refined products storage capacity of approximately 2 MMBbls of refined products storage. The terminal receives and delivers refined products via pipeline and primarily provides terminalling services to support movements on our refined products pipelines.
•
The JC Nolan Terminal, located in Midland, Texas, is a joint venture between a wholly-owned entity of the Partnership and wholly-owned entity of Sunoco LP, which provides diesel fuel storage that was placed into service in August 2019.
•
This segment also includes the following joint ventures: 15% membership interest in the Explorer Pipeline Company, a 1,850-mile pipeline which originates from refining centers in Beaumont, Port Arthur, and Houston, Texas and extends to Chicago, Illinois; 31% membership interest in the Wolverine Pipe Line Company, a 1,055-mile pipeline that originates from Chicago, Illinois and extends to Detroit, Grand Haven, and Bay City, Michigan; 17% membership interest in the West Shore Pipe Line Company, a 650-mile pipeline which originates in Chicago, Illinois and extends to Madison and Green Bay, Wisconsin; a 14% membership interest in the Yellowstone Pipe Line Company, a 710-mile pipeline which originates from Billings, Montana and extends to Moses Lake, Washington.

Crude Oil Transportation and Services
The transaction was effective Januaryfollowing details our pipelines and terminals in its crude oil transportation and services operations:
Description of Assets Ownership Interest 
Miles of Crude Pipeline (1)
 Working Storage Capacity
(MBbls)
Dakota Access Pipeline 36.40% 1,172
 —
Energy Transfer Crude Oil Pipeline 36.40% 744
 —
Bayou Bridge Pipeline 60% 212
 —
Permian Express Pipelines 87.7% 1,712
 —
Wattenberg Oil Trunkline 100% 75
 360
White Cliffs Pipeline(2)
 51% 527
 100
Maurepas Pipeline 51% 106
 —
Other Crude Oil Pipelines 100% 6,222
 —
Nederland Terminal 100% —
 29,000
Fort Mifflin Terminal 100% —
 3,175
Eagle Point Terminal 100% —
 1,300
Midland Terminal 100% —
 2,000
Marcus Hook Industrial Complex 100% —
 1,000
Houston Terminal 100% —
 18,200
Cushing Facility 100% —
 7,600
Patoka, Illinois Terminal 87.7% —
 2,000
(1)
Miles of pipeline as reported to PHMSA.
(2)
The White Cliffs Pipeline consists of two parallel, 12-inch common carrier crude oil pipelines: one crude oil pipeline and one NGL pipeline.
Our crude oil operations consist of an integrated set of pipeline, terminalling, trucking and acquisition and marketing assets that service the movement of crude oil from producers to end-user markets. The following details our assets in the crude oil transportation and services segment:
Crude Oil Pipelines
Our crude oil pipelines consist of approximately 10,770 miles of crude oil trunk and gathering pipelines in the southwest, northwest and midwest United States, including our wholly-owned interests in West Texas Gulf, Permian Express Terminal LLC, Mid-Valley and Wattenberg Oil Trunkline. Additionally, we have equity ownership interests in two crude oil pipelines. Our crude oil 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. Our crude oil pipelines also deliver to and connect with other pipelines that deliver crude oil to a number of refineries.
•
Bakken Pipeline. Dakota Access and ETCO are collectively referred to as the “Bakken Pipeline.” The Bakken Pipeline is a 1,916 mile pipeline with capacity of 570 MBbls/d, that transports domestically produced crude oil from the Bakken/Three Forks production areas in North Dakota to a storage and terminal hub outside of Patoka, Illinois, or to gulf coast connections including our crude terminal in Nederland Texas.
The pipeline transports light, sweet crude oil from North Dakota to major refining markets in the Midwest and Gulf Coast regions.
Dakota Access went into service on June 1, 2017 and consists of approximately 1,172 miles of 12, 20, 24 and 30-inch diameter pipeline traversing North Dakota, South Dakota, Iowa and Illinois. Crude oil transported on the Dakota Access originates at six terminal locations in the North Dakota counties of Mountrail, Williams and McKenzie. The pipeline delivers the crude oil to a hub outside of Patoka, Illinois where it can be delivered to the ETCO Pipeline for delivery to the Gulf Coast, or can be transported via other pipelines to refining markets throughout the Midwest.

ETCO went into service on June 1, 2017 and consists of approximately 675 miles of mostly 30-inch converted natural gas pipeline and 69 miles of new 30-inch pipeline from Patoka, Illinois to Nederland, Texas, where the crude oil can be refined or further transported to additional refining markets.
•
Bayou Bridge Pipeline. The Bayou Bridge Pipeline is a joint venture between ETO and Phillips 66, in which ETO has a 60% ownership interest and serves as the operator of the pipeline. Phase I of the pipeline, which consists of a 30-inch pipeline from Nederland, Texas to Lake Charles, Louisiana, went into service in April 2016. Phase II of the pipeline, which consists of 24-inch pipe from Lake Charles, Louisiana to St. James, Louisiana, which went into service in March 2019.
With the completion of Phase II, Bayou Bridge Pipeline has a capacity of approximately 480 MBbls/d of light and heavy crude oil from different sources to the St. James crude oil hub, which is home to important refineries located in the Gulf Coast region.
•
Permian Express Pipelines. The Permian Express pipelines are part of the PEP joint venture and include Permian Express 1, Permian Express 2, Permian Express 3, Permian Express 4, which became operational in May 2019, Permian Longview and Louisiana Access pipelines, as well as the Longview to Louisiana and Nederland Access pipelines contributed to this joint venture by ExxonMobil. These pipelines are comprised of crude oil trunk pipelines and crude oil gathering pipelines in Texas and Oklahoma and provide takeaway capacity from the Permian Basin, which origins in multiple locations in Western Texas.
•
White Cliffs Pipeline. White Cliffs Pipeline, which was acquired by ET in the SemGroup acquisition and contributed to ETO in January 2020, owns a12-inch common carrier, crude oil pipeline, with a throughput capacity of 100 MBbls/d, that transports crude oil from Platteville, Colorado to Cushing, Oklahoma.
•
Maurepas Pipeline. The Maurepas Pipeline, which was acquired by ET in the SemGroup acquisition and contributed to ETO in January 2020, consists of three pipelines, with an aggregate throughput capacity of 460 MBbls/d, which service refineries in the Gulf Coast region.
•
Other Crude Oil pipelines include the Mid-Valley pipeline system which originates in Longview, Texas and passes through Louisiana, Arkansas, Mississippi, Tennessee, Kentucky and Ohio and terminates in Samaria, Michigan. This pipeline provides crude oil to a number of refineries, primarily in the Midwest United States.
In connectionaddition, we own 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 MPLX’s Samaria, Michigan tank farm, which supplies its Marathon Petroleum Corporation’s refinery in Detroit, Michigan.
We also own and operate crude oil pipeline and gathering systems in Oklahoma and Kansas. We have the ability to deliver substantially all of the crude oil gathered on our Oklahoma and Kansas systems to Cushing. We are one of the largest purchasers of crude oil from producers in the area, and our crude oil acquisition and marketing activities business is the primary shipper on our Oklahoma crude oil system.
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, petrochemicals and bunker oils (used for fueling ships and other marine vessels). The terminal currently has a total storage capacity of approximately 29 MMBbls in approximately 150 above ground storage tanks with individual capacities of up to 660 MBbls.
The Nederland terminal can receive crude oil at four of its five ship docks and four barge berths. The four ship docks are capable of receiving over 2 MMBbls/d of crude oil. In addition to our 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 caverns near Winnie, Texas, which have an aggregate storage capacity of approximately 395 MMBbls.
The Nederland Terminal can deliver crude oil and other petroleum products via pipeline, barge and ship. The terminal has three 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 MMBbls/d of crude oil to our 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 575 MBbls. 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. This facility has a total storage capacity of approximately 2.6 MMBbls. Darby Creek receives crude oil from the Fort Mifflin terminal and Hog Island wharf via our pipelines. The tank farm then stores the crude oil and transports it to the PES refinery via our 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 1.3 MMBbls and can receive crude oil via barge and rail and deliver via ship and barge, providing customers with access to various markets. The terminal generates revenue primarily by charging fees based on throughput, blending services and storage.
•
Midland. The Midland terminal is located in Midland, Texas and was acquired in November 2016 from Vitol. The facility includes approximately 2 MMBbls of crude oil storage, a combined 20 lanes of truck loading and unloading, and provides access to the Permian Express 2 transportation system.
•
Marcus Hook Industrial Complex. The Marcus Hook Industrial Complex can receive crude oil via marine vessel and can deliver via marine vessel and pipeline. The terminal has a total active crude oil storage capacity of approximately 1 MMBbls.
•
Patoka, Illinois Terminal. The Patoka, Illinois terminal is a tank farm and was contributed by ExxonMobil to the PEP joint venture and is located in Marion County, Illinois. The facility includes 234 acres of owned land and provides for approximately 2 MMBbls of crude oil storage.
•
Houston Terminal. The Houston Terminal, which was acquired by ET in the SemGroup acquisition and contributed to ETO in February 2020, consists of storage tanks located on the Houston Ship Channel with an aggregate storage capacity of 18.2 MMBbls used to store, blend and transport refinery products and refinery feedstocks via pipeline, barge, rail, truck and ship. This facility has five deep-water ship docks on the Houston Ship Channel capable of loading and unloading Suezmax cargo vessels and seven barge docks which can accommodate 23 barges simultaneously, three crude oil pipelines connecting to four refineries and numerous rail and truck loading spots.
•
Cushing Facilities. The Cushing Facility, which was acquired by ET in the SemGroup acquisition and contributed to ETO in January 2020, has approximately 7.6 MMBbls crude oil storage, of which 5.6 MMBbls are leased to customer and 2.0 MMBbls are available for crude oil operations, blending and marketing activities. The storage terminal has inbound connections with the White Cliffs Pipeline from Platteville, Colorado, the Great Salt Plains Pipeline from Cherokee, Oklahoma, the Cimarron Pipeline from Boyer, Kansas, and two-way connections with all of the other major storage terminals in Cushing. The Cushing terminal also includes truck unloading facilities.
Crude Oil Acquisition and Marketing
Our crude oil acquisition and marketing operations are conducted using our assets, which include approximately 575 crude oil transport trucks, 360 trailers and approximately 150 crude oil truck unloading facilities, as well as third-party truck, rail and marine assets.
Investment in Sunoco LP
Sunoco LP is a distributor of motor fuels and other petroleum products which Sunoco LP supplies to third-party dealers and distributors, to independent operators of commission agent locations and other commercial 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 transaction,mixture and return it to salable products of gasoline and diesel.
Sunoco LP is the Partnership deconsolidatedexclusive wholesale supplier of the legacySunoco-branded motor fuel, supplying an extensive distribution network of approximately 5,474 Sunoco-branded company and third-party operated locations throughout the East Coast, Midwest, South Central and Southeast regions of the United States. Sunoco Inc.LP believes it is one of the largest independent motor fuel 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 operations primarily consist of fuel distribution and marketing.
Sunoco LP’s Fuel Distribution and Marketing Operations
Sunoco LP’s fuel distribution and marketing operations are conducted by the following consolidated subsidiaries:
•
Sunoco, LLC (“Sunoco LLC”), a Delaware limited liability company, primarily distributes motor fuel in 30 states throughout the East Coast, Midwest, South Central and Southeast regions of the United States. Sunoco LLC also processes transmix and distributes refined product through its terminals in Alabama, Texas, Arkansas and New York;
•
Sunoco Retail LLC (“Sunoco Retail”), a Pennsylvania limited liability company, owns and operates retail stores that sell motor fuel and merchandise primarily in New Jersey;
•
Aloha Petroleum LLC, a Delaware limited liability company, distributes motor fuel and operates terminal facilities on the Hawaiian Islands; and
•
Aloha Petroleum, Ltd. (“Aloha”), a Hawaii corporation, owns and operates retail stores on the Hawaiian Islands.
Sunoco LP purchases motor fuel primarily from independent refiners and major oil companies and distributes it across more than 30 states throughout the East Coast, Midwest, South Central and Southeast regions of the United States, as well as Hawaii to approximately:
•
75 company owned and operated retail stores;
•
537 independently operated consignment locations where Sunoco LP sells motor fuel to customers under commission agent arrangements with such operators;
•
6,742 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
2,581 other commercial customers, including unbranded convenience stores, other fuel distributors, school districts and municipalities and other industrial customers.
Sunoco LP’s Other Operations
Sunoco LP’s other operations include retail business, including goodwill of $1.29 billionoperations in Hawaii and intangibleNew Jersey, credit card services and franchise royalties.
Investment in USAC
The following details the assets of $294 million. USAC:
USAC’s modern, standardized compression unit fleet is powered primarily by the Caterpillar, Inc.’s 3400, 3500 and 3600 engine classes, which range from 401 to 5,000 horsepower per unit. These larger horsepower units, which USAC defines as 400 horsepower per unit or greater, represented 86.2% of its total fleet horsepower (including compression units on order) as of December 31, 2019. In addition, a portion of its fleet consists of smaller horsepower units ranging from 40 horsepower to 399 horsepower that are primarily used in gas lift applications.

The resultsfollowing table provides a summary of Sunoco, LLCUSAC’s compression units by horsepower as of December 31, 2019:
Unit Horsepower Fleet Horsepower Number of Units 
Horsepower on Order (1)
 Number of Units on Order Total Horsepower Total Number of Units
Small horsepower            
<400 516,674
 3,031
 —
 —
 516,674
 3,031
             
Large horsepower            
>400 and <1,000 426,384
 730
 9,000
 15
 435,384
 745
>1,000 2,739,910
 1,690
 47,500
 19
 2,787,410
 1,709
Total large horsepower 3,166,294
 2,420
 56,500
 34
 3,222,794
 2,454
Total horsepower 3,682,968
 5,451
 56,500
 34
 3,739,468
 5,485
(1)
As of December 31, 2019, USAC had 56,500 large horsepower compression units on order for delivery during 2020.
All Other
The following details the significant assets in the “All Other” segment.
Contract Services Operations
We own and operate a fleet of equipment used to provide treating services, such as carbon dioxide and hydrogen sulfide removal, natural gas cooling, dehydration and Btu management. Our contract treating services are primarily located in Texas, Louisiana and Arkansas.
Compression
We own DDT, which provides compression services to customers engaged in the transportation of natural gas, including our subsidiaries in other segments.
Natural Resources Operations
Our Natural Resources operations primarily involve the management and leasing of coal properties and the legacy Sunoco, Inc. retail business’ operations have not been presentedsubsequent collection of royalties. We also earn revenues from other land management activities, such as discontinued operationsselling standing timber, leasing fee-based coal-related infrastructure facilities to certain lessees and Sunoco, Inc.’s retail business assetsend-user industrial plants, collecting oil and liabilities have not been presented as held for salegas royalties and from coal transportation, or wheelage fees. As of December 31, 2019, we owned or controlled approximately 762 million tons of proven and probable coal reserves in central and northern Appalachia, properties in eastern Kentucky, southwestern Virginia and southern West Virginia, and in the Partnership’s consolidated financial statements.Illinois Basin, properties in southern Illinois, Indiana, and western Kentucky and as the operator of end-user coal handling facilities.
Canadian Operations
Our Canadian operations, which were acquired in the SemGroup acquisition, include a 51% ownership interest in SemCAMS, which owns and operates natural gas processing and gathering facilities in Alberta, Canada. The Canadian operations assets include four sour natural gas processing plants and two sweet natural gas processing plants that have a combined operating capacity of 1,290 MMcf/d and a network of approximately 848 miles of natural gas gathering and transportation pipelines. The principal process performed at the processing plants is to remove contaminants and render the gas saleable to downstream pipelines and markets.
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
Sunoco LP is a distributor 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, utilitiesmotor fuels and other pipelines. Through its intrastate transportationpetroleum products which Sunoco LP supplies to third-party dealers and storage operations, ETP ownsdistributors, to independent operators of commission agent locations and operates approximately 7,900 milesother commercial consumers of natural gas transportation pipelines with approximately 15.2 Bcf/d of transportation capacity and three natural gas storage facilities locatedmotor fuel. Also included 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 storagewholesale 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,transmix 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 primarilyterminals. Transmix is the mixture of various refined products (primarily gasoline and diesel) created in the northeast, midwestsupply chain (primarily in pipelines and southwestterminals) 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 Sunoco-branded motor fuel, supplying an extensive distribution network of approximately 5,474 Sunoco-branded company and third-party operated locations throughout the East Coast, Midwest, South Central and Southeast regions of the United States. Sunoco LP believes it is one of the largest independent motor fuel distributors of Chevron, Exxon and Valero branded motor fuel in the United States. In addition to distributing motor fuels, Sunoco Logistics owns interests in several product pipeline joint ventures.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 Logistics’ crude oilLP operations provide transportation, terminallingprimarily consist of fuel distribution and acquisitionmarketing.
Sunoco LP’s Fuel Distribution and Marketing Operations
Sunoco LP’s fuel distribution and marketing services to crudeoperations are conducted by the following consolidated subsidiaries:
•
Sunoco, LLC (“Sunoco LLC”), a Delaware limited liability company, primarily distributes motor fuel in 30 states throughout the East Coast, Midwest, South Central and Southeast regions of the United States. Sunoco LLC also processes transmix and distributes refined product through its terminals in Alabama, Texas, Arkansas and New York;
•
Sunoco Retail LLC (“Sunoco Retail”), a Pennsylvania limited liability company, owns and operates retail stores that sell motor fuel and merchandise primarily in New Jersey;
•
Aloha Petroleum LLC, a Delaware limited liability company, distributes motor fuel and operates terminal facilities on the Hawaiian Islands; and
•
Aloha Petroleum, Ltd. (“Aloha”), a Hawaii corporation, owns and operates retail stores on the Hawaiian Islands.
Sunoco LP purchases motor fuel primarily from independent refiners and major oil marketscompanies and distributes it across more than 30 states throughout the southwest, midwestEast Coast, Midwest, South Central and northeasternSoutheast regions of the 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-partyHawaii to approximately:
•
75 company owned and operated retail stores;
•
537 independently operated consignment locations where Sunoco LP sells motor fuel to customers under commission agent arrangements with such operators;
•
6,742 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
2,581 other commercial customers, including unbranded convenience stores, other fuel distributors, school districts and municipalities and other industrial customers.
Sunoco LP’s Other Operations
Sunoco LP’s other operations include retail operations in Hawaii and New Jersey, credit card services and franchise royalties.
Investment in USAC
The following details the assets of USAC:
USAC’s modern, standardized compression unit fleet is powered primarily by the Caterpillar, Inc.’s 3400, 3500 and 3600 engine classes, which range from 401 to service crude oil markets principally5,000 horsepower per unit. These larger horsepower units, which USAC defines as 400 horsepower per unit or greater, represented 86.2% of its total fleet horsepower (including compression units on order) as of December 31, 2019. In addition, a portion of its fleet consists of smaller horsepower units ranging from 40 horsepower to 399 horsepower that are primarily used in gas lift applications.

The following table provides a summary of USAC’s compression units by horsepower as of December 31, 2019:
Unit Horsepower Fleet Horsepower Number of Units 
Horsepower on Order (1)
 Number of Units on Order Total Horsepower Total Number of Units
Small horsepower            
<400 516,674
 3,031
 —
 —
 516,674
 3,031
             
Large horsepower            
>400 and <1,000 426,384
 730
 9,000
 15
 435,384
 745
>1,000 2,739,910
 1,690
 47,500
 19
 2,787,410
 1,709
Total large horsepower 3,166,294
 2,420
 56,500
 34
 3,222,794
 2,454
Total horsepower 3,682,968
 5,451
 56,500
 34
 3,739,468
 5,485
(1)
As of December 31, 2019, USAC had 56,500 large horsepower compression units on order for delivery during 2020.
All Other
The following details the significant assets in the mid-continent United States.“All Other” segment.
Sunoco Logistics’ NGLs operations transport, store,Contract Services Operations
We own 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 operatesoperate a fleet of equipment used to provide treating services, such as carbon dioxide and hydrogen sulfide removal, natural gas cooling, dehydration and BTUBtu management. Our contract treating services are primarily located in Texas, Louisiana and Arkansas.
ETP is involvedCompression
We own DDT, which provides compression services to customers engaged in the transportation of natural gas, including our subsidiaries in other segments.
Natural Resources Operations
Our Natural Resources operations primarily involve the management and leasing of coal and natural resources properties and the relatedsubsequent collection of royalties. ETPWe also earnsearn 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. Theseroyalties and from coal transportation, or wheelage fees. As of December 31, 2019, we owned or controlled approximately 762 million tons of proven and probable coal reserves in central and northern Appalachia, properties in eastern Kentucky, 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.
Canadian Operations
Our Canadian operations, alsowhich were acquired in the SemGroup acquisition, include Coal Handling,a 51% ownership interest in SemCAMS, which owns and operates end-user coal handling facilities.
ETP also owns PEI Power Corp.natural gas processing and PEI Power II, which owngathering facilities in Alberta, Canada. The Canadian operations assets include four sour natural gas processing plants and operatetwo sweet natural gas processing plants that have a facility in Pennsylvania that generatescombined operating capacity of 1,290 MMcf/d and a totalnetwork of 75 megawattsapproximately 848 miles of electrical power.natural gas gathering and transportation pipelines. The principal process performed at the processing plants is to remove contaminants and render the gas saleable to downstream pipelines and markets.
Investment in Sunoco LPInterstate Transportation and Storage
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 includedThe following details our pipelines in the wholesale operations are transmix processing plantsinterstate transportation and refined products terminals. Transmix isstorage segment:
Description of Assets Ownership Interest Miles of Natural Gas Pipeline 
Pipeline Throughput Capacity
(Bcf/d)
 
Working Gas Capacity
(Bcf/d)
Florida Gas Transmission 50% 5,362
 3.5
 —
Transwestern Pipeline 100% 2,614
 2.1
 —
Panhandle Eastern Pipe Line (1)
 100% 6,402
 2.8
 73.4
Trunkline Gas Company 100% 2,231
 0.9
 13.0
Tiger Pipeline 100% 197
 2.4
 —
Fayetteville Express Pipeline 50% 185
 2.0
 —
Sea Robin Pipeline 100% 785
 2.0
 —
Stingray Pipeline 100% 302
 0.40
 —
Rover Pipeline 32.6% 713
 3.25
 —
Midcontinent Express Pipeline 50% 512
 1.8
 —
Gulf States 100% 10
 0.1
 —
(1)
Natural gas storage assets are owned by Southwest Gas.
The following information describes our principal interstate transportation and storage assets:
Florida Gas Transmission Pipeline (“FGT”) has mainline capacity of 3.5 Bcf/d and approximately 5,362 miles of pipelines extending from south Texas through 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 EastGulf Coast Midwest and Southeast regionsregion of the United States includingto 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 approximately 235 company operated Sunoco-branded locations in Texas. Sunoco LP believes it is one60% of the largestnatural gas consumed in the state. In addition, FGT’s system operates and maintains multiple 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 motor fuel distributorspower producers, industrial end-users and local distribution companies. FGT is owned by gallonsCitrus, a 50/50 joint venture with KMI.
Transwestern Pipeline transports natural gas supply from 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. The system has bi-directional capabilities and can access Texas and Midcontinent natural gas market hubs, as well as major western markets in Arizona, Nevada and California.  Transwestern’s customers include local distribution companies, producers, marketers, electric power generators and industrial end-users.
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. Panhandle contracts for over 73 Bcf of natural gas storage.
Trunkline Gas Company’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. Trunkline has one natural gas storage field located in Louisiana.
Tiger Pipeline is a bi-directional system that extends through the heart of the largest distributorsHaynesville Shale and ends near Delhi, Louisiana, interconnecting with multiple interstate pipelines.
Fayetteville Express Pipeline originates near Conway County, Arkansas and continues eastward to Panola County, Mississippi with multiple pipeline interconnections along the route.  Fayetteville Express Pipeline is owned by a 50/50 joint venture with KMI.
Sea Robin Pipeline’s system consists of Chevron, Exxon, and Valero branded motor fueltwo offshore Louisiana natural gas supply pipelines extending 120 miles into the Gulf of Mexico.
Stingray Pipeline is an interstate natural gas pipeline system with related assets located in the United States. In additionwestern Gulf of Mexico and Johnson Bayou, Louisiana.

Rover Pipeline is a large diameter pipeline with total capacity to distributing motor fuels, Sunoco LP also distributestransport 3.25 Bcf/d natural gas from processing plants in West Virginia, Eastern Ohio and Western Pennsylvania for delivery to other petroleum products such as propanepipeline interconnects in Ohio 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 itMichigan, where the gas is delivered for distribution to markets across more than 30 states throughout the East Coast, Midwest and Southeast regions of the United States, as well as Hawaii to approximately:Ontario, Canada.
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,Midcontinent Express Pipeline originates near Bennington, Oklahoma and Louisiana. Each store offerstraverses 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 customized merchandise mix based on local customer demand and preferences. Sunoco LP has built approximately 255 large-format convenience stores50/50 joint venture with KMI, the operator of the system.
Gulf States Transmission is a 10-mile interstate pipeline that extends 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 intendHarrison County, Texas 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.Caddo Parish, Louisiana.
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 LNGRegasification Facility
Lake Charles LNG, providesour wholly-owned subsidiary, owns a LNG import terminal services for shippers by receivingand 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 send out capacity of 1.8 Bcf/d.
Liquefaction Project
LCL, our wholly-owned subsidiary, is in the process of developing an LNG liquefaction project at the facility for storage and delivering such LNG to shippers, either in liquid state or gaseous state after regasification.site of our Lake Charles LNG derives allimport terminal and regasification facility. The liquefaction facility would be constructed on 440 acres of its revenue from a seriesland, of long term contracts with a wholly-owned subsidiary of BG Group plc (“BG”).
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. The liquefaction project is currently developingexpected to consist of three LNG trains with a combined design nameplate outlet capacity of 16.45 metric tonnes per annum. Once completed, the liquefaction project will enable LCL to liquefy domestically produced natural gas and export it as LNG. On June 18, 2017, LCL signed a memorandum of understanding with Korea Gas Corporation and Shell to study the feasibility of a joint development of the Lake Charles liquefaction facility with BGproject. LCL and Shell are actively involved in a variety of activities related to the development of the project. LCL has also been marketing LNG offtake to numerous potential customers in Asia and Europe.
In December 2019, ET announced a comprehensive commercial tender package which was issued to engineering, procurement and construction contractors to submit final bids for the export of LNG. In December 2015,proposed Lake Charles LNG received authorization from the FERCliquefaction project being developed with Shell US LNG, LLC. The commercial bids are expected 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 announcedbe received in the second quarter of 2016 that they2020.
The export of LNG produced by the liquefaction project from the United States would be undertaken under long-term export authorizations issued by the DOE to LCL. In March 2013, LCL obtained a DOE authorization to export LNG to countries with which the United States has or will delay making a final investment decisionhave Free Trade Agreements (“FID”FTA”) for trade in natural gas (the “FTA Authorization”).  In July 2016, LCL also 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 addition, LCL received its wetlands permits from the United States 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 project and Shell has not advised LCL of any changefacilities.
Midstream
The following details our assets in the statusmidstream segment:
Description of Assets
Net Gas Processing Capacity
(MMcf/d)
South Texas Region:
Southeast Texas System410
Eagle Ford System1,920
Ark-La-Tex Region1,442
North Central Texas Region700
Permian Region2,740
Midcontinent Region1,385
Eastern Region200

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 ETC Katy Pipeline and is also connected to the Oasis Pipeline. The Southeast Texas System includes two natural gas processing plants (La Grange and Alamo) with aggregate capacity of 410 MMcf/d. The La Grange and Alamo processing plants are natural gas processing plants that process the rich gas that flows through our gathering system to produce residue gas and NGLs. Residue gas is delivered into our intrastate pipelines and NGLs are delivered into our NGL pipelines to Lone Star.
Our treating facilities remove carbon dioxide and hydrogen sulfide from natural gas gathered into our 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 our 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 1.92 Bcf/d. Our Chisholm, Kenedy, Jackson and King Ranch processing plants are connected to our intrastate transportation pipeline systems for deliveries of residue gas and are also connected with our NGL pipelines for delivery of NGLs to Lone Star.
Ark-La-Tex Region:
Our 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. Our Northern Louisiana assets include the Bistineau, Creedence, and Tristate Systems, which collectively include three natural gas treating facilities, with aggregate capacity of 1.4 Bcf/d.
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, a 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 an NGL pipeline that provides connections to the Mont Belvieu market for NGLs produced from our processing plants. Collectively, the ten natural gas processing facilities (Dubach, Dubberly, Lisbon, Salem, Elm Grove, Minden, Ada, Brookeland, Lincoln Parish and Mt. Olive) have an aggregate capacity of 1.3 Bcf/d.
Through the gathering and processing systems described above and their interconnections with RIGS in north Louisiana, as well as other pipelines, we offer 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. Our North Central Texas assets include our Godley and Crescent plants, which process rich gas produced from the Barnett Shale and STACK play, with aggregate capacity of 700 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 project. Inproximity of our system to the eventWaha Hub, the Waha Gathering System has a variety of market outlets for the natural gas that each of LCLwe gather and Shell elect to make an affirmative FID, constructionprocess, including several major interstate and intrastate pipelines serving California, the midcontinent region of the project would be expected to commence promptly thereafterUnited States and first LNG exports would commence about four years later.Texas natural gas markets. The NGL market outlets includes Lone Star’s liquids pipelines. The Permian Basin Gathering System includes eleven processing facilities (Waha, Coyanosa, Red Bluff, Halley, Jal, Keyston, Tippet, Orla, Panther, Rebel and Arrowhead) with an aggregate processing capacity of 2.4 Bcf/d and one natural gas conditioning facility with aggregate capacity of 200 MMcf/d.
We own a 50% membership interest in Mi Vida JV, a joint venture which owns a 200 MMcf/d cryogenic processing plant in West Texas. We operate the plant and related facilities on behalf of Mi Vida JV.

Asset OverviewWe own a 50% 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.
Investment in ETPMidcontinent Region:
The descriptions below include summaries of significant assets within ETP’s operations. Amounts, such as capacities, volumes and miles includedMidcontinent Systems are located in two large natural gas producing regions in the descriptions belowUnited States, the Hugoton Basin in southwest Kansas, and the Anadarko Basin in western Oklahoma and the Texas Panhandle and the STACK in central Oklahoma. These mature basins have continued to provide generally long-lived, predictable production volume. Our Midcontinent assets are approximateextensive systems that gather, compress and dehydrate low-pressure gas. The Midcontinent Systems include sixteen natural gas processing facilities (Mocane, Beaver, Antelope Hills, Woodall, Wheeler, Sunray, Hemphill, Phoenix, Hamlin, Spearman, Red Deer, Lefors, Cargray, Gray, Rose Valley, and Hopeton) with an aggregate capacity of approximately 1.4 Bcf/d.
We operate our Midcontinent Systems at low pressures to maximize the total throughput volumes from the connected wells. Wellhead pressures are based on information currently available; such amountstherefore adequate to allow for flow of natural gas into the gathering lines without the cost of wellhead compression.
We also own 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 subjectlocated in eleven counties in Pennsylvania, four counties in Ohio, three counties in West Virginia, and gather natural gas from the Marcellus and Utica basins. Our Eastern Region assets include approximately 600 miles of natural gas gathering pipeline, natural gas trunklines, fresh-water pipelines, and nine gathering and processing systems, as well as the 200 MMcf/d Revolution processing plant, which feeds into our Mariner East and Rover pipeline systems.
We also own a 51% membership interest in Aqua – ETC Water Solutions LLC, a joint venture that transports and supplies fresh water to change based on future events or additional information.natural gas producers drilling in the Marcellus Shale in Pennsylvania.
We own a 75% membership interest in ORS. On behalf of ORS, we operate its Ohio Utica River System, which consists of 47 miles of 36-inch, 13 miles of 30-inch and 3 miles of 24-inch gathering trunklines, that delivers up to 3.6 Bcf/d to Rockies Express Pipeline, Texas Eastern Transmission, Leach Xpress, Rover and DEO TPL-18.

NGL and Refined Products Transportation and Services
The following details the assets in ETP’s operations:
Intrastate Transportationour NGL and Storage
The following details pipelines and storage facilities in ETP’s intrastaterefined products transportation and storage operations:services segment:
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
 —
Description of Assets 
Miles of Liquids Pipeline (2)
 
NGL Fractionation / Processing Capacity
(MBbls/d)
 
Working Storage Capacity
(MBbls)
Liquids Pipelines:      
Lone Star Express 535
 —
 —
West Texas Gateway Pipeline 512
 —
 —
Lone Star 1,617
 —
 —
Mariner East 670
 —
 —
Mariner South 97
 —
 —
Mariner West 395
 —
 —
White Cliffs Pipeline(3)
 527
 —
 —
Other NGL Pipelines 162
 —
 —
Liquids Fractionation and Services Facilities:      
Mont Belvieu Facilities 182
 790
 50,000
Sea Robin Processing Plant(1)
 —
 26
 —
Refinery Services(1)
 103
 35
 —
Hattiesburg Storage Facilities —
 —
 3,000
Cedar Bayou —
 —
 1,600
NGL Terminals:      
Nederland —
 —
 1,200
Marcus Hook Industrial Complex —
 132
 6,000
Inkster —
 —
 860
Refined Products Pipelines: 
 
 
    Eastern region pipelines 957
 —
 —
    Midcontinent region pipelines 349
 —
 —
    Southwest region pipelines 876
 —
 —
    Inland Pipeline 581
 —
 —
    JC Nolan Pipeline 502
 —
 —
Refined Products Terminals:      
Eagle Point —
 —
 7,000
Marcus Hook Industrial Complex —
 —
 1,000
Marcus Hook Tank Farm —
 —
 2,000
Marketing Terminals —
 —
 8,000
JC Nolan Terminal —
 —
 134
(1)
Additionally, the Sea Robin Processing Plant and Refinery Services have residue capacities of 850 MMcf/d and 54 MMcf/d, respectively.
(2)
Miles of pipeline as reported to PHMSA.
(3)
The White Cliffs Pipeline consists of two parallel, 12-inch common carrier pipelines: one crude oil pipeline and one NGL pipeline.
The following information describes ETP’sour principal intrastateNGL and refined products transportation and storageservices assets:
The ET FuelLone Star Express System serves someis an interstate NGL pipeline consisting of 24-inch and 30-inch long-haul transportation pipeline, with throughput capacity of approximately 500 MBbls/d, 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. An expansion of the most prolificpipeline is currently underway, which will add approximately 400 MBbls/d of NGL pipeline capacity from Lone Star’s pipeline system near Wink, Texas to the Lone Star Express 30-inch pipeline south of Fort Worth, Texas. It is expected to be in service by the fourth quarter of 2020.
The West Texas Gateway Pipeline transports NGLs produced in the Permian and Delaware Basins and the Eagle Ford Shale to Mont Belvieu, Texas and has a throughput capacity of approximately 240 MBbls/d.
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, began service in December 2018. The Mariner East pipeline has a throughput capacity of approximately 345 MBbls/d.
The Mariner South liquids pipeline delivers export-grade propane and butane products from Lone Star’s Mont Belvieu, Texas storage and fractionation complex to our marine terminal in Nederland, Texas and has a throughput capacity of approximately 200 MBbls/d.
The Mariner West pipeline provides transportation of ethane from the Marcellus shale processing and fractionating areas in Houston, Pennsylvania to Marysville, Michigan and the Canadian border and has a throughput capacity of approximately 50 MBbls/d.
•
The White Cliffs NGL pipeline, which we have 51% ownership interest in and which was acquired by ET in the SemGroup acquisition and contributed to ETO in January 2020, transports NGLs produced in the DJ Basin to Cushing, where it interconnects with the Southern Hills Pipeline to move NGLs to Mont Belvieu, Texas and has a throughput capacity of approximately 40 MBbls/d.
•
Other NGL pipelines include the 127-mile Justice pipeline with capacity of 375 MBbls/d, the 45-mile Freedom pipeline with a capacity of 56 MBbls/d, the 20-mile Spirit pipeline with a capacity of 20 MBbls/d and a 50% interest in the 87-mile Liberty pipeline with a capacity of 140 MBbls/d.
Our Mont Belvieu storage facility is an integrated liquids storage facility with approximately 50 MMBbls of salt dome capacity providing 100% fee-based cash flows. The Mont Belvieu storage facility has access to multiple NGL and refined products pipelines, the Houston Ship Channel trading hub, and numerous chemical plants, refineries and fractionators.
•
Our Mont Belvieu fractionators handle NGLs delivered from several sources, including the Lone Star Express pipeline and the Justice pipeline. Fractionator VI was placed in service in February 2019, Fractionator VII was placed in service in the first quarter of 2020, and Fractionator VIII is currently under construction and is scheduled to be operational by the second quarter of 2021.
Sea Robin is a rich gas processing plant located on the Sea Robin Pipeline in southern Louisiana. The plant is connected to nine interstate and four intrastate residue pipelines, as well as various deep-water production areasfields.
Refinery Services consists of a refinery off-gas processing unit and an O-grade NGL fractionation / Refinery-Grade Propylene (“RGP”) splitting complex located along the Mississippi River refinery corridor in southern Louisiana.  The off-gas processing unit cryogenically processes refinery off-gas, and the fractionation / RGP splitting complex fractionates the streams into higher value components.  The O-grade fractionator and RGP splitting complex, located in Geismar, Louisiana, is connected by approximately 103 miles of pipeline to the Chalmette processing plant, which has a processing capacity of 54 MMcf/d.
The Hattiesburg storage facility is an integrated liquids storage facility with approximately 3 MMBbls of salt dome capacity, providing 100% fee-based cash flows.
•
The Cedar Bayou storage facility is an integrated liquids storage facility with approximately 1.6 MMBbls of tank storage, generating revenues from fixed fee storage contracts, throughput fees, and revenue from blending butane into refined gasoline.
The Nederland terminal, in addition to crude oil activities, also provides approximately 1.2 MMBbls of storage and distribution services for NGLs in connection with the Mariner South pipeline, which provides transportation of propane and butane products from the Mont Belvieu region to the Nederland terminal, where such products can be exported via ship.
The Marcus Hook Industrial Complex includes fractionation, terminalling and storage assets, with a capacity of approximately 2 MMbbls of NGL storage capacity in underground caverns, 4 MMbbls of above-ground refrigerated storage, and related commercial agreements. The terminal has a total active refined products storage capacity of approximately 1 MMbbls. The facility can receive NGLs and refined products via marine vessel, pipeline, truck and rail, and can deliver via marine vessel,

pipeline and truck. In addition to providing NGL storage and terminalling services to both affiliates and third-party customers, the Marcus Hook Industrial Complex currently serves as an off-take outlet for our Mariner East 1 pipeline system.
•
The Inkster terminal, located near Detroit, Michigan, consists of multiple salt caverns with a total storage capacity of approximately 860 MBbls of NGLs. We use 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.
The Eastern region refined products pipelines consist of approximately 615 miles of 6-inch to 16-inch diameters refined product pipelines in Eastern, Central and North Central Pennsylvania, approximately 162 miles of 8-inch refined products pipeline in western New York and approximately 180 miles of various diameters refined products pipeline in New Jersey (including 80 miles of the 16-inch diameter Harbor Pipeline).
The midcontinent region refined products pipelines primarily consist of approximately 296 miles of 3-inch to 12-inch refined products pipelines in Ohio and approximately 53 miles of 6-inch and 8-inch refined products pipeline in Michigan.
The Southwest region refined products pipelines are located in Eastern Texas and consist primarily of approximately 876 miles of 8-inch diameter refined products pipeline.
The Inland refined products pipeline is approximately 580 miles of pipeline in Ohio, consisting of 72 miles of 12-inch diameter refined products pipeline in Northwest Ohio, 206 miles of 10-inch diameter refined products pipeline in vicinity of Columbus, Ohio, 135 miles of 8-inch diameter refined products pipeline in western Ohio, and 168 miles of 6-inch diameter refined products pipeline in Northeast Ohio.
The JC Nolan Pipeline is a joint venture between a wholly-owned subsidiary of the Partnership and a wholly-owned subsidiary of Sunoco LP, which transports diesel fuel from a tank farm in Hebert, Texas to Midland, Texas, and was placed into service in July 2019 and has a throughput capacity of approximately 36 MBbls/d.
•
We have approximately 35 refined products terminals with an aggregate storage capacity of approximately 8 MMBbls that facilitate the movement of refined products to or from storage or transportation systems, such as a pipeline, to other transportation systems, such as trucks or other pipelines. Each facility typically consists of multiple storage tanks and is equipped with automated truck loading equipment that is operational 24 hours a day.
•
In addition to crude oil service, the Eagle Point terminal can accommodate three marine vessels (ships or barges) to receive and deliver refined products to outbound ships and barges. The tank farm has a total active refined products storage capacity of approximately 7 MMBbls, and provides customers with access to the facility via ship, barge and pipeline. The terminal can deliver via ship, barge, truck or pipeline, providing customers with access to various markets. The terminal generates revenue primarily by charging fees based on throughput, blending services and storage.
•
The Marcus Hook Tank Farm has a total refined products storage capacity of approximately 2 MMBbls of refined products storage. The terminal receives and delivers refined products via pipeline and primarily provides terminalling services to support movements on our refined products pipelines.
•
The JC Nolan Terminal, located in Midland, Texas, is a joint venture between a wholly-owned entity of the Partnership and wholly-owned entity of Sunoco LP, which provides diesel fuel storage that was placed into service in August 2019.
•
This segment also includes the following joint ventures: 15% membership interest in the Explorer Pipeline Company, a 1,850-mile pipeline which originates from refining centers in Beaumont, Port Arthur, and Houston, Texas and extends to Chicago, Illinois; 31% membership interest in the Wolverine Pipe Line Company, a 1,055-mile pipeline that originates from Chicago, Illinois and extends to Detroit, Grand Haven, and Bay City, Michigan; 17% membership interest in the West Shore Pipe Line Company, a 650-mile pipeline which originates in Chicago, Illinois and extends to Madison and Green Bay, Wisconsin; a 14% membership interest in the Yellowstone Pipe Line Company, a 710-mile pipeline which originates from Billings, Montana and extends to Moses Lake, Washington.

Crude Oil Transportation and Services
The following details our pipelines and terminals in its crude oil transportation and services operations:
Description of Assets Ownership Interest 
Miles of Crude Pipeline (1)
 Working Storage Capacity
(MBbls)
Dakota Access Pipeline 36.40% 1,172
 —
Energy Transfer Crude Oil Pipeline 36.40% 744
 —
Bayou Bridge Pipeline 60% 212
 —
Permian Express Pipelines 87.7% 1,712
 —
Wattenberg Oil Trunkline 100% 75
 360
White Cliffs Pipeline(2)
 51% 527
 100
Maurepas Pipeline 51% 106
 —
Other Crude Oil Pipelines 100% 6,222
 —
Nederland Terminal 100% —
 29,000
Fort Mifflin Terminal 100% —
 3,175
Eagle Point Terminal 100% —
 1,300
Midland Terminal 100% —
 2,000
Marcus Hook Industrial Complex 100% —
 1,000
Houston Terminal 100% —
 18,200
Cushing Facility 100% —
 7,600
Patoka, Illinois Terminal 87.7% —
 2,000
(1)
Miles of pipeline as reported to PHMSA.
(2)
The White Cliffs Pipeline consists of two parallel, 12-inch common carrier crude oil pipelines: one crude oil pipeline and one NGL pipeline.
Our crude oil operations consist of an integrated set of pipeline, terminalling, trucking and acquisition and marketing assets that service the movement of crude oil from producers to end-user markets. The following details our assets in the crude oil transportation and services segment:
Crude Oil Pipelines
Our crude oil pipelines consist of approximately 10,770 miles of crude oil trunk and gathering pipelines in the southwest, northwest and midwest United States, including our wholly-owned interests in West Texas Gulf, Permian Express Terminal LLC, Mid-Valley and Wattenberg Oil Trunkline. Additionally, we have equity ownership interests in two crude oil pipelines. Our crude oil 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. Our crude oil pipelines also deliver to and connect with other pipelines that deliver crude oil to a number of intrastaterefineries.
•
Bakken Pipeline. Dakota Access and ETCO are collectively referred to as the “Bakken Pipeline.” The Bakken Pipeline is a 1,916 mile pipeline with capacity of 570 MBbls/d, that transports domestically produced crude oil from the Bakken/Three Forks production areas in North Dakota to a storage and terminal hub outside of Patoka, Illinois, or to gulf coast connections including our crude terminal in Nederland Texas.
The pipeline transports light, sweet crude oil from North Dakota to major refining markets in the Midwest and Gulf Coast regions.
Dakota Access went into service on June 1, 2017 and consists of approximately 1,172 miles of 12, 20, 24 and 30-inch diameter pipeline traversing North Dakota, South Dakota, Iowa and Illinois. Crude oil transported on the Dakota Access originates at six terminal locations in the North Dakota counties of Mountrail, Williams and McKenzie. The pipeline delivers the crude oil to a hub outside of Patoka, Illinois where it can be delivered to the ETCO Pipeline for delivery to the Gulf Coast, or can be transported via other pipelines to refining markets throughout the Midwest.

ETCO went into service on June 1, 2017 and consists of approximately 675 miles of mostly 30-inch converted natural gas pipeline and related natural gas storage facilities. The ET Fuel System69 miles of new 30-inch pipeline from Patoka, Illinois to Nederland, Texas, where the crude oil can be refined or further transported to additional refining markets.
•
Bayou Bridge Pipeline. The Bayou Bridge Pipeline is a joint venture between ETO and Phillips 66, in which ETO has a 60% ownership interest and serves as the operator of the pipeline. Phase I of the pipeline, which consists of a 30-inch pipeline from Nederland, Texas to Lake Charles, Louisiana, went into service in April 2016. Phase II of the pipeline, which consists of 24-inch pipe from Lake Charles, Louisiana to St. James, Louisiana, which went into service in March 2019.
With the completion of Phase II, Bayou Bridge Pipeline has many interconnections with pipelines providing direct access to power plants, other intrastatea capacity of approximately 480 MBbls/d of light and interstate pipelines, and has bi-directional capabilities. It is strategically located near high-growth production areas and provides accessheavy crude oil from different sources to the Waha Hub near Midland, Texas,St. James crude oil hub, which is home to important refineries located in the Katy Hub near Houston, Texas and the Carthage Hub in East Texas, the three major natural gas trading centers in Texas.Gulf Coast region.
•
Permian Express Pipelines. The Permian Express pipelines are part of the PEP joint venture and include Permian Express 1, Permian Express 2, Permian Express 3, Permian Express 4, which became operational in May 2019, Permian Longview and Louisiana Access pipelines, as well as the Longview to Louisiana and Nederland Access pipelines contributed to this joint venture by ExxonMobil. These pipelines are comprised of crude oil trunk pipelines and crude oil gathering pipelines in Texas and Oklahoma and provide takeaway capacity from the Permian Basin, which origins in multiple locations in Western Texas.
•
White Cliffs Pipeline. White Cliffs Pipeline, which was acquired by ET in the SemGroup acquisition and contributed to ETO in January 2020, owns a12-inch common carrier, crude oil pipeline, with a throughput capacity of 100 MBbls/d, that transports crude oil from Platteville, Colorado to Cushing, Oklahoma.
•
Maurepas Pipeline. The Maurepas Pipeline, which was acquired by ET in the SemGroup acquisition and contributed to ETO in January 2020, consists of three pipelines, with an aggregate throughput capacity of 460 MBbls/d, which service refineries in the Gulf Coast region.
•
Other Crude Oil pipelines include the Mid-Valley pipeline system which originates in Longview, Texas and passes through Louisiana, Arkansas, Mississippi, Tennessee, Kentucky and Ohio and terminates in Samaria, Michigan. This pipeline provides crude oil to a number of refineries, primarily in the Midwest United States.
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, we own 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 ET Fuel System is integrated with ETP’s Godley processing plantEnbridge pipeline system for delivery to refineries located in Toledo, Ohio and to MPLX’s Samaria, Michigan tank farm, which gives ETPsupplies its Marathon Petroleum Corporation’s refinery in Detroit, Michigan.
We also own and operate crude oil pipeline and gathering systems in Oklahoma and Kansas. We have the ability to bypassdeliver substantially all of the plant when processing marginscrude oil gathered on our Oklahoma and Kansas systems to Cushing. We are unfavorableone of the largest purchasers of crude oil from producers in the area, and our crude oil acquisition and marketing activities business is the primary shipper on our Oklahoma crude oil system.
Crude Oil Terminals
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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, petrochemicals and bunker oils (used for fueling ships and other marine vessels). The terminal currently has a total storage capacity of approximately 29 MMBbls in approximately 150 above ground storage tanks with individual capacities of up to 660 MBbls.
The Nederland terminal can receive crude oil at four of its five ship docks and four barge berths. The four ship docks are capable of receiving over 2 MMBbls/d of crude oil. In addition to our 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 caverns near Winnie, Texas, which have an aggregate storage capacity of approximately 395 MMBbls.
The Nederland Terminal can deliver crude oil and other petroleum products via pipeline, barge and ship. The terminal has three 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 MMBbls/d of crude oil to our crude oil pipelines or a number of third-party pipelines including the DOE. The Nederland terminal generates crude oil revenues primarily by blendingproviding 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 575 MBbls. Crude oil and some refined products enter the untreated natural gasFort Mifflin terminal primarily from the North Texas System with natural gasmarine vessels on the ET Fuel System while continuingDelaware River. One Fort Mifflin dock is designed to meet pipeline quality specifications.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 Oasis PipelineHog Island wharf 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 connectslocated next 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 gasFort Mifflin terminal on the Southeast Texas System to other third-party supplyDelaware River and market pointsreceives crude oil via two ship docks, one of which can accommodate crude oil tankers 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 Texassmaller crude oil vessels, and the western Gulfother of Mexico, andwhich can accommodate some smaller crude oil vessels.
The Darby Creek tank farm is directly connected to major gas distribution, electric and industrial load centers in Houston, Corpus Christi, Texas City and other cities located alonga primary crude oil storage terminal for 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 storagePhiladelphia refinery. This facility has a total working gasstorage capacity of approximately 52.5 Bcf, a peak withdrawal rate of 1.3 Bcf/d2.6 MMBbls. Darby Creek receives crude oil from the Fort Mifflin terminal and a peak injection rate of 0.6 Bcf/d.Hog Island wharf via our pipelines. The Bammel storage facility is located neartank farm then stores the Houston Ship Channel market areacrude oil and transports it to the Katy Hub,PES refinery via our 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 1.3 MMBbls and can receive crude oil via barge and rail and deliver via ship and barge, providing customers with access to various markets. The terminal generates revenue primarily by charging fees based on throughput, blending services and storage.
•
Midland. The Midland terminal is located in Midland, Texas and was acquired in November 2016 from Vitol. The facility includes approximately 2 MMBbls of crude oil storage, a combined 20 lanes of truck loading and unloading, and provides access to the Permian Express 2 transportation system.
•
Marcus Hook Industrial Complex. The Marcus Hook Industrial Complex can receive crude oil via marine vessel and can deliver via marine vessel and pipeline. The terminal has a total active crude oil storage capacity of approximately 1 MMBbls.
•
Patoka, Illinois Terminal. The Patoka, Illinois terminal is a tank farm and was contributed by ExxonMobil to the PEP joint venture and is located in Marion County, Illinois. The facility includes 234 acres of owned land and provides for approximately 2 MMBbls of crude oil storage.
•
Houston Terminal. The Houston Terminal, which was acquired by ET in the SemGroup acquisition and contributed to ETO in February 2020, consists of storage tanks located on the Houston Ship Channel with an aggregate storage capacity of 18.2 MMBbls used to store, blend and transport refinery products and refinery feedstocks via pipeline, barge, rail, truck and ship. This facility has five deep-water ship docks on the Houston Ship Channel capable of loading and unloading Suezmax cargo vessels and seven barge docks which can accommodate 23 barges simultaneously, three crude oil pipelines connecting to four refineries and numerous rail and truck loading spots.
•
Cushing Facilities. The Cushing Facility, which was acquired by ET in the SemGroup acquisition and contributed to ETO in January 2020, has approximately 7.6 MMBbls crude oil storage, of which 5.6 MMBbls are leased to customer and 2.0 MMBbls are available for crude oil operations, blending and marketing activities. The storage terminal has inbound connections with the White Cliffs Pipeline from Platteville, Colorado, the Great Salt Plains Pipeline from Cherokee, Oklahoma, the Cimarron Pipeline from Boyer, Kansas, and two-way connections with all of the other major storage terminals in Cushing. The Cushing terminal also includes truck unloading facilities.
Crude Oil Acquisition and is ideally suited to provide a physical backup for on-systemMarketing
Our crude oil acquisition and off-system customers. As of December 31, 2016, ETP hadmarketing operations are conducted using our assets, which include approximately 10.8 Bcf committed under fee-based arrangements with third parties575 crude oil transport trucks, 360 trailers and approximately 36.9 Bcf stored in the facility for ETP’s own account.
The East Texas Pipeline connects three treating150 crude oil truck unloading facilities, one of which ETP owns, with our Southeast Texas System. The East Texas pipeline serves producers in Eastas well as third-party truck, rail 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.marine assets.
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
The following details our pipelines in the interstate transportation and storage segment:
Description of Assets Ownership Interest
(%)		 Miles of Natural Gas Pipeline 
Pipeline Throughput Capacity
(Bcf/d)
 
Working Gas Capacity
(Bcf/d)
 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
 —
Florida Gas Transmission 50% 5,362
 3.5
 —
Transwestern Pipeline 100% 2,600
 2.1
 —
 100% 2,614
 2.1
 —
Panhandle Eastern Pipe Line(1) 100% 6,000
 2.8
 83.9
 100% 6,402
 2.8
 73.4
Trunkline Gas Pipeline 100% 2,000
 0.9
 13.0
Trunkline Gas Company 100% 2,231
 0.9
 13.0
Tiger Pipeline 100% 195
 2.4
 —
 100% 197
 2.4
 —
Fayetteville Express Pipeline 50% 185
 2.0
 —
 50% 185
 2.0
 —
Sea Robin Pipeline 100% 1,000
 2.0
 —
 100% 785
 2.0
 —
Stingray Pipeline 100% 302
 0.40
 —
Rover Pipeline 32.6% 713
 3.25
 —
Midcontinent Express Pipeline 50% 500
 1.8
 —
 50% 512
 1.8
 —
Gulf States 100% 10
 0.1
 —
 100% 10
 0.1
 —
(1)
Natural gas storage assets are owned by Southwest Gas.
The following information describes ETP’sour principal interstate transportation and storage assets:
The Florida Gas Transmission Pipeline (“FGT”) is an open-access interstate pipeline system with ahas mainline capacity of 3.13.5 Bcf/d and approximately 5,3255,362 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%approximately 60% of the natural gas consumed in the state. In addition, FGT’s system operates and maintains over 81multiple 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, industrialsindustrial end-users and local distribution companies. FGT is owned by Citrus, a 50/50 joint venture between ETP andwith KMI.
The Transwestern Pipeline is an open-access interstatetransports natural gas pipeline extendingsupply 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;Mexico, the San Juan Basin in northwestern New Mexico and southern Colorado;Colorado, and the Anadarko Basin in the Texas and Oklahoma panhandles. Natural gas sources from the San Juan BasinThe system has bi-directional capabilities and surrounding producing areas can be delivered eastward toaccess Texas intrastate and mid-continent connecting pipelines andMidcontinent natural gas market hubs, as well as westward tomajor western 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. Panhandle contracts for over 73 Bcf of natural gas storage.

The Trunkline Gas Pipeline’sCompany’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. Trunkline has one natural gas storage field located in Louisiana.
The Tiger Pipeline is an approximately 195-mile interstate natural gas pipeline witha bi-directional capabilities,system 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, interconnecting with interconnects to at least sevenmultiple interstate pipelines at various points in Louisiana.pipelines.
The Fayetteville Express Pipeline is an approximately 185-mile interstate natural gas pipeline that originates near Conway County, Arkansas and continues eastward through White County, Arkansas and terminates at an interconnect with Trunkline Gas Company into Panola County, Mississippi. TheMississippi with multiple pipeline interconnections along the route.  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 systemspipelines extending approximately 120 miles into the Gulf of Mexico.
The Stingray Pipeline is an interstate natural gas pipeline system with related assets located in the western Gulf of Mexico and Johnson Bayou, Louisiana.

Rover Pipeline is a large diameter pipeline with total capacity to transport 3.25 Bcf/d natural gas from processing plants in West Virginia, Eastern Ohio and Western Pennsylvania for delivery to other pipeline interconnects in Ohio and Michigan, where the gas is delivered for distribution to markets across the United States, as well as to Ontario, Canada.
Midcontinent Express Pipeline is an approximately 500-mile interstate pipeline stretching from southeastoriginates near Bennington, Oklahoma through northeast Texas,and traverses northern Louisiana and central Mississippi to an interconnect with the Transcontinental Gas Pipeline Systemsystem in Butler, Alabama.  The Midcontinent Express Pipeline is owned by a 50/50 joint venture with KMI.KMI, the operator of the system.
Gulf States ownsTransmission is a 10-mile interstate pipeline that extends from Harrison County, Texas to Caddo Parish, Louisiana.
Regasification Facility
Lake Charles LNG, our wholly-owned subsidiary, 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 send out capacity of 1.8 Bcf/d.
Liquefaction Project
LCL, our wholly-owned subsidiary, is in the process of developing an LNG liquefaction project at the site of our Lake Charles LNG import terminal and regasification facility. The liquefaction facility would 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. The liquefaction project is expected to consist of three LNG trains with a combined design nameplate outlet capacity of 16.45 metric tonnes per annum. Once completed, the liquefaction project will enable LCL to liquefy domestically produced natural gas and export it as LNG. On June 18, 2017, LCL signed a memorandum of understanding with Korea Gas Corporation and Shell to study the feasibility of a joint development of the Lake Charles liquefaction project. LCL and Shell are actively involved in a variety of activities related to the development of the project. LCL has also been marketing LNG offtake to numerous potential customers in Asia and Europe.
In December 2019, ET announced a comprehensive commercial tender package which was issued to engineering, procurement and construction contractors to submit final bids for the proposed Lake Charles LNG liquefaction project being developed with Shell US LNG, LLC. The commercial bids are expected to be received in the second quarter of 2020.
The export of LNG produced by the liquefaction project from the United States would be undertaken under long-term export authorizations issued by the DOE to LCL. In March 2013, LCL obtained a DOE authorization to export LNG to countries with which the United States has or will have Free Trade Agreements (“FTA”) for trade in natural gas (the “FTA Authorization”).  In July 2016, LCL also 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 addition, LCL received its wetlands permits from the United States 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.
Midstream
The following details our assets in the midstream operations:segment:
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
Description of Assets
Net Gas Processing Capacity
(MMcf/d)
South Texas Region:
Southeast Texas System410
Eagle Ford System1,920
Ark-La-Tex Region1,442
North Central Texas Region700
Permian Region2,740
Midcontinent Region1,385
Eastern Region200

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 TexasETC Katy Pipeline and is also connected to the Oasis Pipeline. The Southeast Texas System includes two natural gas processing plantplants (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’sour gathering system to produce residue gas and NGLs. Residue gas is delivered into our intrastate pipelines and NGLs are delivered into ETP’sour NGL pipelines to Lone Star.
ETP’sOur treating facilities remove carbon dioxide and hydrogen sulfide from natural gas gathered into ETP’sour 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’sour 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/1.92 Bcf/d. ETP’sOur Chisholm, Kenedy, Jackson and King Ranch processing plants are connected to itsour intrastate transportation pipeline systems for deliveries of residue gas and are also connected with ETP’sour NGL pipelines for delivery of NGLs to Lone Star.

Ark-La-Tex Region:
ETP’sOur 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’sOur 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/1.4 Bcf/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, a 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 an interstate NGL pipeline.pipeline that provides connections to the Mont Belvieu market for NGLs produced from our processing plants. Collectively, the eightten natural gas processing facilities (Dubach, Dubberly, Lisbon, Salem, Elm Grove, Minden, Ada, Brookeland, Lincoln Parish and Brookeland)Mt. Olive) have an aggregate capacity of 1,025 MMcf/1.3 Bcf/d.
Through the gathering and processing systems described above and their interconnections with RIGS in north Louisiana, ETP offersas well as other pipelines, we offer 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’sOur North Central Texas assets include itsour 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 1,120700 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 gatherswe gather and processes,process, including several major interstate and intrastate pipelines serving California, the mid-continentmidcontinent 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 teneleven processing facilities (Waha, Coyanosa, Red Bluff, Halley, Jal, Keyston, Tippet, Orla, Panther, Rebel and Rebel)Arrowhead) with an aggregate processing capacity of 1,418 MMcf/d, treating capacity of 1,580 MMcf/2.4 Bcf/d and one natural gas conditioning facility with aggregate capacity of 200 MMcf/d.
ETP ownsWe own a 50% membership interest in Mi Vida JV, a joint venture which owns a 200 MMcf/d cryogenic processing plant in West Texas. ETP operatesWe operate the plant and related facilities on behalf of Mi Vida JV.
ETP owns
We own a 33.33%50% 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-ContinentMidcontinent Region:
The Mid-ContinentMidcontinent 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.Panhandle and the STACK in central Oklahoma. These mature basins have continued to provide generally long-lived, predictable production volume. Our Mid-ContinentMidcontinent assets are extensive systems that gather, compress and dehydrate low-pressure gas. The Mid-ContinentMidcontinent Systems include fourteensixteen natural gas processing facilities (Mocane, Beaver, Antelope Hills, Woodall, Wheeler, Sunray, Hemphill, Phoenix, Hamlin, Spearman, Red Deer, Lefors, Cargray, Gray, Rose Valley, and Gray)Hopeton) with an aggregate capacity of 885 MMcf/d and one natural gas treating facility with aggregate capacity of 20 MMcf/approximately 1.4 Bcf/d.

ETP operatesWe operate our Mid-ContinentMidcontinent 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.
ETPWe also ownsown 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 nineeleven counties in Pennsylvania, threefour counties in Ohio, three counties in West Virginia, and gather natural gas from the Marcellus and Utica basins. ETP’sOur Eastern Region assets include approximately 500600 miles of natural gas gathering pipeline, natural gas trunklines, fresh-water pipelines, and nine gathering and processing systems. The fresh watersystems, as well as the 200 MMcf/d Revolution processing plant, which feeds into our Mariner East and Rover pipeline system and Ohio gathering assets are held by jointly-owned entities.systems.
ETPWe also ownsown a 51% membership interest in Aqua – PVR,ETC Water Solutions LLC, 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,We own a 75% and 25% membership interest respectively, in the ORS joint venture.ORS. On behalf of ORS, ETP operates ORS’swe operate its Ohio Utica River System, (the “ORS System”), which consists of 47 miles of 36-inch, and 13 miles of 30-inch and 3 miles of 24-inch gathering trunklines, that delivers up to 2.13.6 Bcf/d to Rockies Express Pipeline, (“REX”), Texas Eastern Transmission, Leach Xpress, Rover and others.DEO TPL-18.
Liquids
NGL and Refined Products Transportation and Services
The following details ETP’sthe assets in the liquidsour NGL and refined products transportation and services operations:segment:
Description of Assets Miles of Liquids Pipeline 
Pipeline Throughput Capacity
(Bbls/d)
 
NGL Fractionation / Processing Capacity
(Bbls/d)
 
Working Storage Capacity
(Bbls)
 
Miles of Liquids Pipeline (2)
 
NGL Fractionation / Processing Capacity
(MBbls/d)
 
Working Storage Capacity
(MBbls)
Liquids Pipelines:              
Lone Star Express 532
 507,000
 —
 —
 535
 —
 —
West Texas Gateway Pipeline 570
 240,000
 —
 —
 512
 —
 —
Lone Star 1,617
 —
 —
Mariner East 670
 —
 —
Mariner South 97
 —
 —
Mariner West 395
 —
 —
White Cliffs Pipeline(3)
 527
 —
 —
Other NGL Pipelines 356
 691,000
 —
 —
 162
 —
 —
Liquids Fractionation and Services Facilities:              
Mont Belvieu Facilities 185
 42,000
 520,000
 50,000,000
 182
 790
 50,000
Sea Robin Processing Plant1
 —
 —
 26,000
 —
Refinery Services1
 100
 —
 25,000
 —
Sea Robin Processing Plant(1)
 —
 26
 —
Refinery Services(1)
 103
 35
 —
Hattiesburg Storage Facilities —
 —
 —
 3,000,000
 —
 —
 3,000
Cedar Bayou —
 —
 1,600
NGL Terminals:      
Nederland —
 —
 1,200
Marcus Hook Industrial Complex —
 132
 6,000
Inkster —
 —
 860
Refined Products Pipelines: 
 
 
Eastern region pipelines 957
 —
 —
Midcontinent region pipelines 349
 —
 —
Southwest region pipelines 876
 —
 —
Inland Pipeline 581
 —
 —
JC Nolan Pipeline 502
 —
 —
Refined Products Terminals:      
Eagle Point —
 —
 7,000
Marcus Hook Industrial Complex —
 —
 1,000
Marcus Hook Tank Farm —
 —
 2,000
Marketing Terminals —
 —
 8,000
JC Nolan Terminal —
 —
 134
(1) 
Additionally, the Sea Robin Processing Plant and Refinery Services have residue capacities of 850 MMcf/d and 54 MMcf/d, respectively.
(2)
Miles of pipeline as reported to PHMSA.
(3)
The White Cliffs Pipeline consists of two parallel, 12-inch common carrier pipelines: one crude oil pipeline and one NGL pipeline.
The following information describes ETP’sour principal liquidsNGL and refined products transportation and services assets:
The Lone Star Express System is an intrastateinterstate NGL pipeline consisting of 24-inch and 30-inch long-haul transportation pipeline, with throughput capacity of approximately 500 MBbls/d, 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. An expansion of the pipeline is currently underway, which will add approximately 400 MBbls/d of NGL pipeline capacity from Lone Star’s pipeline system near Wink, Texas to the Lone Star Express 30-inch pipeline south of Fort Worth, Texas. It is expected to be in service by the fourth quarter of 2020.
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 withTexas and has a throughput capacity of 375,000 Bbls/d,approximately 240 MBbls/d.
The Mariner East pipeline transports NGLs from the 45-mile FreedomMarcellus 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, began service in December 2018. The Mariner East pipeline withhas a throughput capacity of 56,000 Bbls/d, the 15-mile Spiritapproximately 345 MBbls/d.
The Mariner South liquids pipeline withdelivers export-grade propane and butane products from Lone Star’s Mont Belvieu, Texas storage and fractionation complex to our marine terminal in Nederland, Texas and has a throughput capacity of 20,000 Bbls/d,approximately 200 MBbls/d.
The Mariner West pipeline provides transportation of ethane from the 82-mile Rio Bravo crude oil pipeline withMarcellus shale processing and fractionating areas in Houston, Pennsylvania to Marysville, Michigan and the Canadian border and has a throughput capacity of 100,000 Bbls/d and a 50% interest in the 87-mile Liberty pipeline with a capacity of 140,000 Bbls/approximately 50 MBbls/d.
•
The White Cliffs NGL pipeline, which we have 51% ownership interest in and which was acquired by ET in the SemGroup acquisition and contributed to ETO in January 2020, transports NGLs produced in the DJ Basin to Cushing, where it interconnects with the Southern Hills Pipeline to move NGLs to Mont Belvieu, Texas and has a throughput capacity of approximately 40 MBbls/d.
•
Other NGL pipelines include the 127-mile Justice pipeline with capacity of 375 MBbls/d, the 45-mile Freedom pipeline with a capacity of 56 MBbls/d, the 20-mile Spirit pipeline with a capacity of 20 MBbls/d and a 50% interest in the 87-mile Liberty pipeline with a capacity of 140 MBbls/d.
ETP’sOur Mont Belvieu storage facility is an integrated liquids storage facility with overapproximately 50 million BblsMMBbls of salt dome capacity providing 100% fee-based cash flows. The Mont Belvieu storage facility has access to multiple NGL and refined productproducts pipelines, the Houston Ship Channel trading hub, and numerous chemical plants, refineries and fractionators.

ETP’s
•
Our Mont Belvieu fractionators handle NGLs delivered from several sources, including the Lone Star Express pipeline and the Justice pipeline. Fractionator VI was placed in service in February 2019, Fractionator VII was placed in service in the first quarter of 2020, and Fractionator VIII is currently under construction and is scheduled to be operational by the second quarter of 2021.
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 unit and an O-grade NGL fractionation / Refinery-Grade Propylene (“RGP”) splitting complex located along the Mississippi River refinery corridor in southern Louisiana thatLouisiana.  The off-gas processing unit cryogenically processes refinery off-gas, and the fractionation / RGP splitting complex fractionates the O-grade NGL streamstreams into its higher value components.  The O-grade fractionator and RGP splitting complex, located in Geismar, Louisiana, is connected by approximately 100103 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 BblsMMBbls of salt dome capacity, providing 100% fee-based cash flows.
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The Cedar Bayou storage facility is an integrated liquids storage facility with approximately 1.6 MMBbls of tank storage, generating revenues from fixed fee storage contracts, throughput fees, and revenue from blending butane into refined gasoline.
InvestmentThe Nederland terminal, in addition to crude oil activities, also provides approximately 1.2 MMBbls of storage and distribution services for NGLs in connection with the Mariner South pipeline, which provides transportation of propane and butane products from the Mont Belvieu region to the Nederland terminal, where such products can be exported via ship.
The Marcus Hook Industrial Complex includes fractionation, terminalling and storage assets, with a capacity of approximately 2 MMbbls of NGL storage capacity in underground caverns, 4 MMbbls of above-ground refrigerated storage, and related commercial agreements. The terminal has a total active refined products storage capacity of approximately 1 MMbbls. The facility can receive NGLs and refined products via marine vessel, pipeline, truck and rail, and can deliver via marine vessel,

pipeline and truck. In addition to providing NGL storage and terminalling services to both affiliates and third-party customers, the Marcus Hook Industrial Complex currently serves as an off-take outlet for our Mariner East 1 pipeline system.
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The Inkster terminal, located near Detroit, Michigan, consists of multiple salt caverns with a total storage capacity of approximately 860 MBbls of NGLs. We use 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.
The Eastern region refined products pipelines consist of approximately 615 miles of 6-inch to 16-inch diameters refined product pipelines in Eastern, Central and North Central Pennsylvania, approximately 162 miles of 8-inch refined products pipeline in western New York and approximately 180 miles of various diameters refined products pipeline in New Jersey (including 80 miles of the 16-inch diameter Harbor Pipeline).
The midcontinent region refined products pipelines primarily consist of approximately 296 miles of 3-inch to 12-inch refined products pipelines in Ohio and approximately 53 miles of 6-inch and 8-inch refined products pipeline in Michigan.
The Southwest region refined products pipelines are located in Eastern Texas and consist primarily of approximately 876 miles of 8-inch diameter refined products pipeline.
The Inland refined products pipeline is approximately 580 miles of pipeline in Ohio, consisting of 72 miles of 12-inch diameter refined products pipeline in Northwest Ohio, 206 miles of 10-inch diameter refined products pipeline in vicinity of Columbus, Ohio, 135 miles of 8-inch diameter refined products pipeline in western Ohio, and 168 miles of 6-inch diameter refined products pipeline in Northeast Ohio.
The JC Nolan Pipeline is a joint venture between a wholly-owned subsidiary of the Partnership and a wholly-owned subsidiary of Sunoco LogisticsLP, which transports diesel fuel from a tank farm in Hebert, Texas to Midland, Texas, and was placed into service in July 2019 and has a throughput capacity of approximately 36 MBbls/d.
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We have approximately 35 refined products terminals with an aggregate storage capacity of approximately 8 MMBbls 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.
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In addition to crude oil service, the Eagle Point terminal can accommodate three marine vessels (ships or barges) to receive and deliver refined products to outbound ships and barges. The tank farm has a total active refined products storage capacity of approximately 7 MMBbls, and provides customers with access to the facility via ship, barge and pipeline. The terminal can deliver via ship, barge, truck or pipeline, providing customers with access to various markets. The terminal generates revenue primarily by charging fees based on throughput, blending services and storage.
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The Marcus Hook Tank Farm has a total refined products storage capacity of approximately 2 MMBbls of refined products storage. The terminal receives and delivers refined products via pipeline and primarily provides terminalling services to support movements on our refined products pipelines.
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The JC Nolan Terminal, located in Midland, Texas, is a joint venture between a wholly-owned entity of the Partnership and wholly-owned entity of Sunoco LP, which provides diesel fuel storage that was placed into service in August 2019.
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This segment also includes the following joint ventures: 15% membership interest in the Explorer Pipeline Company, a 1,850-mile pipeline which originates from refining centers in Beaumont, Port Arthur, and Houston, Texas and extends to Chicago, Illinois; 31% membership interest in the Wolverine Pipe Line Company, a 1,055-mile pipeline that originates from Chicago, Illinois and extends to Detroit, Grand Haven, and Bay City, Michigan; 17% membership interest in the West Shore Pipe Line Company, a 650-mile pipeline which originates in Chicago, Illinois and extends to Madison and Green Bay, Wisconsin; a 14% membership interest in the Yellowstone Pipe Line Company, a 710-mile pipeline which originates from Billings, Montana and extends to Moses Lake, Washington.

Crude Oil Transportation and Services
The following details the assetsour pipelines and terminals in ETP’s investment in Sunoco Logistics:its crude oil transportation and services operations:
Crude Oil
Sunoco Logistics’
Description of Assets Ownership Interest 
Miles of Crude Pipeline (1)
 Working Storage Capacity
(MBbls)
Dakota Access Pipeline 36.40% 1,172
 —
Energy Transfer Crude Oil Pipeline 36.40% 744
 —
Bayou Bridge Pipeline 60% 212
 —
Permian Express Pipelines 87.7% 1,712
 —
Wattenberg Oil Trunkline 100% 75
 360
White Cliffs Pipeline(2)
 51% 527
 100
Maurepas Pipeline 51% 106
 —
Other Crude Oil Pipelines 100% 6,222
 —
Nederland Terminal 100% —
 29,000
Fort Mifflin Terminal 100% —
 3,175
Eagle Point Terminal 100% —
 1,300
Midland Terminal 100% —
 2,000
Marcus Hook Industrial Complex 100% —
 1,000
Houston Terminal 100% —
 18,200
Cushing Facility 100% —
 7,600
Patoka, Illinois Terminal 87.7% —
 2,000
(1)
Miles of pipeline as reported to PHMSA.
(2)
The White Cliffs Pipeline consists of two parallel, 12-inch common carrier crude oil pipelines: one crude oil pipeline and one NGL pipeline.
Our crude oil operations consist of an integrated set of pipeline, terminalling, trucking and acquisition and marketing assets that service the movement of crude oil from producers to end-user markets. The following details our assets in the crude oil transportation and services segment:
Crude Oil Pipelines
Sunoco Logistics’Our crude oil pipelines consist of approximately 6,10010,770 miles of crude oil trunk and gathering pipelines in the southwest, northwest and midwest United States, including Sunoco Logistics’our wholly-owned interests in West Texas Gulf, and Permian Express Terminal LLC, (“PET”),Mid-Valley and a controlling financial interest in Mid-Valley Pipeline Company ("Mid-Valley").Wattenberg Oil Trunkline. Additionally, Sunoco Logistics haswe have equity ownership interests in two crude oil pipelines. Sunoco Logistics’Our crude oil 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’Our crude oil pipelines also deliver to and connect with other pipelines that deliver crude oil to a number of refineries.
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Bakken Pipeline. Dakota Access and ETCO are collectively referred to as the “Bakken Pipeline.” The Bakken Pipeline is a 1,916 mile pipeline with capacity of 570 MBbls/d, that transports domestically produced crude oil from the Bakken/Three Forks production areas in North Dakota to a storage and terminal hub outside of Patoka, Illinois, or to gulf coast connections including our crude terminal in Nederland Texas.
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 oftransports light, sweet crude oil from producersNorth Dakota to major refining markets in the state,Midwest and its crudeGulf Coast regions.
Dakota Access went into service on June 1, 2017 and consists of approximately 1,172 miles of 12, 20, 24 and 30-inch diameter pipeline traversing North Dakota, South Dakota, Iowa and Illinois. Crude oil acquisition and marketing activities business istransported on the primary shipper on its Oklahoma crude oil system.
Midwest United States Pipelines. Sunoco Logistics owns a controlling financial interestDakota Access originates at six terminal locations in the Mid-ValleyNorth Dakota counties of Mountrail, Williams and McKenzie. The pipeline system which originates in Longview, Texas and passes through Louisiana, Arkansas, Mississippi, Tennessee, Kentucky and Ohio, and terminates in Samaria, Michigan. This pipeline providesdelivers the crude oil to a numberhub outside of Patoka, Illinois where it can be delivered to the ETCO Pipeline for delivery to the Gulf Coast, or can be transported via other pipelines to refining markets throughout the Midwest.

ETCO went into service on June 1, 2017 and consists of approximately 675 miles of mostly 30-inch converted natural gas pipeline and 69 miles of new 30-inch pipeline from Patoka, Illinois to Nederland, Texas, where the crude oil can be refined or further transported to additional refining markets.
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Bayou Bridge Pipeline. The Bayou Bridge Pipeline is a joint venture between ETO and Phillips 66, in which ETO has a 60% ownership interest and serves as the operator of the pipeline. Phase I of the pipeline, which consists of a 30-inch pipeline from Nederland, Texas to Lake Charles, Louisiana, went into service in April 2016. Phase II of the pipeline, which consists of 24-inch pipe from Lake Charles, Louisiana to St. James, Louisiana, which went into service in March 2019.
With the completion of Phase II, Bayou Bridge Pipeline has a capacity of approximately 480 MBbls/d of light and heavy crude oil from different sources to the St. James crude oil hub, which is home to important refineries primarilylocated in the midwest United States.Gulf Coast region.
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Permian Express Pipelines. The Permian Express pipelines are part of the PEP joint venture and include Permian Express 1, Permian Express 2, Permian Express 3, Permian Express 4, which became operational in May 2019, Permian Longview and Louisiana Access pipelines, as well as the Longview to Louisiana and Nederland Access pipelines contributed to this joint venture by ExxonMobil. These pipelines are comprised of crude oil trunk pipelines and crude oil gathering pipelines in Texas and Oklahoma and provide takeaway capacity from the Permian Basin, which origins in multiple locations in Western Texas.
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White Cliffs Pipeline. White Cliffs Pipeline, which was acquired by ET in the SemGroup acquisition and contributed to ETO in January 2020, owns a12-inch common carrier, crude oil pipeline, with a throughput capacity of 100 MBbls/d, that transports crude oil from Platteville, Colorado to Cushing, Oklahoma.
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Maurepas Pipeline. The Maurepas Pipeline, which was acquired by ET in the SemGroup acquisition and contributed to ETO in January 2020, consists of three pipelines, with an aggregate throughput capacity of 460 MBbls/d, which service refineries in the Gulf Coast region.
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Other Crude Oil pipelines include the Mid-Valley pipeline system which originates in Longview, Texas and passes through Louisiana, Arkansas, Mississippi, Tennessee, Kentucky and Ohio and terminates in Samaria, Michigan. This pipeline provides crude oil to a number of refineries, primarily in the Midwest United States.
In addition, Sunoco Logistics ownswe own 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’sMPLX’s Samaria, Michigan tank farm, which supplies its Marathon Petroleum Corporation’s refinery in Detroit, Michigan.

We also own and operate crude oil pipeline and gathering systems in Oklahoma and Kansas. We have the ability to deliver substantially all of the crude oil gathered on our Oklahoma and Kansas systems to Cushing. We are one of the largest purchasers of crude oil from producers in the area, and our crude oil acquisition and marketing activities business is the primary shipper on our Oklahoma crude oil system.
Crude Oil Terminals
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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, petrochemicals and bunker oils (used for fueling ships and other marine vessels). The terminal currently has a total storage capacity of approximately 29 MMBbls in approximately 150 above ground storage tanks with individual capacities of up to 660 MBbls.
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 four of its five ship docks and four barge berths. The fivefour ship docks are capable of receiving over 2 million Bbls/MMBbls/d of crude oil. In addition to Sunoco Logistics’our 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 caverns near Winnie, Texas, which have an aggregate storage capacity of approximately 395 million barrels.MMBbls.
The Nederland Terminal can deliver crude oil and other petroleum products via pipeline, barge and ship. The terminal has twothree 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/MMBbls/d of crude oil to Sunoco Logistics’our 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.
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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.

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.575 MBbls. 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.refinery. This facility has a total storage capacity of approximately 3 million barrels.2.6 MMBbls. Darby Creek receives crude oil from the Fort Mifflin terminal and Hog Island wharf via Sunoco Logistics’our pipelines. The tank farm then stores the crude oil and transports it to the PES refinery via Sunoco Logistics’our 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.
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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 1.3 MMBbls and can receive crude oil via barge and rail and deliver via ship and barge, providing customers with access to various markets. The terminal generates revenue primarily by charging fees based on throughput, blending services and storage.
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Midland. The Midland terminal is located in Midland, Texas and was acquired in November 2016 from Vitol. The facility includes approximately 2 MMBbls of crude oil storage, a combined 20 lanes of truck loading and unloading, and provides access to the Permian Express 2 transportation system.
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Marcus Hook Industrial Complex. The Marcus Hook Industrial Complex can receive crude oil via marine vessel and can deliver via marine vessel and pipeline. The terminal has a total active crude oil storage capacity of approximately 1 MMBbls.
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Patoka, Illinois Terminal. The Patoka, Illinois terminal is a tank farm and was contributed by ExxonMobil to the PEP joint venture and is located in Marion County, Illinois. The facility includes 234 acres of owned land and provides for approximately 2 MMBbls of crude oil storage.
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Houston Terminal. The Houston Terminal, which was acquired by ET in the SemGroup acquisition and contributed to ETO in February 2020, consists of storage tanks located on the Houston Ship Channel with an aggregate storage capacity of 18.2 MMBbls used to store, blend and transport refinery products and refinery feedstocks via pipeline, barge, rail, truck and ship. This facility has five deep-water ship docks on the Houston Ship Channel capable of loading and unloading Suezmax cargo vessels and seven barge docks which can accommodate 23 barges simultaneously, three crude oil pipelines connecting to four refineries and numerous rail and truck loading spots.
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Cushing Facilities. The Cushing Facility, which was acquired by ET in the SemGroup acquisition and contributed to ETO in January 2020, has approximately 7.6 MMBbls crude oil storage, of which 5.6 MMBbls are leased to customer and 2.0 MMBbls are available for crude oil operations, blending and marketing activities. The storage terminal has inbound connections with the White Cliffs Pipeline from Platteville, Colorado, the Great Salt Plains Pipeline from Cherokee, Oklahoma, the Cimarron Pipeline from Boyer, Kansas, and two-way connections with all of the other major storage terminals in Cushing. The Cushing terminal also includes truck unloading facilities.
Crude Oil Acquisition and Marketing
Sunoco Logistics’Our 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’our assets, which include approximately 370575 crude oil transport trucks, 360 trailers and approximately 150 crude oil truck unloading facilities, as well as third-party truck, rail and marine assets. Specifically, the crude oil acquisition
Investment in Sunoco LP
Sunoco LP is a distributor of motor fuels and marketing activities include:
purchasing crude oil at both the wellhead from producers,other petroleum products which Sunoco LP supplies to third-party dealers and in bulk from aggregators at major pipeline interconnectionsdistributors, to independent operators of commission agent locations and trading locations;
storing inventory during contango market conditions (when the priceother commercial consumers 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 basedmotor fuel. Also included 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 liquidswholesale 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 shaletransmix 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 assetsplants and refined products terminals, which are also utilized to facilitate acquisition and marketing activities. The operations also include equity ownership interests in fourterminals. Transmix is the mixture of various refined products pipelines.
Refined Products Pipelines(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 Logistics ownsLP is the exclusive wholesale supplier of the Sunoco-branded motor fuel, supplying an extensive distribution network of approximately 5,474 Sunoco-branded company and operates approximately 1,800 miles of refined products pipelines in severalthird-party operated locations throughout the East Coast, Midwest, South Central and Southeast regions of the United States. The pipelines primarily provide transportationSunoco LP believes it is one of the largest independent motor fuel distributors of Chevron, Exxon and Valero branded motor fuel 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.States. 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.to distributing motor fuels, Sunoco LP also
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
distributes 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 refinedpetroleum products such as gasoline productspropane and distillates. These activities utilizelubricating oil, and Sunoco Logistics’ refined products pipelineLP receives rental income from real estate that it leases or subleases.
Sunoco LP operations primarily consist of fuel distribution and terminal assets,marketing.
Sunoco LP’s Fuel Distribution and Marketing Operations
Sunoco LP’s fuel distribution and marketing operations are conducted by the following consolidated subsidiaries:
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Sunoco, LLC (“Sunoco LLC”), a Delaware limited liability company, primarily distributes motor fuel in 30 states throughout the East Coast, Midwest, South Central and Southeast regions of the United States. Sunoco LLC also processes transmix and distributes refined product through its terminals in Alabama, Texas, Arkansas and New York;
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Sunoco Retail LLC (“Sunoco Retail”), a Pennsylvania limited liability company, owns and operates retail stores that sell motor fuel and merchandise primarily in New Jersey;
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Aloha Petroleum LLC, a Delaware limited liability company, distributes motor fuel and operates terminal facilities on the Hawaiian Islands; and
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Aloha Petroleum, Ltd. (“Aloha”), a Hawaii corporation, owns and operates retail stores on the Hawaiian Islands.
Sunoco LP purchases motor fuel primarily from independent refiners and major oil companies and distributes it across more than 30 states throughout the East Coast, Midwest, South Central and Southeast regions of the United States, as well as third-partyHawaii to approximately:
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75 company owned and operated retail stores;
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537 independently operated consignment locations where Sunoco LP sells motor fuel to customers under commission agent arrangements with such operators;
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6,742 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
2,581 other commercial customers, including unbranded convenience stores, other fuel distributors, school districts and municipalities and other industrial customers.
Sunoco LP’s Other Operations
Sunoco LP’s other operations include retail operations in Hawaii and New Jersey, credit card services and franchise royalties.
Investment in USAC
The following details the assets of USAC:
USAC’s modern, standardized compression unit fleet is powered primarily by the Caterpillar, Inc.’s 3400, 3500 and facilities.3600 engine classes, which range from 401 to 5,000 horsepower per unit. These larger horsepower units, which USAC defines as 400 horsepower per unit or greater, represented 86.2% of its total fleet horsepower (including compression units on order) as of December 31, 2019. In addition, a portion of its fleet consists of smaller horsepower units ranging from 40 horsepower to 399 horsepower that are primarily used in gas lift applications.

The following table provides a summary of USAC’s compression units by horsepower as of December 31, 2019:
Unit Horsepower Fleet Horsepower Number of Units 
Horsepower on Order (1)
 Number of Units on Order Total Horsepower Total Number of Units
Small horsepower            
<400 516,674
 3,031
 —
 —
 516,674
 3,031
             
Large horsepower            
>400 and <1,000 426,384
 730
 9,000
 15
 435,384
 745
>1,000 2,739,910
 1,690
 47,500
 19
 2,787,410
 1,709
Total large horsepower 3,166,294
 2,420
 56,500
 34
 3,222,794
 2,454
Total horsepower 3,682,968
 5,451
 56,500
 34
 3,739,468
 5,485
(1)
As of December 31, 2019, USAC had 56,500 large horsepower compression units on order for delivery during 2020.
All OtherRegasification Facility
Equity Method Investments
Sunoco LP. ETPLake Charles LNG, our wholly-owned subsidiary, owns a LNG import terminal and regasification facility located on Louisiana’s Gulf Coast near Lake Charles, Louisiana. The import terminal has an equity method investment in limited partnership unitsapproximately 9.0 Bcf of Sunoco LP consisting of 43.5 million units, representing 44.3% of Sunoco LP’s total outstanding common units.
PES. ETPabove ground LNG storage capacity and the regasification facility has a non-controlling interest in PES, comprising 33%send out capacity 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.1.8 Bcf/d.
Liquefaction Project
LCL, an entity whose parent is owned 60% by ETE and 40% by ETP,our wholly-owned subsidiary, is in the process of developing thean LNG liquefaction project in conjunction with BG pursuant to a project development agreement entered into in September 2013 and scheduled to expire at the endsite of February 2017, subject to the partner right to mutually extend the term. Pursuant to this agreement, each of LCLour Lake Charles LNG import terminal 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.regasification facility. 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 willwould 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 The liquefaction project is expected to consist of three LNG trains with a combined design nameplate outlet capacity of 16.45 metric tonnes per annum. Once completed, the liquefaction project is subjectwill enable LCL to eachliquefy domestically produced natural gas and export it as LNG. On June 18, 2017, LCL signed a memorandum of understanding with Korea Gas Corporation and Shell to study the feasibility of a joint development of the Lake Charles liquefaction project. LCL and BG making an affirmative FID to proceed with the project, which decision isShell are actively involved in the sole discretiona variety of each party. In the event an affirmative FID is made by both parties, LCL and BG will enter into several agreementsactivities 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 constructiondevelopment of the liquefaction facilityproject. LCL has also been marketing LNG offtake to numerous potential customers in Asia and upon completion ofEurope.
In December 2019, ET announced a comprehensive commercial tender package which was issued to engineering, procurement and construction managecontractors to submit final bids for 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 theproposed Lake Charles LNG liquefaction project would commence promptly thereafter, and the first train would bebeing developed with Shell US LNG, LLC. The commercial bids are expected to be placedreceived in service about four years later.the second quarter of 2020.
The export of LNG produced by the liquefaction project from the U.S. willUnited States would 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.LCL. In July 2011, LCEMarch 2013, LCL obtained a DOE authorization to export LNG to countries with which the U.S.United States has or will have Free Trade Agreements (“FTA”) for trade in natural gas (the “FTA Authorization”).  In August 2013, LCEJuly 2016, LCL also 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,addition, 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 its wetlands permits from the U.S.United States 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.
InvestmentMidstream
The following details our assets in Sunoco LPthe midstream segment:
Description of Assets
Net Gas Processing Capacity
(MMcf/d)
South Texas Region:
Southeast Texas System410
Eagle Ford System1,920
Ark-La-Tex Region1,442
North Central Texas Region700
Permian Region2,740
Midcontinent Region1,385
Eastern Region200

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 ETC Katy Pipeline and is also connected to the Oasis Pipeline. The Southeast Texas System includes two natural gas processing plants (La Grange and Alamo) with aggregate capacity of 410 MMcf/d. The La Grange and Alamo processing plants are natural gas processing plants that process the rich gas that flows through our gathering system to produce residue gas and NGLs. Residue gas is delivered into our intrastate pipelines and NGLs are delivered into our NGL pipelines to Lone Star.
Our treating facilities remove carbon dioxide and hydrogen sulfide from natural gas gathered into our 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 our 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 1.92 Bcf/d. Our Chisholm, Kenedy, Jackson and King Ranch processing plants are connected to our intrastate transportation pipeline systems for deliveries of residue gas and are also connected with our NGL pipelines for delivery of NGLs to Lone Star.
Ark-La-Tex Region:
Our 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. Our Northern Louisiana assets include the Bistineau, Creedence, and Tristate Systems, which collectively include three natural gas treating facilities, with aggregate capacity of 1.4 Bcf/d.
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, a 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 an NGL pipeline that provides connections to the Mont Belvieu market for NGLs produced from our processing plants. Collectively, the ten natural gas processing facilities (Dubach, Dubberly, Lisbon, Salem, Elm Grove, Minden, Ada, Brookeland, Lincoln Parish and Mt. Olive) have an aggregate capacity of 1.3 Bcf/d.
Through the gathering and processing systems described above and their interconnections with RIGS in north Louisiana, as well as other pipelines, we offer 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. Our North Central Texas assets include our Godley and Crescent plants, which process rich gas produced from the Barnett Shale and STACK play, with aggregate capacity of 700 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 we gather and process, including several major interstate and intrastate pipelines serving California, the midcontinent 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 eleven processing facilities (Waha, Coyanosa, Red Bluff, Halley, Jal, Keyston, Tippet, Orla, Panther, Rebel and Arrowhead) with an aggregate processing capacity of 2.4 Bcf/d and one natural gas conditioning facility with aggregate capacity of 200 MMcf/d.
We own a 50% membership interest in Mi Vida JV, a joint venture which owns a 200 MMcf/d cryogenic processing plant in West Texas. We operate the plant and related facilities on behalf of Mi Vida JV.

We own a 50% 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.
Midcontinent Region:
The Midcontinent 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 and the STACK in central Oklahoma. These mature basins have continued to provide generally long-lived, predictable production volume. Our Midcontinent assets are extensive systems that gather, compress and dehydrate low-pressure gas. The Midcontinent Systems include sixteen natural gas processing facilities (Mocane, Beaver, Antelope Hills, Woodall, Wheeler, Sunray, Hemphill, Phoenix, Hamlin, Spearman, Red Deer, Lefors, Cargray, Gray, Rose Valley, and Hopeton) with an aggregate capacity of approximately 1.4 Bcf/d.
We operate our Midcontinent 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.
We also own 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 eleven counties in Pennsylvania, four counties in Ohio, three counties in West Virginia, and gather natural gas from the Marcellus and Utica basins. Our Eastern Region assets include approximately 600 miles of natural gas gathering pipeline, natural gas trunklines, fresh-water pipelines, and nine gathering and processing systems, as well as the 200 MMcf/d Revolution processing plant, which feeds into our Mariner East and Rover pipeline systems.
We also own a 51% membership interest in Aqua – ETC Water Solutions LLC, a joint venture that transports and supplies fresh water to natural gas producers drilling in the Marcellus Shale in Pennsylvania.
We own a 75% membership interest in ORS. On behalf of ORS, we operate its Ohio Utica River System, which consists of 47 miles of 36-inch, 13 miles of 30-inch and 3 miles of 24-inch gathering trunklines, that delivers up to 3.6 Bcf/d to Rockies Express Pipeline, Texas Eastern Transmission, Leach Xpress, Rover and DEO TPL-18.

NGL and Refined Products Transportation and Services
The following details the assets in our NGL and refined products transportation and services segment:
Description of Assets 
Miles of Liquids Pipeline (2)
 
NGL Fractionation / Processing Capacity
(MBbls/d)
 
Working Storage Capacity
(MBbls)
Liquids Pipelines:      
Lone Star Express 535
 —
 —
West Texas Gateway Pipeline 512
 —
 —
Lone Star 1,617
 —
 —
Mariner East 670
 —
 —
Mariner South 97
 —
 —
Mariner West 395
 —
 —
White Cliffs Pipeline(3)
 527
 —
 —
Other NGL Pipelines 162
 —
 —
Liquids Fractionation and Services Facilities:      
Mont Belvieu Facilities 182
 790
 50,000
Sea Robin Processing Plant(1)
 —
 26
 —
Refinery Services(1)
 103
 35
 —
Hattiesburg Storage Facilities —
 —
 3,000
Cedar Bayou —
 —
 1,600
NGL Terminals:      
Nederland —
 —
 1,200
Marcus Hook Industrial Complex —
 132
 6,000
Inkster —
 —
 860
Refined Products Pipelines: 
 
 
    Eastern region pipelines 957
 —
 —
    Midcontinent region pipelines 349
 —
 —
    Southwest region pipelines 876
 —
 —
    Inland Pipeline 581
 —
 —
    JC Nolan Pipeline 502
 —
 —
Refined Products Terminals:      
Eagle Point —
 —
 7,000
Marcus Hook Industrial Complex —
 —
 1,000
Marcus Hook Tank Farm —
 —
 2,000
Marketing Terminals —
 —
 8,000
JC Nolan Terminal —
 —
 134
(1)
Additionally, the Sea Robin Processing Plant and Refinery Services have residue capacities of 850 MMcf/d and 54 MMcf/d, respectively.
(2)
Miles of pipeline as reported to PHMSA.
(3)
The White Cliffs Pipeline consists of two parallel, 12-inch common carrier pipelines: one crude oil pipeline and one NGL pipeline.
The following information describes our principal NGL and refined products transportation and services assets:
The Lone Star Express System is an interstate NGL pipeline consisting of 24-inch and 30-inch long-haul transportation pipeline, with throughput capacity of approximately 500 MBbls/d, 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. An expansion of the pipeline is currently underway, which will add approximately 400 MBbls/d of NGL pipeline capacity from Lone Star’s pipeline system near Wink, Texas to the Lone Star Express 30-inch pipeline south of Fort Worth, Texas. It is expected to be in service by the fourth quarter of 2020.
The West Texas Gateway Pipeline transports NGLs produced in the Permian and Delaware Basins and the Eagle Ford Shale to Mont Belvieu, Texas and has a throughput capacity of approximately 240 MBbls/d.
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, began service in December 2018. The Mariner East pipeline has a throughput capacity of approximately 345 MBbls/d.
The Mariner South liquids pipeline delivers export-grade propane and butane products from Lone Star’s Mont Belvieu, Texas storage and fractionation complex to our marine terminal in Nederland, Texas and has a throughput capacity of approximately 200 MBbls/d.
The Mariner West pipeline provides transportation of ethane from the Marcellus shale processing and fractionating areas in Houston, Pennsylvania to Marysville, Michigan and the Canadian border and has a throughput capacity of approximately 50 MBbls/d.
•
The White Cliffs NGL pipeline, which we have 51% ownership interest in and which was acquired by ET in the SemGroup acquisition and contributed to ETO in January 2020, transports NGLs produced in the DJ Basin to Cushing, where it interconnects with the Southern Hills Pipeline to move NGLs to Mont Belvieu, Texas and has a throughput capacity of approximately 40 MBbls/d.
•
Other NGL pipelines include the 127-mile Justice pipeline with capacity of 375 MBbls/d, the 45-mile Freedom pipeline with a capacity of 56 MBbls/d, the 20-mile Spirit pipeline with a capacity of 20 MBbls/d and a 50% interest in the 87-mile Liberty pipeline with a capacity of 140 MBbls/d.
Our Mont Belvieu storage facility is an integrated liquids storage facility with approximately 50 MMBbls of salt dome capacity providing 100% fee-based cash flows. The Mont Belvieu storage facility has access to multiple NGL and refined products pipelines, the Houston Ship Channel trading hub, and numerous chemical plants, refineries and fractionators.
•
Our Mont Belvieu fractionators handle NGLs delivered from several sources, including the Lone Star Express pipeline and the Justice pipeline. Fractionator VI was placed in service in February 2019, Fractionator VII was placed in service in the first quarter of 2020, and Fractionator VIII is currently under construction and is scheduled to be operational by the second quarter of 2021.
Sea Robin is a rich gas processing plant located on the Sea Robin Pipeline in southern Louisiana. The plant is connected to nine interstate and four intrastate residue pipelines, as well as various deep-water production fields.
Refinery Services consists of a refinery off-gas processing unit and an O-grade NGL fractionation / Refinery-Grade Propylene (“RGP”) splitting complex located along the Mississippi River refinery corridor in southern Louisiana.  The off-gas processing unit cryogenically processes refinery off-gas, and the fractionation / RGP splitting complex fractionates the streams into higher value components.  The O-grade fractionator and RGP splitting complex, located in Geismar, Louisiana, is connected by approximately 103 miles of pipeline to the Chalmette processing plant, which has a processing capacity of 54 MMcf/d.
The Hattiesburg storage facility is an integrated liquids storage facility with approximately 3 MMBbls of salt dome capacity, providing 100% fee-based cash flows.
•
The Cedar Bayou storage facility is an integrated liquids storage facility with approximately 1.6 MMBbls of tank storage, generating revenues from fixed fee storage contracts, throughput fees, and revenue from blending butane into refined gasoline.
The Nederland terminal, in addition to crude oil activities, also provides approximately 1.2 MMBbls of storage and distribution services for NGLs in connection with the Mariner South pipeline, which provides transportation of propane and butane products from the Mont Belvieu region to the Nederland terminal, where such products can be exported via ship.
The Marcus Hook Industrial Complex includes fractionation, terminalling and storage assets, with a capacity of approximately 2 MMbbls of NGL storage capacity in underground caverns, 4 MMbbls of above-ground refrigerated storage, and related commercial agreements. The terminal has a total active refined products storage capacity of approximately 1 MMbbls. The facility can receive NGLs and refined products via marine vessel, pipeline, truck and rail, and can deliver via marine vessel,

pipeline and truck. In addition to providing NGL storage and terminalling services to both affiliates and third-party customers, the Marcus Hook Industrial Complex currently serves as an off-take outlet for our Mariner East 1 pipeline system.
•
The Inkster terminal, located near Detroit, Michigan, consists of multiple salt caverns with a total storage capacity of approximately 860 MBbls of NGLs. We use 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.
The Eastern region refined products pipelines consist of approximately 615 miles of 6-inch to 16-inch diameters refined product pipelines in Eastern, Central and North Central Pennsylvania, approximately 162 miles of 8-inch refined products pipeline in western New York and approximately 180 miles of various diameters refined products pipeline in New Jersey (including 80 miles of the 16-inch diameter Harbor Pipeline).
The midcontinent region refined products pipelines primarily consist of approximately 296 miles of 3-inch to 12-inch refined products pipelines in Ohio and approximately 53 miles of 6-inch and 8-inch refined products pipeline in Michigan.
The Southwest region refined products pipelines are located in Eastern Texas and consist primarily of approximately 876 miles of 8-inch diameter refined products pipeline.
The Inland refined products pipeline is approximately 580 miles of pipeline in Ohio, consisting of 72 miles of 12-inch diameter refined products pipeline in Northwest Ohio, 206 miles of 10-inch diameter refined products pipeline in vicinity of Columbus, Ohio, 135 miles of 8-inch diameter refined products pipeline in western Ohio, and 168 miles of 6-inch diameter refined products pipeline in Northeast Ohio.
The JC Nolan Pipeline is a joint venture between a wholly-owned subsidiary of the Partnership and a wholly-owned subsidiary of Sunoco LP:LP, which transports diesel fuel from a tank farm in Hebert, Texas to Midland, Texas, and was placed into service in July 2019 and has a throughput capacity of approximately 36 MBbls/d.
•
We have approximately 35 refined products terminals with an aggregate storage capacity of approximately 8 MMBbls that facilitate the movement of refined products to or from storage or transportation systems, such as a pipeline, to other transportation systems, such as trucks or other pipelines. Each facility typically consists of multiple storage tanks and is equipped with automated truck loading equipment that is operational 24 hours a day.
•
In addition to crude oil service, the Eagle Point terminal can accommodate three marine vessels (ships or barges) to receive and deliver refined products to outbound ships and barges. The tank farm has a total active refined products storage capacity of approximately 7 MMBbls, and provides customers with access to the facility via ship, barge and pipeline. The terminal can deliver via ship, barge, truck or pipeline, providing customers with access to various markets. The terminal generates revenue primarily by charging fees based on throughput, blending services and storage.
•
The Marcus Hook Tank Farm has a total refined products storage capacity of approximately 2 MMBbls of refined products storage. The terminal receives and delivers refined products via pipeline and primarily provides terminalling services to support movements on our refined products pipelines.
•
The JC Nolan Terminal, located in Midland, Texas, is a joint venture between a wholly-owned entity of the Partnership and wholly-owned entity of Sunoco LP, which provides diesel fuel storage that was placed into service in August 2019.
•
This segment also includes the following joint ventures: 15% membership interest in the Explorer Pipeline Company, a 1,850-mile pipeline which originates from refining centers in Beaumont, Port Arthur, and Houston, Texas and extends to Chicago, Illinois; 31% membership interest in the Wolverine Pipe Line Company, a 1,055-mile pipeline that originates from Chicago, Illinois and extends to Detroit, Grand Haven, and Bay City, Michigan; 17% membership interest in the West Shore Pipe Line Company, a 650-mile pipeline which originates in Chicago, Illinois and extends to Madison and Green Bay, Wisconsin; a 14% membership interest in the Yellowstone Pipe Line Company, a 710-mile pipeline which originates from Billings, Montana and extends to Moses Lake, Washington.

Wholesale SubsidiariesCrude Oil Transportation and Services
SusserThe following details our pipelines and terminals in its crude oil transportation and services operations:
Description of Assets Ownership Interest 
Miles of Crude Pipeline (1)
 Working Storage Capacity
(MBbls)
Dakota Access Pipeline 36.40% 1,172
 —
Energy Transfer Crude Oil Pipeline 36.40% 744
 —
Bayou Bridge Pipeline 60% 212
 —
Permian Express Pipelines 87.7% 1,712
 —
Wattenberg Oil Trunkline 100% 75
 360
White Cliffs Pipeline(2)
 51% 527
 100
Maurepas Pipeline 51% 106
 —
Other Crude Oil Pipelines 100% 6,222
 —
Nederland Terminal 100% —
 29,000
Fort Mifflin Terminal 100% —
 3,175
Eagle Point Terminal 100% —
 1,300
Midland Terminal 100% —
 2,000
Marcus Hook Industrial Complex 100% —
 1,000
Houston Terminal 100% —
 18,200
Cushing Facility 100% —
 7,600
Patoka, Illinois Terminal 87.7% —
 2,000
(1)
Miles of pipeline as reported to PHMSA.
(2)
The White Cliffs Pipeline consists of two parallel, 12-inch common carrier crude oil pipelines: one crude oil pipeline and one NGL pipeline.
Our crude oil operations consist of an integrated set of pipeline, terminalling, trucking and acquisition and marketing assets that service the movement of crude oil from producers to end-user markets. The following details our assets in the crude oil transportation and services segment:
Crude Oil Pipelines
Our crude oil pipelines consist of approximately 10,770 miles of crude oil trunk and gathering pipelines in the southwest, northwest and midwest United States, including our wholly-owned interests in West Texas Gulf, Permian Express Terminal LLC, Mid-Valley and Wattenberg Oil Trunkline. Additionally, we have equity ownership interests in two crude oil pipelines. Our crude oil 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. Our crude oil pipelines also deliver to and connect with other pipelines that deliver crude oil to a number of refineries.
•
Bakken Pipeline. Dakota Access and ETCO are collectively referred to as the “Bakken Pipeline.” The Bakken Pipeline is a 1,916 mile pipeline with capacity of 570 MBbls/d, that transports domestically produced crude oil from the Bakken/Three Forks production areas in North Dakota to a storage and terminal hub outside of Patoka, Illinois, or to gulf coast connections including our crude terminal in Nederland Texas.
The pipeline transports light, sweet crude oil from North Dakota to major refining markets in the Midwest and Gulf Coast regions.
Dakota Access went into service on June 1, 2017 and consists of approximately 1,172 miles of 12, 20, 24 and 30-inch diameter pipeline traversing North Dakota, South Dakota, Iowa and Illinois. Crude oil transported on the Dakota Access originates at six terminal locations in the North Dakota counties of Mountrail, Williams and McKenzie. The pipeline delivers the crude oil to a hub outside of Patoka, Illinois where it can be delivered to the ETCO Pipeline for delivery to the Gulf Coast, or can be transported via other pipelines to refining markets throughout the Midwest.

ETCO went into service on June 1, 2017 and consists of approximately 675 miles of mostly 30-inch converted natural gas pipeline and 69 miles of new 30-inch pipeline from Patoka, Illinois to Nederland, Texas, where the crude oil can be refined or further transported to additional refining markets.
•
Bayou Bridge Pipeline. The Bayou Bridge Pipeline is a joint venture between ETO and Phillips 66, in which ETO has a 60% ownership interest and serves as the operator of the pipeline. Phase I of the pipeline, which consists of a 30-inch pipeline from Nederland, Texas to Lake Charles, Louisiana, went into service in April 2016. Phase II of the pipeline, which consists of 24-inch pipe from Lake Charles, Louisiana to St. James, Louisiana, which went into service in March 2019.
With the completion of Phase II, Bayou Bridge Pipeline has a capacity of approximately 480 MBbls/d of light and heavy crude oil from different sources to the St. James crude oil hub, which is home to important refineries located in the Gulf Coast region.
•
Permian Express Pipelines. The Permian Express pipelines are part of the PEP joint venture and include Permian Express 1, Permian Express 2, Permian Express 3, Permian Express 4, which became operational in May 2019, Permian Longview and Louisiana Access pipelines, as well as the Longview to Louisiana and Nederland Access pipelines contributed to this joint venture by ExxonMobil. These pipelines are comprised of crude oil trunk pipelines and crude oil gathering pipelines in Texas and Oklahoma and provide takeaway capacity from the Permian Basin, which origins in multiple locations in Western Texas.
•
White Cliffs Pipeline. White Cliffs Pipeline, which was acquired by ET in the SemGroup acquisition and contributed to ETO in January 2020, owns a12-inch common carrier, crude oil pipeline, with a throughput capacity of 100 MBbls/d, that transports crude oil from Platteville, Colorado to Cushing, Oklahoma.
•
Maurepas Pipeline. The Maurepas Pipeline, which was acquired by ET in the SemGroup acquisition and contributed to ETO in January 2020, consists of three pipelines, with an aggregate throughput capacity of 460 MBbls/d, which service refineries in the Gulf Coast region.
•
Other Crude Oil pipelines include the Mid-Valley pipeline system which originates in Longview, Texas and passes through Louisiana, Arkansas, Mississippi, Tennessee, Kentucky and Ohio and terminates in Samaria, Michigan. This pipeline provides crude oil to a number of refineries, primarily in the Midwest United States.
In addition, we own 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 MPLX’s Samaria, Michigan tank farm, which supplies its Marathon Petroleum Operating Company LLC,Corporation’s refinery in Detroit, Michigan.
We also own and operate crude oil pipeline and gathering systems in Oklahoma and Kansas. We have the ability to deliver substantially all of the crude oil gathered on our Oklahoma and Kansas systems to Cushing. We are one of the largest purchasers of crude oil from producers in the area, and our crude oil acquisition and marketing activities business is the primary shipper on our Oklahoma crude oil system.
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, petrochemicals and bunker oils (used for fueling ships and other marine vessels). The terminal currently has a total storage capacity of approximately 29 MMBbls in approximately 150 above ground storage tanks with individual capacities of up to 660 MBbls.
The Nederland terminal can receive crude oil at four of its five ship docks and four barge berths. The four ship docks are capable of receiving over 2 MMBbls/d of crude oil. In addition to our 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 caverns near Winnie, Texas, which have an aggregate storage capacity of approximately 395 MMBbls.
The Nederland Terminal can deliver crude oil and other petroleum products via pipeline, barge and ship. The terminal has three 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 MMBbls/d of crude oil to our 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 575 MBbls. Crude oil and some refined products enter the Fort Mifflin terminal primarily from marine vessels on the Delaware limited liability company, distributesRiver. 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. This facility has a total storage capacity of approximately 2.6 MMBbls. Darby Creek receives crude oil from the Fort Mifflin terminal and Hog Island wharf via our pipelines. The tank farm then stores the crude oil and transports it to the PES refinery via our 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 1.3 MMBbls and can receive crude oil via barge and rail and deliver via ship and barge, providing customers with access to various markets. The terminal generates revenue primarily by charging fees based on throughput, blending services and storage.
•
Midland. The Midland terminal is located in Midland, Texas and was acquired in November 2016 from Vitol. The facility includes approximately 2 MMBbls of crude oil storage, a combined 20 lanes of truck loading and unloading, and provides access to the Permian Express 2 transportation system.
•
Marcus Hook Industrial Complex. The Marcus Hook Industrial Complex can receive crude oil via marine vessel and can deliver via marine vessel and pipeline. The terminal has a total active crude oil storage capacity of approximately 1 MMBbls.
•
Patoka, Illinois Terminal. The Patoka, Illinois terminal is a tank farm and was contributed by ExxonMobil to the PEP joint venture and is located in Marion County, Illinois. The facility includes 234 acres of owned land and provides for approximately 2 MMBbls of crude oil storage.
•
Houston Terminal. The Houston Terminal, which was acquired by ET in the SemGroup acquisition and contributed to ETO in February 2020, consists of storage tanks located on the Houston Ship Channel with an aggregate storage capacity of 18.2 MMBbls used to store, blend and transport refinery products and refinery feedstocks via pipeline, barge, rail, truck and ship. This facility has five deep-water ship docks on the Houston Ship Channel capable of loading and unloading Suezmax cargo vessels and seven barge docks which can accommodate 23 barges simultaneously, three crude oil pipelines connecting to four refineries and numerous rail and truck loading spots.
•
Cushing Facilities. The Cushing Facility, which was acquired by ET in the SemGroup acquisition and contributed to ETO in January 2020, has approximately 7.6 MMBbls crude oil storage, of which 5.6 MMBbls are leased to customer and 2.0 MMBbls are available for crude oil operations, blending and marketing activities. The storage terminal has inbound connections with the White Cliffs Pipeline from Platteville, Colorado, the Great Salt Plains Pipeline from Cherokee, Oklahoma, the Cimarron Pipeline from Boyer, Kansas, and two-way connections with all of the other major storage terminals in Cushing. The Cushing terminal also includes truck unloading facilities.
Crude Oil Acquisition and Marketing
Our crude oil acquisition and marketing operations are conducted using our assets, which include approximately 575 crude oil transport trucks, 360 trailers and approximately 150 crude oil truck unloading facilities, as well as third-party truck, rail and marine assets.
Investment in Sunoco LP
Sunoco LP is a distributor of motor fuels and other petroleum products which Sunoco LP supplies to third-party dealers and distributors, to independent operators of commission agent locations and other commercial 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 Sunoco-branded motor fuel, propanesupplying an extensive distribution network of approximately 5,474 Sunoco-branded company and lubricating oils to Stripes’ retailthird-party operated 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, South Central and Southeast regions of the United States. Sunoco LLCLP believes it is one of the largest independent motor fuel distributors of Chevron, Exxon and Valero branded motor fuel in the United States. In addition to distributing motor fuels, Sunoco LP also processes transmix

distributes other petroleum products such as propane and distributes refined product through its terminals in Alabamalubricating oil, and Sunoco LP receives rental income from real estate that it leases or subleases.
Sunoco LP operations primarily consist of fuel distribution and marketing.
Sunoco LP’s Fuel Distribution and Marketing Operations
Sunoco LP’s fuel distribution and marketing operations are conducted by the Greater Dallas, TX metroplex.following consolidated subsidiaries:
Southside Oil, LLC, a Virginia
•
Sunoco, LLC (“Sunoco LLC”), a Delaware limited liability company, primarily distributes motor fuel in 30 states throughout the East Coast, Midwest, South Central and Southeast regions of the United States. Sunoco LLC also processes transmix and distributes refined product through its terminals in Alabama, Texas, Arkansas and New York;
•
Sunoco Retail LLC (“Sunoco Retail”), a Pennsylvania limited liability company, owns and operates retail stores that sell motor fuel and merchandise primarily in New Jersey;
•
Aloha Petroleum LLC, a Delaware limited liability company, distributes motor fuel and operates terminal facilities on the Hawaiian Islands; and
•
Aloha Petroleum, Ltd. (“Aloha”), a Hawaii corporation, owns and operates retail stores on the Hawaiian Islands.
Sunoco LP purchases motor fuel primarily in Virginia, Maryland, Tennessee,from independent refiners and Georgia.
Aloha Petroleum LLC, a Delaware limited liability company,major oil companies and distributes motor fuelit across more than 30 states throughout the East Coast, Midwest, South Central and operates terminal facilities onSoutheast regions of the Hawaiian Islands.United States, as well as Hawaii to approximately:
•
75 company owned and operated retail stores;
•
537 independently operated consignment locations where Sunoco LP sells motor fuel to customers under commission agent arrangements with such operators;
•
6,742 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
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 operates2,581 other commercial customers, including unbranded convenience stores, that sell motorother fuel distributors, school districts and merchandisemunicipalities and other industrial customers.
Sunoco LP’s Other Operations
Sunoco LP’s other operations include retail operations in Hawaii and New Jersey, credit card services and franchise royalties.
Investment in USAC
The following details the assets of USAC:
USAC’s modern, standardized compression unit fleet is powered primarily in Pennsylvania, New York,by the Caterpillar, Inc.’s 3400, 3500 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 stores3600 engine classes, which range from 401 to 5,000 horsepower per unit. These larger horsepower units, which USAC defines as 400 horsepower per unit or greater, represented 86.2% of its total fleet horsepower (including compression units on the Hawaiian Islands.
Asorder) 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 offer2019. In addition, a broad selectionportion of food, beverages, snacks, grocery and non-food merchandise, motor fuel and other services. Sunoco LP has company operated sitesits fleet consists of smaller horsepower units ranging from 40 horsepower to 399 horsepower that are primarily used in more than 20 states, withgas lift applications.

The following table provides a significant presence in Texas, Pennsylvania, New York, Florida, Virginia and Hawaii.
Assummary of USAC’s compression units by horsepower 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.2019:
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
Unit Horsepower Fleet Horsepower Number of Units 
Horsepower on Order (1)
 Number of Units on Order Total Horsepower Total Number of Units
Small horsepower            
<400 516,674
 3,031
 —
 —
 516,674
 3,031
             
Large horsepower            
>400 and <1,000 426,384
 730
 9,000
 15
 435,384
 745
>1,000 2,739,910
 1,690
 47,500
 19
 2,787,410
 1,709
Total large horsepower 3,166,294
 2,420
 56,500
 34
 3,222,794
 2,454
Total horsepower 3,682,968
 5,451
 56,500
 34
 3,739,468
 5,485

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
(1)
As of December 31, 2019, USAC had 56,500 large horsepower compression units on order for delivery during 2020.
Regasification Facility
Lake Charles LNG, aour 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.d.
Liquefaction Project
LCL, an entity owned 60% by ETE and 40% by ETP,our wholly-owned subsidiary, is in the process of developing thean LNG liquefaction project in conjunction with BG pursuant to a project development agreement entered into in September 2013 and scheduled to expire at the endsite of February 2017, subject to the parties’ right to mutually extend the term. Pursuant to this agreement, each of LCLour Lake Charles LNG import terminal 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.regasification facility. 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 towould 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 The liquefaction project development agreement, the constructionis expected to consist of three LNG trains with a combined design nameplate outlet capacity of 16.45 metric tonnes per annum. Once completed, the liquefaction project is subjectwill enable LCL to eachliquefy domestically produced natural gas and export it as LNG. On June 18, 2017, LCL signed a memorandum of understanding with Korea Gas Corporation and Shell to study the feasibility of a joint development of the Lake Charles liquefaction project. LCL and BG making an affirmative FID to proceed with the project, which decision isShell are actively involved in the sole discretiona variety of each party. In the event an affirmative FID is made by both parties, LCL and BG will enter into several agreementsactivities 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 constructiondevelopment of the liquefaction facilityproject. LCL has also been marketing LNG offtake to numerous potential customers in Asia and upon completion ofEurope.
In December 2019, ET announced a comprehensive commercial tender package which was issued to engineering, procurement and construction managecontractors to submit final bids for 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 theproposed Lake Charles LNG liquefaction project would commence immediately thereafterbeing developed with Shell US LNG, LLC. The commercial bids are expected to be received in order to place the first and second LNG trains in service in 2022 and the train in service in early 2023.quarter of 2020.
The export of LNG produced by the liquefaction project from the U.S. willUnited States would 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.LCL. In July 2011, LCEMarch 2013, LCL obtained a DOE authorization to export LNG to countries with which the U.S.United States has or will have Free Trade Agreements (“FTA”) for trade in natural gas (the “FTA Authorization”).  In August 2013, LCEJuly 2016, LCL also 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,addition, 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 ourits wetlands permits from the U.S.United States 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.
Midstream
The following details our assets in the midstream segment:
Description of Assets
Net Gas Processing Capacity
(MMcf/d)
South Texas Region:
Southeast Texas System410
Eagle Ford System1,920
Ark-La-Tex Region1,442
North Central Texas Region700
Permian Region2,740
Midcontinent Region1,385
Eastern Region200

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 ETC Katy Pipeline and is also connected to the Oasis Pipeline. The Southeast Texas System includes two natural gas processing plants (La Grange and Alamo) with aggregate capacity of 410 MMcf/d. The La Grange and Alamo processing plants are natural gas processing plants that process the rich gas that flows through our gathering system to produce residue gas and NGLs. Residue gas is delivered into our intrastate pipelines and NGLs are delivered into our NGL pipelines to Lone Star.
Our treating facilities remove carbon dioxide and hydrogen sulfide from natural gas gathered into our 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 our 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 1.92 Bcf/d. Our Chisholm, Kenedy, Jackson and King Ranch processing plants are connected to our intrastate transportation pipeline systems for deliveries of residue gas and are also connected with our NGL pipelines for delivery of NGLs to Lone Star.
Ark-La-Tex Region:
Our 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. Our Northern Louisiana assets include the Bistineau, Creedence, and Tristate Systems, which collectively include three natural gas treating facilities, with aggregate capacity of 1.4 Bcf/d.
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, a 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 an NGL pipeline that provides connections to the Mont Belvieu market for NGLs produced from our processing plants. Collectively, the ten natural gas processing facilities (Dubach, Dubberly, Lisbon, Salem, Elm Grove, Minden, Ada, Brookeland, Lincoln Parish and Mt. Olive) have an aggregate capacity of 1.3 Bcf/d.
Through the gathering and processing systems described above and their interconnections with RIGS in north Louisiana, as well as other pipelines, we offer 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. Our North Central Texas assets include our Godley and Crescent plants, which process rich gas produced from the Barnett Shale and STACK play, with aggregate capacity of 700 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 we gather and process, including several major interstate and intrastate pipelines serving California, the midcontinent 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 eleven processing facilities (Waha, Coyanosa, Red Bluff, Halley, Jal, Keyston, Tippet, Orla, Panther, Rebel and Arrowhead) with an aggregate processing capacity of 2.4 Bcf/d and one natural gas conditioning facility with aggregate capacity of 200 MMcf/d.
We own a 50% membership interest in Mi Vida JV, a joint venture which owns a 200 MMcf/d cryogenic processing plant in West Texas. We operate the plant and related facilities on behalf of Mi Vida JV.

We own a 50% 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.
Midcontinent Region:
The Midcontinent 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 and the STACK in central Oklahoma. These mature basins have continued to provide generally long-lived, predictable production volume. Our Midcontinent assets are extensive systems that gather, compress and dehydrate low-pressure gas. The Midcontinent Systems include sixteen natural gas processing facilities (Mocane, Beaver, Antelope Hills, Woodall, Wheeler, Sunray, Hemphill, Phoenix, Hamlin, Spearman, Red Deer, Lefors, Cargray, Gray, Rose Valley, and Hopeton) with an aggregate capacity of approximately 1.4 Bcf/d.
We operate our Midcontinent 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.
We also own 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 eleven counties in Pennsylvania, four counties in Ohio, three counties in West Virginia, and gather natural gas from the Marcellus and Utica basins. Our Eastern Region assets include approximately 600 miles of natural gas gathering pipeline, natural gas trunklines, fresh-water pipelines, and nine gathering and processing systems, as well as the 200 MMcf/d Revolution processing plant, which feeds into our Mariner East and Rover pipeline systems.
We also own a 51% membership interest in Aqua – ETC Water Solutions LLC, a joint venture that transports and supplies fresh water to natural gas producers drilling in the Marcellus Shale in Pennsylvania.
We own a 75% membership interest in ORS. On behalf of ORS, we operate its Ohio Utica River System, which consists of 47 miles of 36-inch, 13 miles of 30-inch and 3 miles of 24-inch gathering trunklines, that delivers up to 3.6 Bcf/d to Rockies Express Pipeline, Texas Eastern Transmission, Leach Xpress, Rover and DEO TPL-18.

NGL and Refined Products Transportation and Services
The following details the assets in our NGL and refined products transportation and services segment:
Description of Assets 
Miles of Liquids Pipeline (2)
 
NGL Fractionation / Processing Capacity
(MBbls/d)
 
Working Storage Capacity
(MBbls)
Liquids Pipelines:      
Lone Star Express 535
 —
 —
West Texas Gateway Pipeline 512
 —
 —
Lone Star 1,617
 —
 —
Mariner East 670
 —
 —
Mariner South 97
 —
 —
Mariner West 395
 —
 —
White Cliffs Pipeline(3)
 527
 —
 —
Other NGL Pipelines 162
 —
 —
Liquids Fractionation and Services Facilities:      
Mont Belvieu Facilities 182
 790
 50,000
Sea Robin Processing Plant(1)
 —
 26
 —
Refinery Services(1)
 103
 35
 —
Hattiesburg Storage Facilities —
 —
 3,000
Cedar Bayou —
 —
 1,600
NGL Terminals:      
Nederland —
 —
 1,200
Marcus Hook Industrial Complex —
 132
 6,000
Inkster —
 —
 860
Refined Products Pipelines: 
 
 
    Eastern region pipelines 957
 —
 —
    Midcontinent region pipelines 349
 —
 —
    Southwest region pipelines 876
 —
 —
    Inland Pipeline 581
 —
 —
    JC Nolan Pipeline 502
 —
 —
Refined Products Terminals:      
Eagle Point —
 —
 7,000
Marcus Hook Industrial Complex —
 —
 1,000
Marcus Hook Tank Farm —
 —
 2,000
Marketing Terminals —
 —
 8,000
JC Nolan Terminal —
 —
 134
(1)
Additionally, the Sea Robin Processing Plant and Refinery Services have residue capacities of 850 MMcf/d and 54 MMcf/d, respectively.
(2)
Miles of pipeline as reported to PHMSA.
(3)
The White Cliffs Pipeline consists of two parallel, 12-inch common carrier pipelines: one crude oil pipeline and one NGL pipeline.
The following information describes our principal NGL and refined products transportation and services assets:
The Lone Star Express System is an interstate NGL pipeline consisting of 24-inch and 30-inch long-haul transportation pipeline, with throughput capacity of approximately 500 MBbls/d, 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. An expansion of the pipeline is currently underway, which will add approximately 400 MBbls/d of NGL pipeline capacity from Lone Star’s pipeline system near Wink, Texas to the Lone Star Express 30-inch pipeline south of Fort Worth, Texas. It is expected to be in service by the fourth quarter of 2020.
The West Texas Gateway Pipeline transports NGLs produced in the Permian and Delaware Basins and the Eagle Ford Shale to Mont Belvieu, Texas and has a throughput capacity of approximately 240 MBbls/d.
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, began service in December 2018. The Mariner East pipeline has a throughput capacity of approximately 345 MBbls/d.
The Mariner South liquids pipeline delivers export-grade propane and butane products from Lone Star’s Mont Belvieu, Texas storage and fractionation complex to our marine terminal in Nederland, Texas and has a throughput capacity of approximately 200 MBbls/d.
The Mariner West pipeline provides transportation of ethane from the Marcellus shale processing and fractionating areas in Houston, Pennsylvania to Marysville, Michigan and the Canadian border and has a throughput capacity of approximately 50 MBbls/d.
•
The White Cliffs NGL pipeline, which we have 51% ownership interest in and which was acquired by ET in the SemGroup acquisition and contributed to ETO in January 2020, transports NGLs produced in the DJ Basin to Cushing, where it interconnects with the Southern Hills Pipeline to move NGLs to Mont Belvieu, Texas and has a throughput capacity of approximately 40 MBbls/d.
•
Other NGL pipelines include the 127-mile Justice pipeline with capacity of 375 MBbls/d, the 45-mile Freedom pipeline with a capacity of 56 MBbls/d, the 20-mile Spirit pipeline with a capacity of 20 MBbls/d and a 50% interest in the 87-mile Liberty pipeline with a capacity of 140 MBbls/d.
Our Mont Belvieu storage facility is an integrated liquids storage facility with approximately 50 MMBbls of salt dome capacity providing 100% fee-based cash flows. The Mont Belvieu storage facility has access to multiple NGL and refined products pipelines, the Houston Ship Channel trading hub, and numerous chemical plants, refineries and fractionators.
•
Our Mont Belvieu fractionators handle NGLs delivered from several sources, including the Lone Star Express pipeline and the Justice pipeline. Fractionator VI was placed in service in February 2019, Fractionator VII was placed in service in the first quarter of 2020, and Fractionator VIII is currently under construction and is scheduled to be operational by the second quarter of 2021.
Sea Robin is a rich gas processing plant located on the Sea Robin Pipeline in southern Louisiana. The plant is connected to nine interstate and four intrastate residue pipelines, as well as various deep-water production fields.
Refinery Services consists of a refinery off-gas processing unit and an O-grade NGL fractionation / Refinery-Grade Propylene (“RGP”) splitting complex located along the Mississippi River refinery corridor in southern Louisiana.  The off-gas processing unit cryogenically processes refinery off-gas, and the fractionation / RGP splitting complex fractionates the streams into higher value components.  The O-grade fractionator and RGP splitting complex, located in Geismar, Louisiana, is connected by approximately 103 miles of pipeline to the Chalmette processing plant, which has a processing capacity of 54 MMcf/d.
The Hattiesburg storage facility is an integrated liquids storage facility with approximately 3 MMBbls of salt dome capacity, providing 100% fee-based cash flows.
•
The Cedar Bayou storage facility is an integrated liquids storage facility with approximately 1.6 MMBbls of tank storage, generating revenues from fixed fee storage contracts, throughput fees, and revenue from blending butane into refined gasoline.
The Nederland terminal, in addition to crude oil activities, also provides approximately 1.2 MMBbls of storage and distribution services for NGLs in connection with the Mariner South pipeline, which provides transportation of propane and butane products from the Mont Belvieu region to the Nederland terminal, where such products can be exported via ship.
The Marcus Hook Industrial Complex includes fractionation, terminalling and storage assets, with a capacity of approximately 2 MMbbls of NGL storage capacity in underground caverns, 4 MMbbls of above-ground refrigerated storage, and related commercial agreements. The terminal has a total active refined products storage capacity of approximately 1 MMbbls. The facility can receive NGLs and refined products via marine vessel, pipeline, truck and rail, and can deliver via marine vessel,

pipeline and truck. In addition to providing NGL storage and terminalling services to both affiliates and third-party customers, the Marcus Hook Industrial Complex currently serves as an off-take outlet for our Mariner East 1 pipeline system.
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The Inkster terminal, located near Detroit, Michigan, consists of multiple salt caverns with a total storage capacity of approximately 860 MBbls of NGLs. We use 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.
The Eastern region refined products pipelines consist of approximately 615 miles of 6-inch to 16-inch diameters refined product pipelines in Eastern, Central and North Central Pennsylvania, approximately 162 miles of 8-inch refined products pipeline in western New York and approximately 180 miles of various diameters refined products pipeline in New Jersey (including 80 miles of the 16-inch diameter Harbor Pipeline).
The midcontinent region refined products pipelines primarily consist of approximately 296 miles of 3-inch to 12-inch refined products pipelines in Ohio and approximately 53 miles of 6-inch and 8-inch refined products pipeline in Michigan.
The Southwest region refined products pipelines are located in Eastern Texas and consist primarily of approximately 876 miles of 8-inch diameter refined products pipeline.
The Inland refined products pipeline is approximately 580 miles of pipeline in Ohio, consisting of 72 miles of 12-inch diameter refined products pipeline in Northwest Ohio, 206 miles of 10-inch diameter refined products pipeline in vicinity of Columbus, Ohio, 135 miles of 8-inch diameter refined products pipeline in western Ohio, and 168 miles of 6-inch diameter refined products pipeline in Northeast Ohio.
The JC Nolan Pipeline is a joint venture between a wholly-owned subsidiary of the Partnership and a wholly-owned subsidiary of Sunoco LP, which transports diesel fuel from a tank farm in Hebert, Texas to Midland, Texas, and was placed into service in July 2019 and has a throughput capacity of approximately 36 MBbls/d.
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We have approximately 35 refined products terminals with an aggregate storage capacity of approximately 8 MMBbls 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.
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In addition to crude oil service, the Eagle Point terminal can accommodate three marine vessels (ships or barges) to receive and deliver refined products to outbound ships and barges. The tank farm has a total active refined products storage capacity of approximately 7 MMBbls, and provides customers with access to the facility via ship, barge and pipeline. The terminal can deliver via ship, barge, truck or pipeline, providing customers with access to various markets. The terminal generates revenue primarily by charging fees based on throughput, blending services and storage.
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The Marcus Hook Tank Farm has a total refined products storage capacity of approximately 2 MMBbls of refined products storage. The terminal receives and delivers refined products via pipeline and primarily provides terminalling services to support movements on our refined products pipelines.
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The JC Nolan Terminal, located in Midland, Texas, is a joint venture between a wholly-owned entity of the Partnership and wholly-owned entity of Sunoco LP, which provides diesel fuel storage that was placed into service in August 2019.
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This segment also includes the following joint ventures: 15% membership interest in the Explorer Pipeline Company, a 1,850-mile pipeline which originates from refining centers in Beaumont, Port Arthur, and Houston, Texas and extends to Chicago, Illinois; 31% membership interest in the Wolverine Pipe Line Company, a 1,055-mile pipeline that originates from Chicago, Illinois and extends to Detroit, Grand Haven, and Bay City, Michigan; 17% membership interest in the West Shore Pipe Line Company, a 650-mile pipeline which originates in Chicago, Illinois and extends to Madison and Green Bay, Wisconsin; a 14% membership interest in the Yellowstone Pipe Line Company, a 710-mile pipeline which originates from Billings, Montana and extends to Moses Lake, Washington.

Crude Oil Transportation and Services
The following details our pipelines and terminals in its crude oil transportation and services operations:
Description of Assets Ownership Interest 
Miles of Crude Pipeline (1)
 Working Storage Capacity
(MBbls)
Dakota Access Pipeline 36.40% 1,172
 —
Energy Transfer Crude Oil Pipeline 36.40% 744
 —
Bayou Bridge Pipeline 60% 212
 —
Permian Express Pipelines 87.7% 1,712
 —
Wattenberg Oil Trunkline 100% 75
 360
White Cliffs Pipeline(2)
 51% 527
 100
Maurepas Pipeline 51% 106
 —
Other Crude Oil Pipelines 100% 6,222
 —
Nederland Terminal 100% —
 29,000
Fort Mifflin Terminal 100% —
 3,175
Eagle Point Terminal 100% —
 1,300
Midland Terminal 100% —
 2,000
Marcus Hook Industrial Complex 100% —
 1,000
Houston Terminal 100% —
 18,200
Cushing Facility 100% —
 7,600
Patoka, Illinois Terminal 87.7% —
 2,000
(1)
Miles of pipeline as reported to PHMSA.
(2)
The White Cliffs Pipeline consists of two parallel, 12-inch common carrier crude oil pipelines: one crude oil pipeline and one NGL pipeline.
Our crude oil operations consist of an integrated set of pipeline, terminalling, trucking and acquisition and marketing assets that service the movement of crude oil from producers to end-user markets. The following details our assets in the crude oil transportation and services segment:
Crude Oil Pipelines
Our crude oil pipelines consist of approximately 10,770 miles of crude oil trunk and gathering pipelines in the southwest, northwest and midwest United States, including our wholly-owned interests in West Texas Gulf, Permian Express Terminal LLC, Mid-Valley and Wattenberg Oil Trunkline. Additionally, we have equity ownership interests in two crude oil pipelines. Our crude oil 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. Our crude oil pipelines also deliver to and connect with other pipelines that deliver crude oil to a number of refineries.
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Bakken Pipeline. Dakota Access and ETCO are collectively referred to as the “Bakken Pipeline.” The Bakken Pipeline is a 1,916 mile pipeline with capacity of 570 MBbls/d, that transports domestically produced crude oil from the Bakken/Three Forks production areas in North Dakota to a storage and terminal hub outside of Patoka, Illinois, or to gulf coast connections including our crude terminal in Nederland Texas.
The pipeline transports light, sweet crude oil from North Dakota to major refining markets in the Midwest and Gulf Coast regions.
Dakota Access went into service on June 1, 2017 and consists of approximately 1,172 miles of 12, 20, 24 and 30-inch diameter pipeline traversing North Dakota, South Dakota, Iowa and Illinois. Crude oil transported on the Dakota Access originates at six terminal locations in the North Dakota counties of Mountrail, Williams and McKenzie. The pipeline delivers the crude oil to a hub outside of Patoka, Illinois where it can be delivered to the ETCO Pipeline for delivery to the Gulf Coast, or can be transported via other pipelines to refining markets throughout the Midwest.

ETCO went into service on June 1, 2017 and consists of approximately 675 miles of mostly 30-inch converted natural gas pipeline and 69 miles of new 30-inch pipeline from Patoka, Illinois to Nederland, Texas, where the crude oil can be refined or further transported to additional refining markets.
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Bayou Bridge Pipeline. The Bayou Bridge Pipeline is a joint venture between ETO and Phillips 66, in which ETO has a 60% ownership interest and serves as the operator of the pipeline. Phase I of the pipeline, which consists of a 30-inch pipeline from Nederland, Texas to Lake Charles, Louisiana, went into service in April 2016. Phase II of the pipeline, which consists of 24-inch pipe from Lake Charles, Louisiana to St. James, Louisiana, which went into service in March 2019.
With the completion of Phase II, Bayou Bridge Pipeline has a capacity of approximately 480 MBbls/d of light and heavy crude oil from different sources to the St. James crude oil hub, which is home to important refineries located in the Gulf Coast region.
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Permian Express Pipelines. The Permian Express pipelines are part of the PEP joint venture and include Permian Express 1, Permian Express 2, Permian Express 3, Permian Express 4, which became operational in May 2019, Permian Longview and Louisiana Access pipelines, as well as the Longview to Louisiana and Nederland Access pipelines contributed to this joint venture by ExxonMobil. These pipelines are comprised of crude oil trunk pipelines and crude oil gathering pipelines in Texas and Oklahoma and provide takeaway capacity from the Permian Basin, which origins in multiple locations in Western Texas.
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White Cliffs Pipeline. White Cliffs Pipeline, which was acquired by ET in the SemGroup acquisition and contributed to ETO in January 2020, owns a12-inch common carrier, crude oil pipeline, with a throughput capacity of 100 MBbls/d, that transports crude oil from Platteville, Colorado to Cushing, Oklahoma.
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Maurepas Pipeline. The Maurepas Pipeline, which was acquired by ET in the SemGroup acquisition and contributed to ETO in January 2020, consists of three pipelines, with an aggregate throughput capacity of 460 MBbls/d, which service refineries in the Gulf Coast region.
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Other Crude Oil pipelines include the Mid-Valley pipeline system which originates in Longview, Texas and passes through Louisiana, Arkansas, Mississippi, Tennessee, Kentucky and Ohio and terminates in Samaria, Michigan. This pipeline provides crude oil to a number of refineries, primarily in the Midwest United States.
In addition, we own 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 MPLX’s Samaria, Michigan tank farm, which supplies its Marathon Petroleum Corporation’s refinery in Detroit, Michigan.
We also own and operate crude oil pipeline and gathering systems in Oklahoma and Kansas. We have the ability to deliver substantially all of the crude oil gathered on our Oklahoma and Kansas systems to Cushing. We are one of the largest purchasers of crude oil from producers in the area, and our crude oil acquisition and marketing activities business is the primary shipper on our Oklahoma crude oil system.
Crude Oil Terminals
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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, petrochemicals and bunker oils (used for fueling ships and other marine vessels). The terminal currently has a total storage capacity of approximately 29 MMBbls in approximately 150 above ground storage tanks with individual capacities of up to 660 MBbls.
The Nederland terminal can receive crude oil at four of its five ship docks and four barge berths. The four ship docks are capable of receiving over 2 MMBbls/d of crude oil. In addition to our 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 caverns near Winnie, Texas, which have an aggregate storage capacity of approximately 395 MMBbls.
The Nederland Terminal can deliver crude oil and other petroleum products via pipeline, barge and ship. The terminal has three 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 MMBbls/d of crude oil to our 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.
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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 575 MBbls. 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. This facility has a total storage capacity of approximately 2.6 MMBbls. Darby Creek receives crude oil from the Fort Mifflin terminal and Hog Island wharf via our pipelines. The tank farm then stores the crude oil and transports it to the PES refinery via our pipelines.
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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 1.3 MMBbls and can receive crude oil via barge and rail and deliver via ship and barge, providing customers with access to various markets. The terminal generates revenue primarily by charging fees based on throughput, blending services and storage.
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Midland. The Midland terminal is located in Midland, Texas and was acquired in November 2016 from Vitol. The facility includes approximately 2 MMBbls of crude oil storage, a combined 20 lanes of truck loading and unloading, and provides access to the Permian Express 2 transportation system.
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Marcus Hook Industrial Complex. The Marcus Hook Industrial Complex can receive crude oil via marine vessel and can deliver via marine vessel and pipeline. The terminal has a total active crude oil storage capacity of approximately 1 MMBbls.
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Patoka, Illinois Terminal. The Patoka, Illinois terminal is a tank farm and was contributed by ExxonMobil to the PEP joint venture and is located in Marion County, Illinois. The facility includes 234 acres of owned land and provides for approximately 2 MMBbls of crude oil storage.
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Houston Terminal. The Houston Terminal, which was acquired by ET in the SemGroup acquisition and contributed to ETO in February 2020, consists of storage tanks located on the Houston Ship Channel with an aggregate storage capacity of 18.2 MMBbls used to store, blend and transport refinery products and refinery feedstocks via pipeline, barge, rail, truck and ship. This facility has five deep-water ship docks on the Houston Ship Channel capable of loading and unloading Suezmax cargo vessels and seven barge docks which can accommodate 23 barges simultaneously, three crude oil pipelines connecting to four refineries and numerous rail and truck loading spots.
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Cushing Facilities. The Cushing Facility, which was acquired by ET in the SemGroup acquisition and contributed to ETO in January 2020, has approximately 7.6 MMBbls crude oil storage, of which 5.6 MMBbls are leased to customer and 2.0 MMBbls are available for crude oil operations, blending and marketing activities. The storage terminal has inbound connections with the White Cliffs Pipeline from Platteville, Colorado, the Great Salt Plains Pipeline from Cherokee, Oklahoma, the Cimarron Pipeline from Boyer, Kansas, and two-way connections with all of the other major storage terminals in Cushing. The Cushing terminal also includes truck unloading facilities.
Crude Oil Acquisition and Marketing
Our crude oil acquisition and marketing operations are conducted using our assets, which include approximately 575 crude oil transport trucks, 360 trailers and approximately 150 crude oil truck unloading facilities, as well as third-party truck, rail and marine assets.
Investment in Sunoco LP
Sunoco LP is a distributor of motor fuels and other petroleum products which Sunoco LP supplies to third-party dealers and distributors, to independent operators of commission agent locations and other commercial 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 Sunoco-branded motor fuel, supplying an extensive distribution network of approximately 5,474 Sunoco-branded company and third-party operated locations throughout the East Coast, Midwest, South Central and Southeast regions of the United States. Sunoco LP believes it is one of the largest independent motor fuel 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 operations primarily consist of fuel distribution and marketing.
Sunoco LP’s Fuel Distribution and Marketing Operations
Sunoco LP’s fuel distribution and marketing operations are conducted by the following consolidated subsidiaries:
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Sunoco, LLC (“Sunoco LLC”), a Delaware limited liability company, primarily distributes motor fuel in 30 states throughout the East Coast, Midwest, South Central and Southeast regions of the United States. Sunoco LLC also processes transmix and distributes refined product through its terminals in Alabama, Texas, Arkansas and New York;
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Sunoco Retail LLC (“Sunoco Retail”), a Pennsylvania limited liability company, owns and operates retail stores that sell motor fuel and merchandise primarily in New Jersey;
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Aloha Petroleum LLC, a Delaware limited liability company, distributes motor fuel and operates terminal facilities on the Hawaiian Islands; and
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Aloha Petroleum, Ltd. (“Aloha”), a Hawaii corporation, owns and operates retail stores on the Hawaiian Islands.
Sunoco LP purchases motor fuel primarily from independent refiners and major oil companies and distributes it across more than 30 states throughout the East Coast, Midwest, South Central and Southeast regions of the United States, as well as Hawaii to approximately:
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75 company owned and operated retail stores;
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537 independently operated consignment locations where Sunoco LP sells motor fuel to customers under commission agent arrangements with such operators;
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6,742 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
2,581 other commercial customers, including unbranded convenience stores, other fuel distributors, school districts and municipalities and other industrial customers.
Sunoco LP’s Other Operations
Sunoco LP’s other operations include retail operations in Hawaii and New Jersey, credit card services and franchise royalties.
Investment in USAC
The following details the assets of USAC:
USAC’s modern, standardized compression unit fleet is powered primarily by the Caterpillar, Inc.’s 3400, 3500 and 3600 engine classes, which range from 401 to 5,000 horsepower per unit. These larger horsepower units, which USAC defines as 400 horsepower per unit or greater, represented 86.2% of its total fleet horsepower (including compression units on order) as of December 31, 2019. In addition, a portion of its fleet consists of smaller horsepower units ranging from 40 horsepower to 399 horsepower that are primarily used in gas lift applications.

The following table provides a summary of USAC’s compression units by horsepower as of December 31, 2019:
Unit Horsepower Fleet Horsepower Number of Units 
Horsepower on Order (1)
 Number of Units on Order Total Horsepower Total Number of Units
Small horsepower            
<400 516,674
 3,031
 —
 —
 516,674
 3,031
             
Large horsepower            
>400 and <1,000 426,384
 730
 9,000
 15
 435,384
 745
>1,000 2,739,910
 1,690
 47,500
 19
 2,787,410
 1,709
Total large horsepower 3,166,294
 2,420
 56,500
 34
 3,222,794
 2,454
Total horsepower 3,682,968
 5,451
 56,500
 34
 3,739,468
 5,485
(1)
As of December 31, 2019, USAC had 56,500 large horsepower compression units on order for delivery during 2020.
All Other
The following details the significant assets in the “All Other” segment.
Contract Services Operations
We own and operate a fleet of equipment used to provide treating services, such as carbon dioxide and hydrogen sulfide removal, natural gas cooling, dehydration and Btu management. Our contract treating services are primarily located in Texas, Louisiana and Arkansas.
Compression
We own DDT, which provides compression services to customers engaged in the transportation of natural gas, including our subsidiaries in other segments.
Natural Resources Operations
Our Natural Resources operations primarily involve the management and leasing of coal properties and the subsequent collection of royalties. We also earn 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, 2019, we owned or controlled approximately 762 million tons of proven and probable coal reserves in central and northern Appalachia, properties in eastern Kentucky, 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.
Canadian Operations
Our Canadian operations, which were acquired in the SemGroup acquisition, include a 51% ownership interest in SemCAMS, which owns and operates natural gas processing and gathering facilities in Alberta, Canada. The Canadian operations assets include four sour natural gas processing plants and two sweet natural gas processing plants that have a combined operating capacity of 1,290 MMcf/d and a network of approximately 848 miles of natural gas gathering and transportation pipelines. The principal process performed at the processing plants is to remove contaminants and render the gas saleable to downstream pipelines and markets.
Business Strategy
We believe we have engaged, and will continue to engage, in a well-balanced plan for growth through strategic acquisitions, internally generated expansion, measures aimed at increasing the profitability of our existing assets and executing cost control measures where appropriate to manage our operations.
We intend to continue to operate as a diversified, growth-oriented limited partnership. We believe that by pursuing independent operating and growth strategies we will be best positioned to achieve our objectives. We balance our desire for growth with our goal of preserving a strong balance sheet, ample liquidity and investment grade credit metrics.

Following is a summary of the business strategies of our core businesses:
Growth through acquisitions.  We intend to continue to make strategic acquisitions that offer the opportunity for operational efficiencies and the potential for increased utilization and expansion of our existing assets while supporting our investment grade credit ratings.
Engage in construction and expansion opportunities.  We intend to leverage our existing infrastructure and customer relationships by constructing and expanding systems to meet new or increased demand for midstream and transportation services.
Increase cash flow from fee-based businesses.  We intend to increase the percentage of our business conducted with third parties under fee-based arrangements in order to provide for stable, consistent cash flows over long contract periods while reducing exposure to changes in commodity prices.
Enhance profitability of existing assets.  We intend to increase the profitability of our existing asset base by adding new volumes under long-term producer commitments, undertaking additional initiatives to enhance utilization and reducing costs by improving operations.
Competition
Natural Gas
The business of providing natural gas gathering, compression, treating, transporting, storingtransportation, storage 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 operationssegment 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 and gas companies, interstate

and intrastate pipelines and other 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 and gas 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 productscrude oil and crude oilrefined products pipelines, we face competition withfrom other pipelines.pipelines as well as rail and truck transportation. Generally, pipelines are the safest, 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 rail and 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, rail and trucks compete effectively for incremental and marginal volume in many areas served by our pipelines.
We also faceWith respect to competition among common carrierfrom other pipelines, carrying crude oil. This competition is based primarily onthe primary competitive factors consist of 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,industrial end-users, oil and gas producers, municipalities, gas and electric utilities, midstream companies, and independent power generators and fuel distributors.generators. 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.
NaturalOur 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, 2016,2019, 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 of 1938 (“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, Rover, 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 the 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 in excess of up to approximately $1$1.1 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 of 1978 (“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, Trans-Pecos and Comanche Trail 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 becomeare subject to state public utility or related jurisdictionstatutes and regulations which could impose additional environmental, safety and operational regulationsrequirements relating to the design, siting, installation, testing, construction, operation, replacement and management of NGL gathering facilities.transportation systems. In some jurisdictions, state public utility commission oversight may include the possibility of fines, penalties and delays in construction related to these regulations. In addition, the rates, terms and conditions of service for shipments of NGLs on our pipelines are subject to regulation by the FERC under the Interstate Commerce Act (“ICA”("ICA") and the Energy Policy Act of 1992 (the “EPAct"EPAct of 1992”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’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”),ICA, the Energy Policy ActEPAct 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 makingratemaking to establish or support our rates, the issue of the proper allowance for federal and state income taxes could arise. In 2005, the 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 the 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 the 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 the FERC regarding our cost of service, may also be subject to review in the courts. OnIn July 2016, the United States Court of Appeals for the District of Columbia Circuit issued an opinion in United Airlines, Inc., et al. v. FERC, finding that the FERC had acted arbitrarily and capriciously when it failed to demonstrate that permitting an interstate petroleum products pipeline organized as a master limited partnership, or MLP, to include an income tax allowance in the cost of service underlying its rates, in addition to the discounted cash flow return on equity, would not result in the pipeline partnership owners double recovering their income taxes. The court vacated the FERC’s order and remanded to the FERC to consider mechanisms for demonstrating that there is no double recovery as a result of the income tax allowance. In December 23, 2016, the FERC issued ana Notice of Inquiry Regarding the Commission’s Policy for Recovery of Income Tax Credits.Costs. The FERC is seeking commentrequested comments regarding how to address any double recovery resulting from the FERC’sCommission’s current income tax allowance and rate of return policies. The comment period with respect to the proposed rules extends untilnotice of inquiry ended in April 7, 2017.
In March 2018, the FERC issued a Revised Policy Statement on Treatment of Income Taxes in which the FERC found that an impermissible double recovery results from granting an MLP pipeline both an income tax allowance and a return on equity pursuant to the FERC’s discounted cash flow methodology. The FERC revised its previous policy, stating that it would no longer permit an MLP pipeline to recover an income tax allowance in its cost of service. The FERC stated it will address the application of the United Airlines decision to non-MLP partnership forms as those issues arise in subsequent proceedings. Further, the FERC stated that it will incorporate the effects of the post-United Airlines policy changes and the Tax Cuts and Jobs Act of 2017 on industry-wide crude oil pipeline costs in the 2020 five-year review of the crude oil pipeline index level. The FERC will also apply the revised Policy Statement and the Tax Cuts and Jobs Act of 2017 to initial crude oil pipeline cost-of-service rates and cost-of-service rate changes on a going-forward basis under the FERC’s existing ratemaking policies, including cost-of-service rate proceedings resulting from shipper-initiated complaints. In July 2018, the FERC dismissed requests for rehearing and clarification of the March 2018 Revised Policy Statement, but provided further guidance, clarifying that a pass-through entity will not be precluded in a future proceeding from arguing and providing evidentiary support that it is entitled to an income tax allowance and demonstrating that its recovery of an income tax allowance does not result in a double recovery of investors’ income tax costs.

Effective January 2018, the 2017 Tax Cuts and Jobs Act changed several provisions of the federal tax code, including a reduction in the maximum corporate tax rate. With the lower tax rate, and as discussed immediately above, the maximum tariff rates allowed by the FERC under its rate base methodology for master limited partnerships may be impacted by a lower income tax allowance component. Many of our interstate pipelines, such as Tiger, MEP and FEP, have negotiated market rates that were agreed to by customers in connection with long-term contracts entered into to support the construction of the pipelines. Other systems, such as FGT, Transwestern and PEPL, have a mix of tariff rate, discount rate, and negotiated rate agreements. In addition, several of these pipelines are covered by approved settlements, where rate filings will be made in the future. As such, the timing and impact of these systems of any tax change is unknown at this time.
In March 2019, following the decision of the D.C. Circuit in Emera Maine v. Federal Energy Regulatory Commission, FERC issued a Notice of Inquiry regarding its policy for determining return on equity (“ROE”). FERC specifically sought information and stakeholder views to help FERC explore whether, and if so how, it should modify its policies concerning the determination of ROE to be used in designing jurisdictional rates charged by public utilities. FERC also expressly sought comment on whether any changes to its policies concerning public utility ROEs should be applied to interstate natural gas and oil pipelines. Initial comments were due in June 2019, and reply comments were due in July 2019. FERC has not taken any further action with respect to the Notice of Inquiry as of this time, and therefore we cannot predict what effect, if any, such development could have on our cost-of-service rates in the future.
The EPAct of 1992 required the FERC to establish a simplified and generally applicable methodology to adjust tariff rates for inflation for interstate petroleum pipelines. As a result, the 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. The 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, the 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 2two 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 untilended in March 17, 2017. The FERC has taken no further action on the proposed rule to date.
Finally, in November 2017, the FERC responded to a petition for declaratory order and issued an order that may have significant impacts on the way a marketer of crude oil or petroleum products that is affiliated with an interstate pipeline can price its services if those services include transportation on an affiliate’s interstate pipeline.  In particular, the FERC’s November 2017 order prohibits buy/sell arrangements by a marketing affiliate if: (i) the transportation differential applicable to its affiliate’s interstate pipeline transportation service is at a discount to the affiliated pipeline’s filed rate for that service; and (ii) the pipeline affiliate subsidizes the loss.  Several parties have requested that the FERC clarify its November 2017 order or, in the alternative, grant rehearing of the November 2017 order.  The FERC extended the time frame to respond to such requests in January 2018, but has not yet taken final action. We are unable to predict how the FERC will respond to such requests.  Depending on how the FERC responds, it could have an impact on the rates we are permitted to charge.
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,Pennsylvania Public Utility Commission 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 the 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 HLPSA and NGPSA and HLPSA werehave been amended by the Pipeline Safety, Regulatory Certainty, and Job Creation Act of 2011 (“2011 Pipeline Safety Act”), which re-authorized and the federal pipelineProtecting Our Infrastructure of Pipelines and Enhancing Safety Act of 2016 (“2016 Pipeline Safety Act”). The 2011 Pipeline Safety Act increased the penalties for safety programsviolations, established additional safety requirements for newly constructed pipelines and required studies of safety issues that could result in the adoption of new regulatory requirements by PHMSA through 2015 and increased pipeline safety regulation. Among other things, the legislationfor existing pipelines. The 2011 Pipeline Safety Act 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 inactions. In July 2019, PHMSA issued a gaseous state and requires the DOT Secretary to prescribe minimum safety regulations for such transportation. Effective August 1, 2016,final rule increasing those maximum civil penalties were increased to $205,638 per violation$218,647 per day, with a maximum of approximately $2 million$2,186,465 for a series of violations, to account for inflation. In addition, the Protecting Our Infrastructure of Pipelines and Enhancingviolations. The 2016 Pipeline Safety Act extended PHMSA’s statutory mandate through 2019 and, among other things, require PHMSA to complete certain of its outstanding mandates under the 2011 Pipeline Safety Act and develop new safety standards for natural gas storage facilities, which was issued by PHMSA in January 2020. The 2016 (“PIPES Act) reauthorizedPipeline Safety Act also empowers PHMSA to address imminent hazards by imposing emergency restrictions, prohibitions and safety measures on owners and operators of hazardous liquid or natural gas pipeline facilities without prior notice or an opportunity for a hearing. PHMSA issued interim regulations in October 2016 to implement the federalagency’s expanded authority to address unsafe pipeline safety programs of PHMSA through 2019.conditions or practices that pose an imminent hazard to life, property, or the environment.
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, among other things, would expand integrity management requirementscertain 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; require natural gas pipelines installed before 1970 and impose newthus excluded from certain pressure testing requirements on currently regulated gas transmission pipelines. The proposal would also significantly expand the regulation ofobligations to be tested to determine their maximum allowable operating pressures (“MAOP”); and require certain onshore and offshore gathering lines subjecting previously unregulated pipelinesin Class I areas to requirements regardingcomply with damage prevention, corrosion control, public education, programs, maximum allowable operating pressureMAOP limits, line markers and emergency planning standards. Additional requirements proposed by this proposed rulemaking would increase PHMSA’s integrity management requirements for natural gas pipelines and also require consideration of seismicity in evaluating threats to pipelines. In October 2019, PHMSA submitted three major rules to the Federal Register, including rules focused on: the safety of gas transmission pipelines (the first of three parts of the Mega Rule), the safety of hazardous liquid pipelines, and enhanced emergency order procedures. The gas transmission rule requires operators of gas transmission pipelines constructed before 1970 to determine the material strength of their lines by reconfirming MAOP. In addition, the rule updates reporting and records retention standards for gas transmission pipelines. This rule will take effect on July 1, 2020. PHMSA is then expected to issue the second

part of the Mega Rule focusing on repair criteria in HCAs and creating new repair criteria for non-HCAs, requirements for inspecting pipelines following extreme events, updates to pipeline corrosion control requirements, and various other integrity management requirements. PHMSA is expected to subsequently issue the final part of the gas Mega Rule, the Gas Gathering Rule, focusing on requirements relating to gas gathering lines.
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.administrations and thus, implementation of this final rule remains uncertain. 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 regulationschanges that are effective March 24, 2017.now effective. These regulations are also subject, however, to potential further review in connection with the transition of Presidential administrations. The safety and hazardous liquid pipelines rule discussed above, submitted to the Federal Register by PHMSA in October 2019, extended leak detection requirements to all non-gathering hazardous liquid pipelines and requires operators to inspect affected pipelines following extreme weather events or natural disasters to address any resulting damage. This rule will also take effect on July 1, 2020. In addition, the enhanced emergency procedures rule also mentioned above focuses on increased emergency safety measures. In particular, this rule increases the authority of PHMSA to issue an emergency order that addresses unsafe conditions or hazards that pose an imminent threat to pipeline safety. Unlike the other two rules submitted in October 2019, this rule took effect on December 2, 2019. 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”)federal OSHA’s 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,TRRC, have in the recent past,years, 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, toTo the extent that such legal challengesthese actions are unsuccessful,pursued by PHMSA, 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 oron 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 designed 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, 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.
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 nonhazardousnon-hazardous 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, the EPA and the environmental groups entered into an agreement that was finalized in a consent decree issued by the United States District Court for the District of Columbia on December 28, 2016. Under the decree, the EPA iswas 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,In response to the Consent Decree requires thatdecree, in April 2019, the EPA take final action following notice and comment rulemaking no later than July 15, 2021.signed a determination that revision of the regulations is not necessary at this time. 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 orand lessees and by us for various activities related to gathering, processing, storage and transmission of natural gas, NGLs, crude oil and refined 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, 20162019 and 2015,2018, accruals of $385$320 million and $368$337 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.’sETC Sunoco’s facilities and at formerly owned or third-party sites. Accruals for these environmental remediation activities amounted to $324$252 million and $344$263 million at December 31, 20162019 and 2015,2018, 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 ETC 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, 20162019, the captive insurance company held $226$205 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 The Partnership’s consolidated balance sheet reflected $320 million in environmental accruals recorded onas of 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.2019.
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$4 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-attainmentpublished a final rule in November 2017 that issued area designations with respect to ground-level ozone for approximately 85% of the United States counties as either “attainment/unclassifiable” or “unclassifiable.” In April 2018 and July 2018, the EPA issued area designations for all areas not addressed in the November 2017 rule. States with moderate or high nonattainment areas must submit state implementation plans to the EPA by October 1, 2017, and requiring2021. Reclassification of areas or imposition of more stringent standards may make it more difficult to construct new or modified sources of air pollution in newly designated non-attainment areas. Also, states are expected to revise implementation plans by October 1, 2020, with compliance dates anticipated between 2021 and 2037 determined by the degreeimplement more stringent requirements as a result of non-attainment.  this new final rule, which could apply to our customers’ operations. 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 MayJune 2015, the EPA issuedand the United States Army Corps of Engineers (“USACE”) published a final rule that attemptsattempting to clarify the federal jurisdictional reach over waters of the United States, but legal challenges to this rule has beenfollowed. The 2015 rule was stayed nationwide byto determine whether federal district or appellate courts had jurisdiction to hear cases in the U.S. Sixth Circuit Court of Appeals as that appellate courtmatter and, numerous district courts ponder lawsuits opposing implementation of the rule. Inin January 2017, the U.S.United States Supreme Court accepted reviewagreed to hear the case. The EPA and USACE proposed a rulemaking in June 2017 to repeal the June 2015 rule, announced their intent to issue a new rule defining the Clean Water Act’s jurisdiction, and published a proposed rule in November 2017 specifying that the contested May 2015 rule would not take effect until two years after the November 2017 proposed rule was finalized and published in the Federal Register. In January 2018, the United States Supreme Court issued a decision finding that jurisdiction resides with the federal district courts. Also in January 2018, the EPA and USACE finalized a rule that would delay applicability of the rule to determine whethertwo years from the rule’s publication in the Federal Register. The EPA and USACE formally proposed a rule revising the definition of “waters of the United States” in December 2018. The proposed definition would substantially reduce the scope of waters that fall within the Clean Water Act’s jurisdiction, rests within part by excluding ephemeral streams. The EPA and USACE had previously determined that ephemeral streams could potentially qualify as “waters of the federal districtUnited States,” which would not be possible under the proposed definition. In January 2020, a new “waters of the United States” rule was finalized to replace the June 2015 rule. Under the final rule, the following four categories of waters would be defined as “waters of the United States”: traditional navigable waters and territorial seas; perennial and intermittent tributaries to those waters; lakes, ponds and impoundments of jurisdictional waters; and wetlands adjacent to jurisdictional waters. Additional litigation and administrative proceedings are expected in the future. As a result of these developments, future implementation of the June 2015 rule or appellate courts. Toany replacement rule is uncertain at this time, but to the extent theany rule expands the scope of the CWA’sClean Water Act’s jurisdiction, weour operations as well as our exploration and production customers’ drilling programs could faceincur 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, governmental 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.greenhouse gases (“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“best available control technology"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.,United States, 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 (“VOC”) 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,However, the Subpart OOOOa standards have been subject to attempts by the EPA began seeking information aboutto stay portions of those standards, and the agency proposed rulemaking in June 2017 to stay the requirements for a period of two years and revisit implementation of Subpart OOOOa in its entirety. In September 2018, the EPA proposed amendments to Subpart OOOOa that would reduce the 2016 standards’ fugitive emissions monitoring requirements and expand exceptions to controlling methane emissions from facilitiespneumatic pumps, among other changes. Various industry and operatorsenvironmental groups have separately challenged both the original 2016 standards and the EPA’s attempts to delay the implementation of the rule. In August 2019, the EPA proposed two options for further rescinding the Subpart OOOOa standards. Under the EPA’s preferred alternative, the agency would rescind the methane limits for new, reconstructed and modified oil and natural gas production sources while leaving in place the general emission limits for volatile organic compounds, or VOCs, and relieve the EPA of its obligation to develop guidelines for methane emissions from existing sources. In addition, the proposal would remove from the oil and natural gas industrycategory the natural gas transmission and storage segment. The other proposed alternative would rescind the methane requirements of the Subpart OOOOa standards applicable to all oil and natural gas sources, without removing any sources from that source category (and still requiring control of VOCs in general). This rule, should it remain in effect, and any other new methane emission standards imposed on the oil and gas sector could be usedresult in increased costs to develop Existing Source Performance Standards.our operations as well as result in delays or curtailment in such operations, which costs, delays or curtailment could adversely affect our business. 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”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. In August 2017, the United States State Department informed the United Nations of the intent of the United States to withdraw from the Paris Agreement. The United States formally initiated the withdrawal process in November

2019, which would result in an effective exit date of November 2020. The United States’ adherence to the exit process and/or the terms on which the United States may re-enter the Paris Agreement or a separately negotiated agreement are unclear at this time.
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. Recently, activists concerned about the potential effects of climate change have directed their attention at sources of funding for fossil-fuel energy companies, which has resulted in certain financial institutions, funds and other sources of capital restricting or eliminating their investment in oil and natural gas activities. Ultimately, this could make it more difficult to secure funding for exploration and production or midstream activities. Notwithstanding potential risks related to climate change, the International Energy Agency estimates that global energy demand will continue to rise and will not peak until after 2040 and that oil and natural gas will continue to represent a substantial percentage of global energy use over that time. 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 OSHAOccupational Safety and Health Administration’s 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 thatHistorically, 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, ETE2019, ET and its consolidated subsidiaries employed an aggregate of 30,99212,812 employees, 1,7601,551 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, theThe 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,ETO, Panhandle, PennTex, Sunoco Logistics and Sunoco LP and USAC 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,ETO’s, Panhandle’s, PennTex’s, Sunoco Logistics’ and Sunoco LP’s and USAC’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.
TheOur principal source of our earnings and cash flow is cash distributions from ETP, PennTex,ETO. In addition, ETO’s earnings and cash flows are generated by its subsidiaries, including ETO’s investments in Sunoco LP and Sunoco Logistics via the Class H Units.USAC. Therefore, the amount of distributions we are currently able to make to our Unitholders may fluctuate based on the level of distributions ETP, PennTex,ETO and its subsidiaries, including Sunoco LP or Sunoco Logistics makesand USAC, make to their partners. ETP, PennTex, Sunoco LP or Sunoco LogisticsETO may not be able to continue to make quarterly distributions at theirits current level or increase theirits 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 LogisticsETO 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 LogisticsETO to us.
Our ability to distribute cash received from ETP, PennTex, Sunoco LP and Sunoco LogisticsETO 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 LPETO and Sunoco Logistics,its subsidiaries, including tax liabilities of our corporate subsidiaries, if any; and
reserves our General Partnergeneral 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.general partner.
Our cash flow depends primarily on the cash distributions we receive from our partnership interests in ETO, Sunoco LP and USAC, including the incentive distribution rights in ETP and Sunoco LP and, therefore, our cash flow is dependent upon the ability of ETPETO, Sunoco LP and Sunoco LPUSAC 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.ETO. As a result, our cash flow depends on the performance of ETP, PennTex,ETO and its subsidiaries, including Sunoco LP and Sunoco LogisticsUSAC, 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,ETO and its subsidiaries, including Sunoco LP and Sunoco Logistics.USAC.
The amount of cash that ETP, PennTex, Sunoco LP and Sunoco Logistics can distributeETO distributes to their partners, including us each quarter depends upon the amount of cash they generateETO generates from theirits operations, which will fluctuate from quarter to quarter and will depend upon, among other things:
the amount of natural gas, NGLs, crude oil and refined products transported through ETP’s and Sunoco Logistics’ transportation pipelines and gathering systems;

ETO’s pipelines;
the level of throughput in processing and treating operations;
the fees charged and the margins realized by ETP, PennTex,ETO, Sunoco LP and Sunoco LogisticsUSAC for their services;
the price of natural gas, NGLs, crude oil and refined products;
the relationship between natural gas, NGL and crude oil prices;
the amount of cash distributions ETP receives with respect to the 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,ETO, and its subsidiaries, including Sunoco LP and Sunoco LogisticsUSAC, 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.
ETEET 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.directors. Accordingly, we cannot guarantee that ETP, PennTex,ETO, Sunoco LP or Sunoco Logisticsand USAC will have sufficient available cash to pay a specific level of cash distributions to itstheir respective partners.
Furthermore, Unitholders should be aware that the amount of cash that ETP and Sunoco LPour subsidiaries 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 LPour subsidiaries 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”our Subsidiaries” included in this Item 1A for a discussion of further risks affecting ETP’sETO’s ability to generate distributable cash flow.
We may issue an unlimited number of limited partner interests or other classes of equity 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, ETPETO may issue additional preferred equity, 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 LogisticsUSAC may issue additional Common Units,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,ETO, Sunoco Logistics, PennTexLP and Sunoco LPUSAC allow each partnership to issue an unlimited number of additional limited partner interests. The issuance of additional preferred units, common units or other equity securities by each respective partnership will have the following effects:
Unitholders’ current proportionate ownership interest in the respective partnershipseach partnership will decrease;
the amount of cash available for distribution on each common unit or partnership security may decrease;
the ratio of taxable income to distributions may increase;
the relative voting strength of each previously outstanding common unit may be diminished; and
the market price of the respective partnershipseach partnership’s common units may decline.

The payment of distributions on any additional units issued by ETP, PennTex,ETO, Sunoco LP and Sunoco LogisticsUSAC 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 Partnergeneral partner or its directors. In addition, even if Unitholders are dissatisfied, they cannot easily remove the General Partner.our 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 Partnergeneral partner and will have no right to elect our General Partnergeneral partner or the officers or directors of our General Partnergeneral partner on an annual or other continuing basis.
Furthermore, if our Unitholders are dissatisfied with the performance of our General Partner,general partner, they may be unable to remove our General Partner.general partner. Our General Partnergeneral 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, 2016,2019, our directors and executive officers directly or indirectly own approximately 27%14% of our outstanding Common Units. It will be particularly difficult for our General Partnergeneral 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 Partnergeneral partner and its affiliates, cannot be voted on any matter.
Our General Partnergeneral 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 Partnergeneral 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,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 Partnergeneral partner may be transferred to a third party without Unitholder consent.
The General PartnerOur general partner may transfer its general partner interest to a third party without the consent of the Unitholders. Furthermore, the members of our General Partnergeneral partner may transfer all or part of their ownership interest in our General Partnergeneral 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 Partnergeneral 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 ETPETO 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,ETO, including the ongoing involvement and continued leadership of Kelcy L. Warren, one of the founders of ETP’sETO’s midstream business. Mr. Warren has been integral to the success of ETP’sETO’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 ETPETO to identify internal growth projects and accretive acquisitions, which could have a material adverse effect on ETP’sETO’s ability to increase the cash distributions paid on its partnership interests.
ETP’sETO’s executive officers that provide services to us pursuant to a shared services agreement allocate their time between us and ETP.ETO. 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 ETPETO 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 Partnergeneral 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 Partnergeneral partner for all expenses it has incurred on our behalf. In addition, our General Partnergeneral partner and its affiliates may provide us with services for which we will be charged reasonable fees as determined by our General Partner.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 Partnergeneral partner has sole discretion to determine the amount of these expenses and fees.
In addition, under Delaware partnership law, our General Partnergeneral 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.general partner. To the extent our General Partnergeneral 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,general partner, our General Partnergeneral 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 LogisticsETO and its subsidiaries, including Sunoco LP and those of their subsidiariesUSAC, may limit the distributions we receive from ETP, PennTex, Sunoco Logistics and Sunoco LP,ETO, as well as our future financial and operating flexibility.
ETP’s, PennTex’s, Sunoco Logistics’ETO’s and Sunoco LP’sits subsidiaries’ levels of indebtedness affect their operations in several ways, including, among other things:
a significant portion of ETP’s, PennTex’s, Sunoco Logistics’ETO’s and Sunoco LP’s and theirits 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’ETO’s and Sunoco LP’s and theirits subsidiaries’ existing debt agreements require ETP, Sunoco LPETO and theirits 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’ETO’s and Sunoco LP’s and theirits 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 LogisticsETO and Sunoco LPits subsidiaries may be at a competitive disadvantage relative to similar companies that have less debt;
ETPETO and Sunoco LPits subsidiaries may be more vulnerable to adverse economic and industry conditions as a result of their significant debt levels;
failure by ETP, Sunoco LPETO or theirits subsidiaries to comply with the various restrictive covenants of the respective debt agreements could negatively impact ETP’s and Sunoco LP’sETO’s and/or its subsidiaries’ 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.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 Partnergeneral 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 Partnergeneral 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 mightmay 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 crude oil, natural gas, NGLs and other commodities;

terrorist attacks or threatened attacks on our facilities or those of other energy companies; and
the overall health of the energy industry, including the bankruptcy or insolvency of other companies.
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.
Our subsidiaries are not prohibited from competing with us.
Neither our partnership agreement nor the partnership agreements of our subsidiaries, including ETP,ETO, Sunoco Logistics, PennTexLP and Sunoco LP,USAC, 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 ETPETO on acceptable terms, or at all.
ETPETO plans to fund its growth capital expenditures, including any new future pipeline construction projects and improvements or repairs to existing facilities that ETPETO may undertake, with proceeds from sales of ETP’sETO’s debt and equity securities and borrowings under its revolving credit facility; however, ETPETO cannot be certain that it will be able to issue debt and equity securities on terms satisfactory to it, or at all. In addition, ETPETO may be unable to obtain adequate funding under its current revolving credit facility because ETP’sETO’s lending counterparties may be unwilling or unable to meet their funding obligations. If ETPETO is unable to finance its expansion projects as expected, ETPETO could be required to seek alternative financing, the terms of which may not be attractive to ETP,ETO, or to revise or cancel its expansion plans.
A significant increase in ETP’sETO’s indebtedness that is proportionately greater than ETP’sETO’s issuance of equity could negatively impact ETP’sETO’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’sETO’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$7.97 billion of our consolidated debt as of December 31, 20162019 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.
Changes in LIBOR reporting practices or the method in which LIBOR is determined may adversely affect the market value of our current or future debt obligations, including our revolving credit facility.
As of December 31, 2019, we had outstanding approximately $7.97 billion of debt that bears interest at variable interest rates that use the LIBOR as a benchmark rate. On July 27, 2017, the Financial Conduct Authority (the “FCA”), which regulates LIBOR, announced that it intends to stop persuading or compelling banks to submit LIBOR quotations after 2021. It is unclear whether

LIBOR will cease to exist or if new methods of calculating LIBOR will be established such that it continues to exist after 2021, or whether any alternative benchmark rate will attain market acceptance as a replacement for LIBOR. It is not possible to predict the further effect of the rules of the FCA, any changes in the methods by which LIBOR is determined or any other reforms to LIBOR that may be enacted in the United Kingdom, the European Union or elsewhere. Any such developments may cause LIBOR to perform differently than in the past, or cease to exist. In addition, any other legal or regulatory changes made by the FCA, the European Commission or any other successor governance or oversight body, or future changes adopted by such body, in the method by which LIBOR is determined or the change from LIBOR to an alternative benchmark rate may result in, among other things, a sudden or prolonged increase or decrease in LIBOR, a delay in the publication of LIBOR, and changes in the rules or methodologies in LIBOR, which may discourage market participants from continuing to administer or to participate in LIBOR’s determination, and, in certain situations, could result in LIBOR no longer being determined and published.
If a published U.S. dollar LIBOR rate is unavailable after 2021, the interest rates on our debt which are indexed to LIBOR will be determined using an alternative method, which may result in interest obligations which are more than or do not otherwise correlate over time with the payments that would have been made on such debt if U.S. dollar LIBOR was available in its current form or will be determined using an alternative benchmark rate as negotiated with our counterparties. Further, the same costs and risks that may lead to the discontinuation or unavailability of U.S. dollar LIBOR may make one or more of the alternative methods impossible or impracticable to determine. Alternative benchmark rate(s) may replace LIBOR and could affect our debt securities, derivative instruments, receivables, debt payments and receipts. At this time, it is not possible to predict the effect of any establishment of any alternative benchmark rate(s) and we cannot predict what alternative benchmark rate(s) will be negotiated with our counterparties. Any new benchmark rate will likely not replicate LIBOR exactly, and any changes to benchmark rates may have an uncertain impact on our cost of funds and our access to the capital markets. Any of these proposals or consequences could have a material adverse effect on our financing costs.
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, 2016,2019, we had approximately $6.36 billion$124 million of debt on a stand-alone basis and approximately $43.80$51 billion of consolidated debt, excluding the debt of our unconsolidated 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 Partnergeneral 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 Partnergeneral partner and its affiliates own more than 90% of our outstanding units, our General Partnergeneral 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, 2016,2019, the directors and executive officers of our General Partnergeneral partner owned approximately 27%14% of our Common Units.
Litigation commenced by WMB against ETEET and its affiliates, could cause ETE to incur substantial costs, may present material distractions and, if decided adverse to ETE,ET, could negatively impact ETE’s financial position and credit ratings.require ET to make a substantial payment to WMB.
WMB filed a complaint against ETEET and its affiliates in the Delaware Court of Chancery, alleging that the defendants breached the merger agreement between WMB, ETE,ET, and several of ETE’sET's affiliates. Following a ruling by the Court on June 24, 2016, which allowed for the subsequent termination of the merger agreement by ETEET 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 seekssought 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 ETEET Defendants breached an additional representation and warranty in the Merger Agreement. The ETEET Defendants filed amended counterclaims and

affirmative defenses on September 23, 2016 and seeksought a $1.48 billion termination fee under the Merger Agreement and additional damages caused by WMB’sWMB '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’ET Defendants' amended counterclaims and to strike certain of the ETE Defendants’ET 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,December 1, 2017, the parties held oral argument beforeCourt issued a Memorandum Opinion granting Williams' motion to dismiss in part and denying it in part. On March 23, 2017, the Delaware Supreme Court on WMB’s appealaffirmed the Court's June 24, 2016 ruling, and as a result, Williams conceded that its $10 billion damages claim is foreclosed, although its $410 million termination fee claim remains pending.
Trial is currently set for June 2020. Defendants cannot predict the outcome of the June 24 ruling. The Delaware Supreme Court has takenWilliams Litigation or any lawsuits that might be filed subsequent to the matter under advisement. These lawsuits could result in substantial costsdate of this filing; nor can Defendants predict the amount of time and expense that will be required to ETE, including litigation costsresolve these lawsuits. Defendants believe that William claims are without merit and settlement costs. ETE believes that the time required by the management of ETE and its counselintend to defend vigorously 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.them.
Risks Related to Conflicts of Interest
Although we control ETPETO and its subsidiaries, including Sunoco LP and USAC through our ownership of theirETO’s general partners, ETP’spartner, ETO’s, Sunoco LP’s and Sunoco LP’sUSAC’s general partners owe fiduciary duties to ETPETO and ETP’sETO’s unitholders, and Sunoco LP and Sunoco LP’s unitholders and USAC and USAC’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 ETPETO, Sunoco LP and Sunoco LPUSAC and their respective limited partners, on the other hand. The directors and officers of ETP’s andETO’s, Sunoco LP’s General Partnersand USAC’s general partners have fiduciary duties to manage ETPETO, Sunoco LP and Sunoco LP,USAC, respectively, in a manner beneficial to us. At the same time, the General Partnersgeneral partners have fiduciary duties to manage ETPETO, Sunoco LP and Sunoco LPUSAC in a manner beneficial to ETPETO, Sunoco LP and Sunoco LPUSAC and their respective limited partners. The boards of directors of ETP’s andETO’s, Sunoco LP’s General Partnerand USAC’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 ETPETO, Sunoco LP and Sunoco LPUSAC may arise in the following situations:
the allocation of shared overhead expenses to ETP,ETO, Sunoco LP, USAC and us;

the interpretation and enforcement of contractual obligations between us and our affiliates, on the one hand, and ETPETO, Sunoco LP and Sunoco LP,USAC, on the other hand;
the determination of the amount of cash to be distributed to ETP’sETO’s, Sunoco LP’s and Sunoco LP’sUSAC’s partners and the amount of cash to be reserved for the future conduct of ETP’sETO’s, Sunoco LP’s and Sunoco LP’sUSAC’s businesses;
the determination whether to make borrowings under ETP’sETO’s, Sunoco LP’s and Sunoco LP’sUSAC’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 ETPETO, Sunoco LP and Sunoco LPUSAC is made available for ETPETO, Sunoco LP and Sunoco LPUSAC to pursue; and
any decision we make in the future to engage in business activities independent of ETPETO, Sunoco LP and Sunoco LP.USAC.
The fiduciary duties of our General Partner’sgeneral partner’s officers and directors may conflict with those of ETP’sETO’s, Sunoco LP’s or Sunoco LP’sUSAC’s respective general partners.
Conflicts of interest may arise because of the relationships among ETP,ETO, Sunoco LP, USAC, their general 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’sgeneral partner’s directors or officers are also directors andand/or officers of ETP’sETO’s general partner, Sunoco LP’s general partner or Sunoco LP’sUSAC’s general partner, and have fiduciary duties to manage the respective businesses of ETPETO, Sunoco LP and Sunoco LPUSAC in a manner beneficial to ETP,ETO, Sunoco LP, USAC and their respective Unitholders.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,general partner, its affiliates and us. Our General Partnergeneral 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 Partnergeneral partner and its affiliates, on the one hand, and us, on the other hand. As a result of these conflicts, our General Partnergeneral partner may favor its own interests and the interests of its affiliates over our interests. These conflicts include, among others, the following:

Our General Partnerour general partner is allowed to take into account the interests of parties other than us, including ETPETO, and its subsidiaries, including Sunoco LP and USAC, and their respective affiliates and any General Partnersgeneral 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 Partnerour 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 Partnerour 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 Partnerour general partner determines which costs it and its affiliates have incurred are reimbursable by us.
Ourour partnership agreement does not restrict our General Partnergeneral 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 Partnerour general partner controls the enforcement of obligations owed to us by it and its affiliates.
Our General Partnerour general partner decides whether to retain separate counsel, accountants or others to perform services for us.
Our partnership agreement limits our General Partner’sgeneral partner’s fiduciary duties to us and restricts the remedies available for actions taken by our General Partnergeneral partner that might otherwise constitute breaches of fiduciary duty.
Our partnership agreement contains provisions that reduce the standards to which our General Partnergeneral partner would otherwise be held by state fiduciary duty law. For example, our partnership agreement:
permits our General Partnergeneral partner to make a number of decisions in its individual capacity, as opposed to in its capacity as our General Partner.general partner. This entitles our General Partnergeneral 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 Partnergeneral 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 Committeea conflicts committee of the board of directors of our General Partnergeneral 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 Partnergeneral partner may consider the totality of the relationships among the parties involved, including other transactions that may be particularly advantageousfavorable or beneficialadvantageous to us;
provides that unless our General Partnergeneral partner has acted in bad faith, the action taken by our General Partnergeneral partner shall not constitute a breach of its fiduciary duty;
provides that our General Partnergeneral partner may resolve any conflicts of interest involving us and our General Partnergeneral partner and its affiliates, and any resolution of a conflict of interest by our General Partnergeneral 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 Partnergeneral 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’sgeneral 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 Partnergeneral 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 Partnergeneral partner or those other persons acted in bad faith or engaged in fraud, willful misconduct or gross negligence.
TheOur 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 theour 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 theour 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 LPour Subsidiaries
Since our cash flows consist exclusively of distributions from ETP and Sunoco LP,our subsidiaries, risks to the businesses of ETP and Sunoco LPour subsidiaries are also risks to us. We have set forth below risks to the businesses of ETP and Sunoco LP,our subsidiaries, 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 LogisticsWe do not control, and therefore may not be able to cause or prevent certain actions by, certain of theirour joint ventures.
Certain of ETP’s and Sunoco Logistics’our operations are conducted through joint ventures, some of which have their own governing boards,boards. With respect to our joint ventures, we share ownership and ETP or Sunoco Logisticsmanagement responsibilities with partners that may not control all of the decisions of those boards.share our goals and objectives. Consequently, it may be difficult or impossible for ETP or Sunoco Logisticsus to cause the joint venture entity to take actions that ETP or Sunoco Logistics believeswe believe would be in their or the joint venture’s best interests. Likewise, ETP or Sunoco Logisticswe may be unable to prevent actions of the joint venture. Differences in views among joint venture partners may result in delayed decisions or failures to agree on major matters, such as large expenditures or contractual commitments, the construction or acquisition of assets or borrowing money, among others. Delay or failure to agree may prevent action with respect to such matters, even though such action may serve our best interest or that of the joint venture. Accordingly, delayed decisions and disagreements could adversely affect the business and operations of the joint ventures and, in turn, our business and operations.
ETPETO and its subsidiaries, including Sunoco LP and USAC, are exposed to the credit risk of their respective customers and derivative counterparties, and an increase in the nonpayment andor nonperformance by their respective customers or derivative counterparties could reduce their respective ability to make distributions to their Unitholders,unitholders, including to us.
The risks of nonpayment andor nonperformance by ETP’sETO’s and its subsidiaries, including Sunoco LP’s and USAC’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. ETPETO and Sunoco LPits subsidiaries 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 andor nonperformance by ETP’sETO’s and Sunoco LP’s its subsidiaries’

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’sETO’s or Sunoco LP’sits subsidiaries’ customers could have a material adverse effect on ETP’sETO’s or Sunoco LP’sits subsidiaries’ respective results of operations and operating cash flows.
We compete with other businesses in our market with respect to attracting and retaining qualified employees.
Our continued success depends on our ability to attract and retain qualified personnel in all areas of our business. We compete with other businesses in our market with respect to attracting and retaining qualified employees. A tight labor market, increased overtime and a higher full-time employee ratio may cause labor costs to increase. A shortage of qualified employees may require us to enhance wage and benefits packages in order to compete effectively in the hiring and retention of such employees or to hire more expensive temporary employees. No assurance can be given that our labor costs will not increase, or that such increases can be recovered through increased prices charged to customers. We are especially vulnerable to labor shortages in oil and gas drilling areas when energy prices drive higher exploration and production activity.
The use of derivative financial instruments could result in material financial losses by ETPETO and Sunoco LP.its subsidiaries.
From time to time, ETPETO and its subsidiary Sunoco LP have sought to reduce ourtheir 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 ETPETO 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’sETO’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’sETO’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’sETO’s and Sunoco LP’sits subsidiaries’ ability to operate and adversely affect their financial results.
ETP’sETO’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’sETO’s ability to pursue expansion projects. ETPETO 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’sETO’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 ETPETO 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, ETPETO 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’sETO’s business if theyit were to lose the right to use or occupy the property on which their pipelines are located. For example, following a decision issued in May 2017 by the federal Tenth Circuit Court of Appeals, tribal ownership of even a very small fractional interest in an allotted land, that is, tribal land owned or at one time owned by an individual Indian

landowner, bars condemnation of any interest in the allotment. Consequently, the inability to condemn such allotted lands under circumstances where an existing pipeline rights-of-way may soon lapse or terminate serves as an additional impediment for pipeline operators. Any loss of rights with respect to ETO’s real property, through its inability to renew right-of-way contracts or otherwise, could have a material adverse effect on its business, results of operations, financial condition and ability to make cash distributions.
In addition, Sunoco LP, ETO’s subsidiary, does not own all of the land on which theirits retail service stations are located. Sunoco LP has rental agreements for approximately 34.7%38.0% 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.
ETPETO and Sunoco LPits subsidiaries may not be able to fully execute their growth strategies if they encounter increased competition for qualified assets.
ETPETO, and its subsidiaries, including Sunoco LP and USAC, 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. ETPETO and Sunoco LPits subsidiaries regularly consider and enter into discussions regarding the acquisition of additional assets and businesses, stand-alone development projects or other transactions that ETPETO and Sunoco LPits subsidiaries believe will present opportunities to realize synergies and increase cash flow.
Consistent with their strategies, managements of ETPETO, Sunoco LP and Sunoco LPUSAC 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 ETPETO, Sunoco LP and Sunoco LPUSAC management’s participation in processes that involve a number of potential buyers, commonly referred to as “auction” processes, as well as situations in which ETPETO and Sunoco LPits subsidiaries 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’sETO’s and its subsidiaries’ acquisition efforts will be successful or that any acquisition will be completed on favorable terms.
In addition, ETP and Sunoco LPETO its subsidiaries 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 LPETO and its subsidiaries losing to other bidders more often or acquiring assets at higher prices, both of which would limit ETP’sETO’s, Sunoco LP’s and Sunoco LP’sUSAC’s ability to fully execute their respective growth strategies. Inability to execute their respective growth strategies may materially adversely impact ETP’sETO’s and Sunoco LP’sits subsidiaries’ results of operations.
An impairment of goodwill and intangible assets could reduce our earnings.
As of December 31, 2016,2019, our consolidated balance sheets reflected $6.74$5.17 billion of goodwill and $5.99$6.15 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 fourththird quarter of 2016, we performed2019, the Partnership recognized a 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$12 million related to ETP’sthe Southwest Gas operations within the interstate transportation and storage operations and $32 million related to ETP’s midstream operations. These impairments aresegment 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.flows. During the fourth quarter of 2016, Sunoco LP2019, the Partnership recognized a goodwill impairment of $642$9 million related to our North Central operations within the midstream segment primarily due to changes in its retail reporting unitassumptions related to projected future revenues and cash flows.
During the fourth quarter of 2018, the Partnership recognized goodwill impairments of $378 million related to our Northeast operations within the midstream segment primarily due to changes in assumptions related to projected future revenues and cash flows from the dates thisthe goodwill was originally recorded. These changes in assumptions reflect delays in the construction of third-party takeaway capacity in the Northeast. During 2019, Sunoco LP recognized a $30 million impairment charge on its contractual rights.

During the fourth quarter of 2016, Sunoco LP also2017, the Partnership performed goodwill impairment tests on our reporting units and recognized a $32goodwill impairments. The goodwill impairments consisted of $262 million impairment on its Laredo Taco brand name intangible assetin the interstate transportation and storage segment, $79 million in the NGL and refined products transportation and services segment and $452 million in the all other segment primarily due to decreases in projected future revenues and cash flows driven by declines in commodity prices and changes in Sunoco LP’s construction plan for new-to-industry sites and decreases in sales volume in oil field producing regions wherethe markets that these assets serve. During the year 2017, Sunoco LP has operations.recorded a goodwill impairment charge of $102 million on its retail reporting unit.
If ETPETO, and its subsidiaries, including Sunoco LP and USAC do not make acquisitions on economically acceptable terms, their future growth could be limited.
ETP’sETO and Sunoco LP’sits subsidiaries’ 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.
ETPETO and Sunoco LPits subsidiaries 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 ETPETO or Sunoco LPits subsidiaries and may have greater financial resources and lower costs of capital.
Furthermore, even if ETPETO or Sunoco LPits subsidiaries 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 LPETO and its subsidiaries 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 ETPETO and Sunoco LPits subsidiaries consummate future acquisitions, their respective capitalization and results of operations may change significantly. As ETPETO and Sunoco LPits subsidiaries 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 ETPETO and Sunoco LPits subsidiaries will consider.
ProtestsIntegration of assets acquired in past acquisitions or future acquisitions with our existing business will be a complex and legaltime-consuming process. A failure to successfully integrate the acquired assets with our existing business in a timely manner may have a material adverse effect on our business, financial condition, results of operations or cash available for distribution to our Unitholders.
The difficulties of integrating past and future acquisitions with our business include, among other things:
operating a larger combined organization in new geographic areas and new lines of business;
hiring, training or retaining qualified personnel to manage and operate our growing business and assets;
integrating management teams and employees into existing operations and establishing effective communication and information exchange with such management teams and employees;
diversion of management’s attention from our existing business;
assimilation of acquired assets and operations, including additional regulatory programs;
loss of customers or key employees;

maintaining an effective system of internal controls in compliance with the Sarbanes-Oxley Act of 2002 as well as other regulatory compliance and corporate governance matters; and
integrating new technology systems for financial reporting.
If any of these risks or other unanticipated liabilities or costs were to materialize, then desired benefits from past acquisitions and future acquisitions resulting in a negative impact to our future results of operations. In addition, acquired assets may perform at levels below the forecasts used to evaluate their acquisition, due to factors beyond our control. If the acquired assets perform at levels below the forecasts, then our future results of operations could be negatively impacted.
Also, our reviews of proposed business or asset acquisitions are inherently imperfect because it is generally not feasible to perform an in-depth review of each such proposal given time constraints imposed by sellers. Even if performed, a detailed review of assets and businesses may not reveal existing or potential problems, and may not provide sufficient familiarity with such business or assets to fully assess their deficiencies and potential. Inspections may not be performed on every asset, and environmental problems, may not be observable even when an inspection is undertaken.
Legal or regulatory actions againstrelated to the Dakota Access pipeline projectPipeline could cause an interruption to current or future operations, which could have caused construction delaysan adverse effect on our business and may further delay the completionresults of the pipeline project.operations.
During the summer ofOn July 27, 2016, individuals affiliated with, or sympathetic to, the Standing Rock Sioux Tribe (the “SRST”(“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.United States District Court granted Dakota Access’s request for a TRO, and the defendants filed a motion to dismissDistrict of Columbia challenging permits issued by 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.United States Army Corps of Engineers (“USACE”) issued permits topermitting Dakota Access, consistent with environmental and historic preservation statutes for the pipelineLLC (“Dakota Access”) to make two crossings of the Missouri River in North Dakota, including a crossing ofcross the Missouri River at Lake Oahe.Oahe in North Dakota. The USACE has also issuedcase was subsequently amended to challenge an easement to allowissued by the USACE allowing 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 theRiver. 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 (“CRST”) intervened. Separate lawsuits filed by the Oglala Sioux Tribe (“OST”) and the Yankton Sioux Tribe (“YST”) were consolidated with this action and several individual tribal members intervened alongside(collectively with SRST and CRST, the SRST. After USACE gave Dakota Access its final easement, the Cheyenne River Sioux moved for a preliminary injunction“Tribes”). Plaintiffs and temporary restraining order blocking construction. TheseDefendants filed cross 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 againstwhich are pending before 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.court.
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 constructionadversely affect the continued operation or operationpotential expansion 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 fromAt this project. Wetime, we cannot determine when or how these lawsuits will be resolved or the impact they may have on the Dakota Access project.
In addition, lawsuits and/or regulatory proceedings or actions of this or a similar nature could result in interruptions to construction or operations of current or future projects, delays in completing those projects and/or increased project costs, all of which could have an adverse effect on our business and results of operations.
Income from ETP’sETO’s midstream, transportation, terminalling and storage operations is exposed to risks due to fluctuations in the demand for and price of natural gas, NGLs, crude oil and oilrefined products that are beyond our control.
The prices for natural gas, NGLs, crude oil and oil (including refined petroleum products)products reflect market demand that fluctuates with changes in global and U.S.United States 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;
activities by non-governmental organizations to limit certain sources of funding for the energy sector or restrict the exploration, development and production of oil and natural gas;
the cost of capital needed to maintain or increase production levels and to construct and expand facilities
the impact of energy conservation and fuel efficiency efforts; and

the extent of governmental regulation, taxation, fees and duties.

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 profitabilityprofitability.
ETP isWe 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’sETO’s midstream operations, ETPETO 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’sETO’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 competescompete 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’sETO’s crude oil and refined petroleum products pipeline operationspipelines face significant competition from other pipelines for large volume shipments. These operations also face competition from trucks for incremental and marginal volumes in the areas served by Sunoco Logistics’ pipelines.we serve. Further, our crude and 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.
ETPWe are subject to competition from other gathering, transportation, processing, storage and marketing operations that may be able to supply our customers with the same or comparable services at a lower price or otherwise on better terms. ETO competes with national, regional and local gathering, transportation and storage companies of widely varying sizes, financial resources and experience, including the major integrated oil companies. Its ability to compete could be harmed by numerous factors, including:
price competition;
the perception that another company can provide better service; and
the availability of alternative supply points, or supply points located closer to the operations of our customers.
Some of our competitors have greater financial, managerial and other resources than we do, and control substantially more storage or transportation capacity than we do. The competitors may expand their assets or operations, creating additional competition for the services we provide to our customers. In addition, our customers may develop their own gathering, transportation and storage systems or marketing operations in lieu of using our services. Our ability to renew or replace existing contracts with our customers at rates sufficient to maintain current revenues and cash flow could be adversely affected by the activities of our competitors and our customers.
ETO may be unable to retain or replace existing midstream, transportation, terminalling and storagecustomers or volumes due to declining demand or increased competition in crude oil, refined products, 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 ETPETO 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 crude oil, refined products, natural gas and NGLs in the markets we serve and competition from other service providers.
A significant portion of ETP’sETO’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
ETO 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’sETO’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. ETPETO 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’sETO’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’sETO’s revenue is more dependent upon demand for storage from its customers.
The volume of crude oil and refined products transported through ETP’sETO’s crude oil and refined products 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 crude oil and refined products pipelines and terminal facilities could decline.
The loss of existing customers by ETP’sETO’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’sETO’s midstream facilities and transportation pipelines are attachedprovide services related to basins with naturally decliningnatural gas wells that experience production declines over time, which itETO may not be able to replace with natural gas production from newly drilled wells in the same natural gas basins or in other new sources of supply.natural gas producing areas.
In order to maintain or increase throughput levels on ETP’sETO’s gathering systems and transportation pipeline systems and asset utilization rates at our treating and processing plants, ETPETO must continually contract for new natural gas supplies and natural gas transportation services.
A substantial portion of ETP’sETO’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’sETO’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. ETPETO 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’sETO’s systems connect. ETPETO 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, ETPETO has no control over producers or their production and contracting decisions.
While a substantial portion of ETP’sETO’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 ETPETO 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’sETO’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’sETO’s systems, they purchase natural gas is purchased from producers at the wellhead and then gathergathered and deliver the natural gasdelivered to pipelines where theyit is typically resell the natural gas underresold various arrangements, including sales at index prices. Generally, the gross margins realized under these arrangements decrease in periods of low natural gas prices.
ETP ETO also enters into percent-of-proceeds arrangements, keep-whole arrangements, and processing fee agreements pursuant to which they agreeETO agrees to gather and process natural gas received from the producers.
Under percent-of-proceeds arrangements, ETPETO generally sells the residue gas and NGLs at market prices and remitremits 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, ETPETO delivers an agreed upon percentage of the residue gas and NGL volumes to the producer and sellsells the volumes kept to third parties at market prices. Under these arrangements, ETP’sETO’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’sETO’s revenues and results of operations.

Under keep-whole arrangements, ETPETO generally sells the NGLs produced from theirits 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, ETPETO 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 ETPETO processes the gas for a fee under processing fee agreements, theyit may guarantee recoveries to the producer. If recoveries are less than those guaranteed to the producer, ETPETO may suffer a loss by having to supply liquids or its cash equivalent to keep the producer whole.
ETPETO 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 ETPETO 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, ETPETO receives revenue from theirits 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’sETO’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 theirour results of operations.
For ETP’sETO’s midstream operations, gross margin is generally analyzed based on fee-based margin (which includes revenues from processing fee arrangements) and non fee-basednon-fee based margin (which includes gross margin earned on percent-of-proceeds and keep-whole arrangements). For the years ended December 31, 2016, 20152019, 2018 and 2014, gross2017, segment margin (a non-GAAP measure discussed in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”) from ETP’sETO’s midstream operations totaled $1.80$2.45 billion, $1.79$2.38 billion, and $1.93$2.18 billion, respectively, of which fee-based revenues constituted 86%82%, 88%75% and 66%77%, respectively, and non fee-basednon-fee based margin constituted 14%18%, 12%25% and 34%23%, respectively. The amount of grosssegment margin earned by ETP’sETO’s midstream operations from fee-based and non fee-basednon-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-basednon-fee based arrangements in future periods may be significantly different from results reported in previous periods.
ETP’s natural gas and NGLETO’s revenues depend on its customers’ ability to use ETP’sETO’s pipelines and third-party pipelines over which we have no control.
ETP’sETO’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.ETO. 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’sETO’s ability, and the ability of theirits customers, to transport natural gas to and from theirETO’s pipelines and facilities and a corresponding material adverse effect on theirits transportation and storage revenues. In addition, the rates charged by interconnected pipelines for transportation to and from ETP’s sETO’s facilities affect the utilization and value of theirETO’s 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’sETO’s oil pipelines and terminals are also dependent upon theirETO’s 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’sETO’s pipelines or through theirits terminals. Similarly, if additional shippers begin transporting volume over interconnecting oil pipelines, the allocations of pipeline capacity to ETPETO existing shippers on these interconnecting pipelines could be reduced, which also could reduce volumes transported in theirETO’s pipelines or through theirits 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’sETO’s results of operations, financial position, or cash flows.
If ETPETO does not continue to construct new pipelines, theirits future growth could be limited.
ETP’sETO’s results of operations and theirits ability to grow and to increase distributable cash flow per unit will depend, in part, on theirETO’s ability to construct pipelines that are accretive to their respectiveits distributable cash flow. ETPETO 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 ETPETO 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’sETO’s business by constructing new pipelines and related facilities subjects ETPETO to risks.
One of the ways that ETPETO has grown theirits 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’sETO’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 ETPETO undertakes these projects, they may not be completed on schedule or at all or at the budgeted cost. A variety of factors outside ETP’sETO’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’sETO’s results of operations and cash flows. Moreover, revenues may not increase immediately following the completion of a particular project. For instance, if ETPETO builds a new pipeline, the construction will occur over an extended period of time, but ETPETO 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’sETO’s ability to obtain commitments from producers in the area to utilize the newly constructed pipelines. In this regard, ETPETO 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’sETO’s expected investment return, which could adversely affect its results of operations and financial condition.
ETPETO depends on certain key producers for a significant portion of their suppliesour supply of natural gas. Thegas and the loss of or reduction in, any of these key producers could adversely affect ETP’s business and operatingETO’s financial results.
ETPETO relies on a limited number of producers for a significant portion of theirits natural gas supplies. These contracts have terms that range from month-to-month to life of lease. As these contracts expire, ETPETO will have to negotiate extensions or renewals or replace the contracts with those of other suppliers. ETPETO 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’sETO’s business, results of operations, and financial condition.
ETPETO depends on key customers to transport natural gas through theirits pipelines.
ETPETO relies on a limited number of major shippers to transport certain minimum volumes of natural gas on their respectiveits pipelines. The failure of the major shippers on ETP’sETO’s or theirits 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, ETPETO or theirits joint ventures, as applicable,applicable. If ETO were unable to replace these customers under arrangements that provide similar economic benefits as these existing contracts.contracts, it could have a material adverse effect on results of operations.
ETP’s
ETO’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 manufacturerssubstantial majority of the components for ETP’sETO’s natural gas compression equipment includeare supplied by Caterpillar Inc., Cummins Inc. and Arrow Engine Company for engines, Air-X-Changers and Alfa Laval (US) for coolers, and Ariel Corporation, GE Oil & Gas Gemini products and Arrow Engine Company for compressorscompressor frames and frames. ETP’scylinders. ETO’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. ETPETO also relies primarily on twofour vendors, Spitzer IndustriesA G Equipment Company, Alegacy Equipment, LLC, Standard Equipment Corp. and Standard Equipment Corp.,Genis Holdings LLC, to package and assemble its compression units. ETPETO does not have long-term contracts with these suppliers or packagers, and a partial or complete loss of certainany of these sources could have a negative impact on ourits results of operations and could damage ourits customer relationships. Some of these suppliers manufacture the components ETO purchases in a single facility, and any damage to that facility could lead to significant delays in delivery of completed compression units to ETO.
A material decrease in demand or distribution of crude oil available for transport through Sunoco Logistics’ETO’s 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’ETO’s 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’ETO’s customers, could materially reduce demand for crude oil in these areas. In either case, the volumes of crude oil transported

in Sunoco Logistics’ETO’s 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 LogisticsETO 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.
Shifts in the overall supply of, and demand for, crude oil in regional, national and global markets, over which we have no control, can have an adverse impact on crude oil index prices in the markets we serve relative to other index prices. A prolonged decline in the WTI Index price, relative to other index prices, may cause reduced demand for our transportation to, and storage in, Cushing, which could have a material adverse effect on our business, results of operations and financial condition.
An interruption of supply of crude oil to Sunoco Logistics’ETO’s facilities could materially and adversely affect our results of operations and revenues.
While Sunoco LogisticsETO 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.United States 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.United States 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 theThe 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 LogisticsETO 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’ETO’s 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 LogisticsETO 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 LogisticsETO 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 LogisticsETO to a risk of loss or misuse of this information, result in litigation and potential liability for Sunoco Logistics,ETO, 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, ETO’s subsidiary, serves would reduce their ability to make distributions to its unitholders.
Sales of refined motor fuels account for approximately 84%97% of Sunoco LP’s total revenues and 55%74% of continuing operations 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 its 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 or independently operated commission agents and dealer locations, 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 its unitholders.

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

Sunoco LP experiencesrelies in part on customer travel and spending patterns, and may experience more demand for our merchandise, food and motor fuel duringgasoline in 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 weSunoco LP or its commission agents and dealers operate, increasing the demand for the productsmotor fuel that wethey 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 its 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 its 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 its 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 its unitholders.
Negative events or developments associated with Sunoco LP’s branded suppliers could have an adverse impact on its revenues.
Sunoco LP’s concentrationLP believes that the success of convenience stores alongits operations is dependent, in part, on the U.S.-Mexico border increases their exposure to certain cross-border risks that could adversely affect its businesscontinuing favorable reputation, market value, and financial condition by lowering sales revenues.
Approximately 18% ofname recognition associated with the motor fuel brands sold at Sunoco LP’s convenience stores are locatedand at stores operated by its independent, branded dealers and commission agents. Erosion of the value of those brands could have an adverse impact on the volumes of motor fuel Sunoco LP distributes, which 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 whichturn could have a material adverse effect on Sunoco LP’sits 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 attributablemake distributions 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.its unitholders.
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 its unitholders.
The geographic areas in which Sunoco LP operates and supplies independently operated commission agent and dealer locations 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 soldwe and our independently operated commission agents and dealers sell 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 or their independently operated commission agents and dealers 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.unitholders.
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 its 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 or independently operated commission agent or dealer 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.stores or independently operated commission agent or dealer locations.
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 relatedUSAC’s customers may choose to our retail marketing businessvertically integrate their operations by purchasing and operating their own compression fleet, increasing the number of compression units they currently own or using alternative technologies for enhancing crude oil production.
USAC’s customers that are significant producers, processors, gatherers and transporters of natural gas and crude oil may choose to third-party service providers, which decreases our control oververtically integrate their operations by purchasing and operating their own compression fleets in lieu of using USAC’s compression services. The historical availability of attractive financing terms from financial institutions and equipment manufacturers facilitates this possibility by making the performancepurchase of individual compression units increasingly affordable to USAC's customers. In addition, there are many technologies available for the artificial enhancement of crude oil production, and USAC's customers may elect to use these functions. Disruptionsalternative technologies instead of the gas lift compression services USAC provides. Such vertical integration, increases in vertical integration or delaysuse of our third-party outsourcing partnersalternative technologies could result in increased costs,decreased demand for USAC's compression services, which may have a material adverse effect on its business, results of operations, financial condition and reduce its cash available for distribution.
A significant portion of USAC's services are provided to customers on a month-to-month basis, and USAC cannot be sure that such customers will continue to utilize its services.
USAC's contracts typically have an initial term of between six months and five years, depending on the application and location of the compression unit. After the expiration of the initial term, the contract continues on a month-to-month or maylonger basis until terminated by USAC or USAC's customers upon notice as provided for in the applicable contract. For the year ended December 31, 2019, approximately 36% of USAC's compression services on a revenue basis were provided on a month-to-month basis to customers who continue to utilize its services following expiration of the primary term of their contracts. These customers can generally terminate their month-to-month compression services contracts on 30-days’ written notice. If a significant number of these customers were to terminate their month-to-month services, or attempt to renegotiate their month-to-month contracts at substantially lower rates, it could have a material adverse effect on USAC's business, results of operations, financial condition and cash available for distribution.

USAC’s Preferred Units have rights, preferences and privileges that are not held by, and are preferential to the rights of, holders of its common units.
USAC’s Preferred Units rank senior to all of its other classes or series of equity securities with respect to distribution rights and rights upon liquidation. These preferences could adversely affect service levels. Fraudulent activitythe market price for its common units, or misuse of proprietary data involving our outsourcing partners could expose usmake it more difficult for USAC to additional liability.
Sunoco LP has previously outsourced various functions related tosell its retail marketing business to third parties and expects to continue this practice with other functionscommon units in the future.
While outsourcing arrangements may lowerIn addition, distributions on USAC’s Preferred Units accrue and are cumulative, at the rate of 9.75% per annum on the original issue price, which amounts to a quarterly distribution of $24.375 per Preferred Unit. If USAC does not pay the required distributions on its Preferred Units, USAC will be unable to pay distributions on its common units. Additionally, because distributions on USAC’s Preferred Units are cumulative, USAC will have to pay all unpaid accumulated distributions on the Preferred Units before USAC can pay any distributions on its common units. Also, because distributions on USAC’s common units are not cumulative, if USAC does not pay distributions on its common units with respect to any quarter, USAC’s common unitholders will not be entitled to receive distributions covering any prior periods if USAC later recommences paying distributions on its common units.
USAC’s Preferred Units are convertible into common units by the holders of USAC’s Preferred Units or by USAC in certain circumstances. USAC’s obligation to pay distributions on USAC’s Preferred Units, or on the common units issued following the conversion of USAC’s Preferred Units, could impact USAC’s liquidity and reduce the amount of cash flow available for working capital, capital expenditures, growth opportunities, acquisitions and other general Partnership purposes. USAC’s obligations to the holders of USAC’s Preferred Units could also limit its ability to obtain additional financing or increase its borrowing costs, which could have an adverse effect on its financial condition.
Changes in currency exchange rates could adversely affect our costresults of operations theyfor our Canadian operations.
A portion of SemGroup’s revenue is generated from its operations in Canada, which use the Canadian dollar as the functional currency. Therefore, changes in the exchange rate between the U.S. dollar and the Canadian dollar could adversely affect SemGroup’s results of operations.
We are subject to the risks of doing business outside of the U.S.
The success of our business depends, in part, on continued performance in SemGroup’s non-U.S. operations. We currently have operations in Canada, which are expected to expand with SemGroup’s recent acquisition of Meritage Midstream and further organic growth. In addition to the other risks described in this report on Form 10-K, there are numerous risks and uncertainties that specifically affect our non-U.S. operations. These risks and uncertainties include political and economic instability, changes in local governmental laws, regulations and policies, including those related to tariffs, investments, taxation, exchange controls, employment regulations and repatriation of earnings, and enforcement of contract and intellectual property rights. International transactions may also reduceinvolve increased financial and legal risks due to differing legal systems and customs, including risks of non-compliance with U.S. and local laws affecting 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 ensureactivities abroad, including compliance with all applicable domesticthe U.S. Foreign Corrupt Practices Act. While these factors 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 performanceimpact of these third parties and maintain contingency plans in case theyfactors are unabledifficult 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 ofpredict, any 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 initiativesthem could adversely affect our profitabilityfinancial and weaken Sunoco LP’s competitive position. Additionally,operational results.
SemGroup’s trucking fleet operations are subject to the Federal Motor Carrier Safety Regulations which are enacted, reviewed and amended by the FMCSA. Our fleet currently has a "satisfactory" safety rating; however, if the implementation of our outsourcing initiatives is disruptivesafety rating were downgraded to our retail marketing business, we could experience transaction errors, processing inefficiencies, and the loss of sales and customers, which could cause"unsatisfactory," our business and results of operations could be adversely affected.
All federally regulated carriers’ safety ratings are measured through a program implemented by the FMCSA known as the Compliance Safety Accountability ("CSA") program. The CSA program measures a carrier's safety performance based on violations observed during roadside inspections as opposed to suffer.compliance audits performed by the FMCSA. The quantity and severity of any violations are compared to a peer group of companies of comparable size and annual mileage. If a company rises above a threshold established by the FMCSA, it is subject to action from the FMCSA. There is a progressive intervention strategy that begins with a company providing the FMCSA with an acceptable plan of corrective action that the company will implement. If the issues are not corrected, the intervention escalates to on-site compliance audits and ultimately an "unsatisfactory" rating and the revocation of its operating authority by the FMCSA could have an adverse effect on our business, results of operations and financial condition.
Our storage operations are influenced by the overall forward market for crude oil and other products we store, and certain market conditions may adversely affect its financial and operating results.
Our storage operations are influenced by the overall forward market for crude oil and other products we store. A contango market (meaning that the price of crude oil or other products for future delivery is higher than the current price) is associated with greater demand for storage capacity, because a party can simultaneously purchase crude oil or other products at current prices for storage

and sell at higher prices for future delivery. A backwardated market (meaning that the price of crude oil or other products for future delivery is lower than the current price) is associated with lower demand for storage capacity because a party can capture a premium for prompt delivery of crude oil or other products rather than storing it for future sale. A prolonged backwardated market, or other adverse market conditions, could have an adverse impact on its ability to negotiate favorable prices under new or renewing storage contracts, which could have an adverse impact on our storage revenues. As a result, the overall forward market for crude oil or other products may have an adverse effect on our financial condition or results of these outsourcing initiatives, more third parties are involvedoperations.
An increase in processinginterest rates could impact demand for our retail marketing information and data. Breachesstorage capacity.
There is a financing cost for a storage capacity user to own crude oil while it is stored. That financing cost is impacted by the cost of security measurescapital or interest rate incurred by the accidental loss, inadvertent disclosure or unapproved disseminationstorage user, in addition to the commodity cost of proprietary information or sensitive or confidential data about our retail marketing business or our clients, including the potential loss or disclosurecrude oil in inventory. Absent other factors, a higher financing cost adversely impacts the economics of such information or data asstoring crude oil for future sale. As a result, a significant increase in interest rates could adversely affect the demand for our storage capacity independent of fraud or other formsmarket factors.
Increasing levels of deception,congestion in the Houston Ship Channel could expose us to a risk of loss or misuse of this information, result in litigationa diversion of business to less busy ports.
Our Gulf Coast facilities are strategically situated on prime real estate located in the Houston Ship Channel, which is in close proximity to both supply sources and demand sources. In recent years, the success of the Port of Houston has led to an increase in vessel traffic driven in part by the growing overseas demand for U.S. crude, gasoline, liquefied natural gas and petrochemicals and in part by the Port of Houston’s recent decision to accept large container vessels, which can restrict the flow of other cargo. Increasing congestion in the Port of Houston could cause our customers or potential liabilitycustomers to divert their business to smaller ports in the Gulf of Mexico, which could result in lower utilization of our facilities.
Increased regulation of hydraulic fracturing or produced water disposal could result in reductions or delays in crude oil and natural gas production in our areas of operation, which could adversely impact its business and results of operations.
The hydraulic fracturing process has come under considerable scrutiny from sections of the public as well as environmental and other groups asserting that chemicals used in the hydraulic fracturing process could adversely affect drinking water supplies and may have other detrimental impacts on public health, safety, welfare and the environment. In addition, the water disposal process has come under scrutiny from sections of the public as well as environmental and other groups asserting that the operation of certain water disposal wells has caused increased seismic activity. The adoption of new laws or regulations imposing additional permitting, disclosures, restrictions or costs related to hydraulic fracturing or produced water disposal or prohibiting hydraulic fracturing in proximity to areas considered to be environmentally sensitive could make drilling certain wells impossible or less economically attractive. As a result, the volume of crude oil and natural gas we gather, transport and store for us, leadour customers could be substantially reduced which could have an adverse effect on our financial condition or results of operations.
Competition for water resources or limitations on water usage for hydraulic fracturing could disrupt crude oil and natural gas production from shale formations.
Hydraulic fracturing is the process of creating or expanding cracks by pumping water, sand and chemicals under high pressure into an underground formation in order to reputational damageincrease the productivity of crude oil and natural gas wells. Water used in the process is generally fresh water, recycled produced water or salt water. There is competition for fresh water from municipalities, farmers, ranchers and industrial users. In addition, the available supply of fresh water can also be reduced directly by drought. Prolonged drought conditions increase the intensity of competition for fresh water. Limitations on oil and gas producers’ access to the Sunoco, Inc. brand, increasefresh water may restrict their ability to use hydraulic fracturing and could reduce new production. Such disruptions could potentially have a material adverse impact on our compliance costs,financial condition or otherwise harm our business.results of operations.
ETP’sETO’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’sETO’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.
ETPETO 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. ETPETO 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 tariffstariff 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 ETPETO and find that its rates were not just and reasonable or unduly discriminatory, the maximum rates customers could elect to pay ETPETO may be reduced and the reduction could have an adverse effect on our revenues and results of operations.
The costs of ETP’sETO’s interstate pipeline operations may increase and ETPETO may not be able to recover all of those costs due to FERC regulation of its rates. If ETPETO 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’sETO’s proposed changes if ETPETO is unable to persuade the FERC that changes would result in just and reasonable rates that are not unduly discriminatory. ETPETO 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 ETPETO may be constrained by competitive factors from charging their tariff rates.
To the extent ETP’sETO’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’sETO’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. ETPETO 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,ETO, 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 currentlyEffective January 2018, the FERC’s policy to permit pipelines to include2017 Tax and Jobs Act (the “Tax Act”) changed several provisions of the federal tax code, including a reduction in cost-of-servicethe maximum corporate tax rate. On March 15, 2018, in a tax allowance to reflect actual or potentialset of related proposals, the FERC addressed treatment of federal income tax liabilityallowances in regulated entity rates. The FERC issued a Revised Policy Statement on their public utility income attributableTreatment of Income Taxes (“Revised Policy Statement”) stating that it will no longer permit master limited partnerships 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 includerecover an income tax allowance in the tariff rates ETP charges for interstate natural gas transportation. On December 15, 2016, FERC issued a Noticetheir cost 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.service rates. The FERC issued the Notice of InquiryRevised Policy Statement in response to a remand from the U.S.United States Court of Appeals for the D.C.District of Columbia Circuit in United Airlines v. FERC, in which the court determined that the FERC had not justified its conclusion that an oila pipeline organized as a master limited partnership would not “double recover” its taxes under the current policy by both including a taxan income-tax allowance in its cost-based ratescost of service and earning a return on equity calculated onusing the discounted cash flow methodology. On July 18, 2018, the FERC issued an order denying requests for rehearing and clarification of its Revised Policy Statement because it is a pre-tax basis. ETP cannot predict whethernon-binding policy and parties will have the opportunity to address the policy as applied in future cases. In the rehearing order, the FERC will successfully justify its conclusionclarified 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 fora pipeline companies organized as part of a master limited partnership. However, any modificationpartnership will not be precluded in a future proceeding from arguing and providing evidentiary support that reduces or eliminatesit is entitled to an income tax allowance and demonstrating that its recovery of an income tax allowance does not result in a double-recovery of investors’ income tax costs.
Included in the March 15, 2018 proposals is a Notice of Proposed Rulemaking (“NOPR”) proposing rules for implementation of the Revised Policy Statement and the corporate income tax rate reduction with respect to natural gas pipeline companiesrates. On July 18, 2018, the FERC issued a Final Rule (Order No. 849) adopting procedures that are generally the same as proposed in the NOPR with a few clarifications and modifications. With limited exceptions, the Final Rule requires all FERC-regulated natural gas pipelines that have cost-based rates for service to make a one-time Form No. 501-G filing providing certain financial information and to make an election on how to treat its existing rates. The Final Rule suggests that this information will allow the FERC and other stakeholders to evaluate the impacts of the Tax Act and the Revised Policy Statement on each individual pipeline’s rates. The Final Rule also requires that each FERC-regulated natural gas pipeline select one of four options: file a limited Natural Gas Act (“NGA”) Section 4 filing reducing its rates only as required related to the Tax Act and the Revised Policy Statement, commit to filing a general NGA Section 4 rate case in the near future, file a statement explaining why an adjustment to rates is not needed, or take no other action. For the limited NGA Section 4 option, the FERC clarified that, notwithstanding the Revised Policy Statement, a pipeline 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 pursuantdoes not need 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 currenteliminate its income tax allowance but, instead, can reduce its rates to reflect the reduction in the maximum corporate tax rate. Trunkline, ETC Tiger Pipeline, LLC and Panhandle filed their respective FERC Form No. 501-Gs on October 11, 2018. FEP, Lake Charles LNG and certain other operating subsidiaries filed their respective FERC Form No. 501-Gs on or about November 8, 2018. Rover, FGT, Transwestern and MEP filed their respective FERC Form No. 501-Gs on or about December 6, 2018. Because our existing jurisdictional rates were established based on a higher corporate tax rate, the FERC or our shippers may challenge these rates in the future, and the resulting new rate may be lower than the rates we currently charge. For example, the FERC has recently initiated reviews of return policies. The comment period with respectPanhandle’s and Southwest Gas Storage Company’s existing rates pursuant to Section 5 of the Natural Gas Act to determine whether the rates currently charged are just and reasonable.  These reviews will require the filing of a cost and revenue study prior 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 inissuing 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.decision.
Rate regulation or market conditions may not allow ETPETO to recover the full amount of increases in the costs of its crude oil, NGL and refined products pipeline operations.
Transportation provided on ETP’sETO’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 ETPETO 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 ourETO’s ability to set rates based on ourits costs or may delay the use of rates that reflect increased costs. In October 2016, the FERC issued an Advance Notice of Proposed Rulemaking seeking comment on a number of proposals, including: (1)(i) 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%15 percent for the prior two years; (2)(ii) a new percentage comparison test that would deny a proposed increase to a pipeline’s rate or ceiling level greater than 5%5 percent above the barrel-mile cost changes; and (3)(iii) 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 untilended March 17, 2017. The FERC has not yet taken any further action on the proposed rule. If the FERC’s indexing methodology changes, the new methodology could materially and adversely affect ourETO’s financial condition, results of operations or cash flows.
Under the EPActEnergy Policy Act 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-regulatedETO’s 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 usETO 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 ourETO’s business and results of operations.
State regulatory measures could adversely affect the business and operations of ETP’sETO’s midstream and intrastate pipeline and storage assets.
ETP’sETO’s midstream and intrastate transportation and storage operations are generally exempt from FERC regulation under the NGA, but FERC regulation still significantly affects theirETO’s business and the market for theirits products. The rates, terms and conditions of service for the interstate services they provideETO provides in theirits intrastate gas pipelines and gas storage are subject to FERC regulation under Section 311 of the NGPA. ETP’sETO’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’sETO’s costs of service, theirits cash flow would be negatively affected.
ETP’sETO’s midstream and intrastate gas and oil transportation pipelines and theirits intrastate gas storage operations are subject to state regulation. All of the states in which theywe 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 ETPETO 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’sETO’s businesses may be adversely affected.
ETP’sETO’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.
ETPETO 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 of 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’sETO’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 Pipelinepipeline transports NGLs within the state of Texas and is subject to regulation by the TRRC. This NGLsNGL transportation system offers services pursuant to an intrastate transportation tariff on file with the TRRC. In 2013, Lone Star’s NGL pipeline also commenced the interstate transportation of NGLs, in 2013, which is subject to the 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 the FERC’s rate makingratemaking 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 the 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.
ETPETO 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.administrations. In a second example, in MarchApril 2016, PHMSA announcedpublished 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;maximum allowable operating pressure (“MOAP”); 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. In 2018, PHMSA announced its intention to divide the original proposed rulemaking into three parts and issue three separate final rulemakings in 2019. In October 2019, PHMSA submitted three major rules to the Federal Register, including rules focused on: the safety of gas transmission pipelines (the first of three parts of the so-called gas Mega Rule), the safety of hazardous liquid pipelines, and enhanced emergency order procedures. The gas transmission rule requires operators of gas transmission pipelines constructed before 1970 to determine the material strength of their lines by reconfirming MAOP. In addition, the rule updates reporting and records retention standards for gas transmission pipelines. PHMSA is expected to issue the second and third parts of the gas Mega Rule in the near future. The safety and hazardous liquid pipelines rule would extend leak detection requirements to all non-gathering hazardous liquid pipelines and require operators to inspect affected pipelines following extreme weather events or natural disasters to address any resulting damage. Finally, the enhanced emergency procedures rule focuses on increased emergency safety measures. In particular, this rule increases the authority of PHMSA to issue an emergency order that addresses unsafe conditions or hazards that pose an imminent threat to pipeline safety. The changes adopted or proposed by these rulemakings or made in future legal requirements could have a material adverse effect on ETP’sETO’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, inIn July 2019, PHMSA issued a final rule increasing the maximum administrative fines for safety violations were increased to account for inflation, with maximum civil penalties set at $218,647 per day, with a maximum of $2,186,465 for a series of violations. 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.which were issued in January 2020. 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'sagency’s expanded authority to address unsafe pipeline conditions or practices that pose an imminent hazard to life, property, or the environment. In 2018, PHMSA announced its intention to divide the original proposed rulemaking into three parts and issue three separate final rulemakings in 2019. In October 2019, PHMSA submitted the first of the three parts of the so-called gas Mega Rule to the Federal Register. That rule, application to gas transmission pipelines, requires operators of gas transmission pipelines constructed before 1970 to determine the material strength of their lines by reconfirming MAOP. In addition, the rule updates reporting and records retention standards for gas transmission pipelines. This rule will take effect on July 1, 2020. PHMSA is then expected to issue the second part of the Mega Rule focusing on repair criteria in HCAs and creating new repair criteria for non-HCAs, requirements for inspecting pipelines following extreme events, updates to pipeline corrosion control requirements, and various other integrity management requirements. PHMSA is expected to subsequently issue the final part of the gas Mega Rule, the Gas Gathering Rule, focusing on requirements relating to gas gathering lines. 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 ETPus 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 ETPour incurring increased operating costs that could be significant and have a material adverse effect on ETP’sour results of operations or financial condition.
ETP’sETO’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 ETPETO to incur significant costs and liabilities.
ETP’s operations areETO’s business is 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,the construction and operation of our pipelines, plants and facilities, result in capital expenditures to manage, limit, or prevent emissions, discharges or releases of various materials from ETP’sETO’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.ETO’s construction and operations activities. 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 action obligations, the occurrence of delays in permitting and performancecompletion 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.
ETPETO 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 ourETO’s 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. The EPA published a final rule in November 2017 that issued area designations with respect to ground-level ozone for approximately 85% of the United States counties as either “attainment/unclassifiable” or “unclassifiable.” The EPA finalized its non-attainment designations for the remaining areas of the United States not addressed under the November 2017 final rule in April and July of 2018. Reclassification of areas or imposition of more stringent standards may make it more difficult to construct new or modified sources of air pollution in newly designated non-attainment areas. Also, states are expected to implement more stringent requirements as a result of this new final rule, which could apply to ETO’s customers’ operations. Compliance with this final rule or any other new regulations could, among other things, require installation of new emission

controls on some of ourETO’s equipment, result in longer permitting timelines or new restrictions or prohibitions with respect to permits or projects, and significantly increase ourits capital expenditures and operating costs, which could adversely impact ourits business. Historically, we haveETO has been able to satisfy the more stringent nitrogen oxide emission reduction requirements that affect ourits compressor units in ozone non-attainment areas at reasonable cost, but there is no assurance that weit will not incur material costs in the future to meet the new, more stringent ozone standard.
Regulations under the Clean Water Act, OPA and state laws impose regulatory burdens on terminal operations. Spill prevention control and countermeasure requirements of federal and state laws require containment to mitigate or prevent contamination of waters in the event of a refined product overflow, rupture, or leak from above-ground pipelines and storage tanks. The Clean Water Act also requires ETO to maintain spill prevention control and countermeasure plans at ETO’s terminal facilities with above-ground storage tanks and pipelines. In addition, OPA requires that most fuel transport and storage companies maintain and update various oil spill prevention and oil spill contingency plans. Facilities that are adjacent to water require the engagement of Federally Certified Oil Spill Response Organizations (“OSRO”s) to be available to respond to a spill on water from above-ground storage tanks or pipelines.
Transportation and storage of refined products over and adjacent to water involves risk and potentially subjects ETO to strict, joint, and potentially unlimited liability for removal costs and other consequences of an oil spill where the spill is into navigable waters, along shorelines or in the exclusive economic zone of the United States. In the event of an oil spill into navigable waters, substantial liabilities could be imposed upon ETO. The Clean Water Act imposes restrictions and strict controls regarding the discharge of pollutants into navigable waters, with the potential of substantial liability for the violation of permits or permitting requirements.
Terminal operations and associated facilities are subject to the Clean Air Act as well as comparable state and local statutes. Under these laws, permits may be required before construction can commence on a new source of potentially significant air emissions, and operating permits may be required for sources that are already constructed. If regulations become more stringent, additional emission control technologies
Product liability claims and litigation could adversely affect our subsidiaries 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, ETC Sunoco Inc. is a defendant in numerous lawsuits that allege methyl tertiary butyl ether (“MTBE”)

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. TheseAn adverse determination of liability related to these allegations or other product liability claims against Sunoco,ETC Inc. could have a material adverse effect on our business or results of operations.
Climate change legislation or regulations restricting emissions of “greenhouse gases”GHGs could result in increased operating costs and reduced demand for the services we provide.
Climate change continues to attract considerable public, governmental 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.,United States, 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 NSPSNew Source Performance Standards (“NSPS”), known as 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 published by the EPA in 2012 and known as 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,However, the Subpart OOOOa standards have been subject to attempts by the EPA began seeking information aboutto stay portions of those standards, and the agency proposed rulemaking in June 2017 to stay the requirements for a period of two years and revisit implementation of Subpart OOOOa in its entirety. In September 2018, the EPA proposed amendments to Subpart OOOOa that would reduce the 2016 standards’ fugitive emissions monitoring requirements and expand exceptions to controlling methane emissions from facilitiespneumatic pumps, among other changes. Various industry and operatorsenvironmental groups have separately challenged both the original 2016 standards and the EPA’s attempts to delay the implementation of the rule. In August 2019, the EPA proposed two options for further rescinding the Subpart OOOOa standards. Under the EPA’s preferred alternative, the agency would rescind the methane limits for new, reconstructed and modified oil and natural gas production sources while leaving in place the general emission limits for volatile organic compounds, or VOCs, and relieve the EPA of its obligation to develop guidelines for methane emissions from existing sources. In addition, the proposal would remove from the oil and natural gas industrycategory the natural gas transmission and storage segment. The other proposed alternative would rescind the methane requirements of the Subpart OOOOa standards applicable to all oil and natural gas sources, without removing any sources from that source category (and still requiring control of VOCs in general). This rule, should it remain in effect, and any other new methane emission standards imposed on the oil and gas sector could be usedresult in increased costs to develop Existing Source Performance Standards.ETO’s operations as well as result in delays or curtailment in such operations, which costs, delays or curtailment could adversely affect ETO’s business. 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”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. In August 2017, the United States State Department informed the United Nations of the intent of the United States to withdraw from the Paris Agreement. The United States formally initiated the withdrawal process in November 2019, which would result in an effective exit date of November 2020. The United States’ adherence to the exit process and/or the terms on which the United States may re-enter the Paris Agreement or a separately negotiated agreement are unclear at this time.
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’sETO’s business, financial condition, demand for ETP’sits services, results of operations, and cash flows. Recently, activists concerned about the potential effects of climate change have directed their attention at sources of funding for fossil-fuel energy companies, which has resulted in certain financial institutions, funds and other sources of capital restricting or eliminating their investment in oil and natural gas activities. Ultimately, this could make it more difficult to secure funding for exploration and production or midstream activities. Notwithstanding potential risks related to climate change, the International Energy Agency estimates that global energy demand will continue to rise and will not peak until after 2040 and that oil and natural gas will continue to represent a substantial percentage of global energy use over that time. 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 ouron ETO’s assets.

The adoptionswaps regulatory provisions of the Dodd-Frank Act and the rules adopted thereunder could have an adverse effect on our ability to use derivative instruments to reducemitigate the effectrisks of changes in commodity price,prices and interest raterates and other risks associated with our business, resulting in our operations becoming more volatile and our cash flows less predictable.business.
Congress has adoptedProvisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and rules adopted by the Commodity Futures Trading Commission (the “CFTC”), a comprehensive financial reform legislation that establishesthe SEC and other prudential regulators establish federal oversight and regulation of the physical and financial derivatives, including over-the-counter derivatives market and entities, such as us, that participateparticipating 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 andWhile most of these 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 continues to review and the SEC asrefine its initial rulemakings through additional interpretations and supplemental rulemakings. As a result, of their activities in the derivatives marketsany new regulations or otherwise become specifically qualifiedmodifications 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 alsoexisting regulations could significantly increase operating costs and expose usthe cost of derivative contracts, materially alter the terms of derivative contracts, reduce the availability and/or liquidity of derivatives 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 andprotect against risks we encounter, reduce our ability to hedge.monetize or restructure our existing derivative contracts, and increase our exposure to less creditworthy counterparties. Any of these consequences could have a material adverse effect on our financial condition, results of operations and cash available for distribution to our Unitholders.
In October 2011, theThe CFTC has also issued regulations to setre-proposed speculative 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 forequivalents, although certain bona fide hedging transactions. Astransactions would be exempt from these new position limit ruleslimits provided that various conditions are not yet final, the impact of those provisions on us is uncertain at this time.
satisfied. The CFTC has also finalized a related aggregation rule that requires market participants to aggregate their positions with certain other persons under common ownership and control, unless an exemption applies, for purposes of determining whether the position limits have been exceeded. If adopted, the revised position limits rule and its finalized companion rule on aggregation may create additional implementation or operational exposure. In addition to the CFTC federal speculative position limit regime, designated contract markets (“DCMs”) also maintain speculative position limit and accountability regimes with respect to contracts listed on their platform as well as aggregation requirements similar to the CFTC’s final aggregation rule. Any speculative position limit regime, whether imposed at the federal-level or at the DCM-level may impose added operating costs to monitor compliance with such position limit levels, addressing accountability level concerns and maintaining appropriate exemptions, if applicable.
The Dodd-Frank Act requires that certain interest rateclasses of swaps be cleared on a derivatives clearing organization and credit default swaps for mandatorytraded on a DCM or other regulated exchange, unless exempt from such clearing and exchange trading.trading requirements, which could result in the application of certain margin requirements imposed by derivatives clearing organizations and their members. The associated rules require us, in connection with covered derivative activities, to comply with suchCFTC and prudential regulators have also adopted mandatory margin requirements or take steps tofor uncleared swaps entered into between swap dealers and certain other counterparties. We currently 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 theupon an end-user exception from the mandatorysuch clearing and margin requirements for the swaps enteredwe enter into to hedge our commercial risks. TheHowever, the application of the mandatory clearing and trade execution requirements and the uncleared swaps margin requirements to other market participants, such as swap dealers, may changeadversely affect 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 to the Dodd-Frank Act, requires thatthe European Union and other foreign regulators establish margin rules for uncleared swaps. The application of such requirements to other market participants, such as swap dealers, may changehave adopted and are implementing local reforms generally comparable with 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 promulgatedreforms under the Dodd-Frank Act further defined forwards as well as instances where forwardsAct. Implementation and enforcement of these regulatory provisions 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 reducehedge our usemarket risks with non-U.S. counterparties and may make transactions involving cross-border swaps more expensive and burdensome. Additionally, the lack of derivatives as a result of the legislationregulatory equivalency across jurisdictions may increase compliance costs and regulations,make it more difficult to satisfy 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.regulatory obligations.
A natural disaster, catastrophe or other event could result in severe personal injury, property damage and environmental damage, which could curtail ETP’sETO’s operations and otherwise materially adversely affect theirits cash flow.
Some of ETP’sETO’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 pipeline and other facilities operate at high pressures, sometimes in excess of 1,100 pounds per square inch.pressures. Virtually all of ETP’sETO’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 ETPETO or that deliver natural gas or other products to ETPETO are damaged by severe weather or any other disaster, accident, catastrophe or event, ETP’sETO’s operations could be significantly interrupted. Similar interruptions could result from damage to production or other facilities that supply ETP’sETO’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’sETO’s operations, or which causes it to make significant expenditures not covered by insurance, could reduce ETP’sETO’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, ETPETO may not be able to renew existing insurance policies or procure other desirable insurance on commercially reasonable terms, if at all. If ETPETO were to incur a significant liability for which it was not fully insured, it could have a material adverse effect on ETP’sETO’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’sETO’s or Sunoco LP’s facilities or pipelines, those of their customers, or in some cases, those of other pipelines could have a material adverse effect on ETP’sETO’s or Sunoco LP’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, anddevelopment, oil spill-response and decommissioning plans, and other related restrictions arising after the Deepwater Horizon incident in the Gulf of Mexicodevelopments may have a material adverse effect on our business, financial condition, or results of operations.
In recent years, theThe federal Bureau of Ocean Energy Management (“BOEM”) and the federal Bureau of Safety and Environmental Enforcement (“BSEE”), each agencies of the U.S.United States 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’sETO’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. However, in May 2017, Order 3350 was issued by the Department of the Interior Secretary Ryan Zinke, directing the BOEM to reconsider a number of regulatory initiatives governing oil and gas exploration in offshore waters, including, among other things, a cessation of all activities to promulgate the April 2016 proposed rulemaking (“Order 3350”). In addition, in September 2016, thean unrelated legal initiative, BOEM issued a Notice to Lessees and Operators (“NTL #2016-N01”) that would bolster supplemental bonding procedures forbecame effective in September 2016 and imposes more stringent requirements relating to the provision of financial assurance to satisfy decommissioning obligations. Together with a recent re-assessment by BSEE in 2016 in how it determines the amount of financial assurance required, the revised BOEM-administered offshore wells, platforms, pipelines,financial assurance program that is currently being implemented is expected to result in increased amounts of financial assurance being required of operators on the OCS, which amounts may be significant. However, as directed under Order 3350, the BOEM has delayed implementation of NTL #2016-N01 so that it may reconsider this regulatory initiative and, other facilities. These regulatory actions, currently, this NTL’s implementation timeline has been extended indefinitely beyond June 30, 2017, except in certain circumstances where there is a substantial risk of nonperformance of the interest holder’s decommissioning liabilities. The April 2016 proposed rule and NTL #2016-N01, should they be finalized and/or implemented, as well as 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’sETO’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’sETO’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’sETO’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’ETO’s 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 patented 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, 2016,2019, approximately 6%12% 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.we 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.
LCLThe liquefaction project is dependent upon securing long-term contractual arrangements for the off-take of LNG on project financingterms sufficient to fundsupport the costs necessary to constructfinancial viability of 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,our wholly-owned subsidiary, is in the process of developing a liquefaction project at the site of our existing regasification facility in conjunction with BG Group plc (“BG”) pursuant to aLake Charles, Louisiana. The project development agreement previously entered into in September 2013 with BG Group plc, a subsidiary of Shell, related to this project expired in February 2017. On June 28, 2017, LCL signed a memorandum of understanding with Korea Gas Corporation and scheduledShell to expire atstudy the endfeasibility of February 2017, subjecta joint development of the Lake Charles liquefaction project. The project would utilize existing dock and storage facilities owned by us located on the Lake Charles site. The parties’ determination as to the parties’ right to mutually extend the term. Pursuant to this agreement, each of LCL and BG are obligated to pay 50%feasibility of the development expensesproject will be particularly dependent upon the prospects for securing long-term contractual arrangements for the liquefaction project, subject to reimbursement byoff-take of LNG which in turn will be dependent upon supply and demand factors affecting the other party if such party withdraws fromprice of LNG in foreign markets. The financial viability of 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 couldwill also 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 baseddependent upon a number of other 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, includingfacility, the expected tolling charges it would be required to pay under the termscost of the liquefaction services agreement, the costs anticipated to be incurred by BG to purchase natural gas for delivery to the liquefaction facility,supply, 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.  Some 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 BGthe parties will reach an affirmative FIDdetermine to construct the liquefaction facility.proceed to develop this project.
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 havehas 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 byoriginal FERC order issued on December 17, 2015 authorized LCL to timely maintain the approvals necessary to completesite, construct and operate the liquefaction project, subject to a a condition requiring all phases of the liquefaction project to be completed and in-service within five years of the date of the order. The order also required the modifications to our Trunkline pipeline facilities that connect to our Lake Charles facility be complete by December 17, 2019 and additionally requires execution of a transportation contract for natural gas supply to the liquefaction facility prior to the initiation of construction of the liquefaction facility. In December 2019, LCL received an extension of these completion dates for the project to December 2025. There can be no assurances that these projects will be completed prior to the new construction deadlines.
Sunoco LP is subject to federal laws related to the Renewable Fuel Standard.
New laws, new interpretations of existing laws, increased governmental enforcement of existing laws or other developments could require us to make additional capital expenditures or incur additional liabilities. For example, certain independent refiners have initiated discussions with the EPA to change the way the Renewable Fuel Standard (“RFS”) is administered in an attempt to shift the burden of compliance from refiners and importers to blenders and distributors. Under the RFS, which requires an annually increasing amount of biofuels to be blended into the fuels used by U.S. drivers, refiners/importers are obligated to obtain renewable

identification numbers (“RINS”) either by blending biofuel into gasoline or through purchase in the open market. If the obligation was shifted from the importer/refiner to the blender/distributor, the Partnership would potentially have to utilize the RINS it obtains through its blending activities to satisfy a new obligation and would be unable to sell RINS to other obligated parties, which may cause an impact on the fuel margins associated with Sunoco LP’s sale of gasoline.
The occurrence of any of the events described above could have a material adverse effect on itsSunoco LP’s business, financial condition, results of operations and cash available for distribution to its unitholders.
Sunoco LP is subject to federal, state and local laws and regulations that govern the product quality specifications of refined petroleum products it purchases, stores, transports, and sells to its distribution customers.
Various federal, state, and local government agencies have the authority to prescribe specific product quality specifications for certain commodities, including commodities that Sunoco LP distributes. Changes in product quality specifications, such as reduced sulfur content in refined petroleum products, or other more stringent requirements for fuels, could reduce Sunoco LP’s ability to procure product, require it to incur additional handling costs and/or require the expenditure of capital. If Sunoco LP is unable to procure product or recover these costs through increased selling price, it may not be able to meet its financial condition.obligations. Failure to comply with these regulations could result in substantial penalties for Sunoco LP.
The NYSE does not require a publicly traded partnership like us to comply with certain corporate governance requirements.
Because we are a publicly traded partnership, the NYSE does not require us to have a majority of independent directors on our general partner’s board of directors or to establish a compensation committee or a nominating and corporate governance committee. Accordingly, our Unitholders do not have the same protections afforded to stockholders of corporations that are subject to all of the corporate governance requirements of the applicable stock exchange.
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, ETO or ETPits subsidiaries, including Sunoco LP and USAC as a corporation for federal income tax purposes or if we, ETO, Sunoco LP or ETPUSAC 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 dependsETO and its subsidiaries, including Sunoco LP and USAC, depend largely on ETPETO, Sunoco LP and USAC being treated as a partnershippartnerships for federal income tax purposes.
Despite the fact that we, ETO, Sunoco LP and ETPUSAC 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, ETO, Sunoco LP and ETPUSAC satisfy the qualifying income requirement. Failing to meet the qualifying income requirement or a change in current law could cause us, ETO, Sunoco LP or ETPUSAC to be treated as a corporation for federal income tax purposes or otherwise subject us or ETP to taxation as an entity.
If we, ETO, Sunoco LP or ETPUSAC 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 casecash 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 tax treatment of publicly traded partnerships or an investment in our units could be subject to potential legislative, judicial or administrative changes or differing interpretations, possibly applied on a retroactive basis.
The present U.S.United States federal income tax treatment of publicly traded partnerships, including us, or an investment in our common unitsCommon 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.United States 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.United States federal income tax purposes.
However, any modification to the U.S.United States 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.United States 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.Common Units. You are urged to consult with your own tax advisor with respect to the status of regulatory or administrative developments and proposals and their potential effect on your investment in our Common Units.
If the IRS contests the federal income tax positions we take, the market for our Common Units may be adversely affected and the costs of any such contest will reduce cash available for distributions to our Unitholders.
We have subsidiaries that will be treatednot requested a ruling from the IRS with respect to our treatment 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, ifIRS may adopt positions that differ from the positions we take. It may be necessary to resort to administrative or court proceedings to sustain some or all of the positions we take. A court may not agree with some or all of the positions we take. Any contest with the IRS may materially and adversely impact the market for our Common Units and the prices at which they trade. In addition, the costs of 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 reducecontest with the IRS will be borne by us reducing 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.Unitholders.
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-1information statement to each unitholderUnitholder and former Unitholder with respect to an audited and adjusted return. Although our general partner may elect to have our Unitholders and former Unitholders take such audit adjustment into account and pay any resulting taxes (including applicable penalties or interest) 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
Unitholders may be required to pay taxes on their share of our income even if they do not receive any cash distributions from us.
Because our Unitholders will be treated as partners to whom we will allocate taxable income which will be different in amount than the cash we distribute, our 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. Our 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 result from that income.
Tax gain or loss on disposition of our Common Units could be more or less than expected.
If our Unitholders sell their Common Units, they will recognize a gain or loss equal to the difference between the amount realized and their tax basis in those Common Units. Prior distributions to our Unitholders in excess of the total net taxable income the Unitholder was allocated for a unit, which decreased their tax basis in that unit, will, in effect, become taxable income to our Unitholders if the Common Unit is sold at a price greater than their tax basis in that Common Unit, even if the price they receive is less than their original cost. A substantial portion of the amount realized, whether or not representing gain, may be ordinary income. In addition, if our Unitholders sell their units, they may incur a tax liability in excess of the amount of cash received from the sale.
Tax-exempt entities face unique tax issues from owning our units that may result in adverse tax consequences to them.
Investment in our units by tax-exempt entities, including employee benefit plans and individual retirement accounts (known as IRAs) 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. Further, with respect to taxable years beginning after December 31, 2017, a tax-exempt entity with more than one unrelated trade or business (including by attribution from investment in a partnership such as ours that is engaged in one or more unrelated trade or business) is required to compute the unrelated business taxable income of such tax-exempt entity separately with respect to each such trade or business (including for purposes of determining any net operating loss deduction). As a result, for years beginning after December 31, 2017, it may not be possible for tax-exempt entities to utilize losses from an investment in our partnership to offset unrelated business taxable income from another unrelated trade or business and vice versa. Tax-exempt entities should consult a tax advisor before investing in our units.
Non-United States Unitholders will be subject to United States taxes and withholding with respect to their income and gain from owning our units.
Non-United States Unitholders are generally taxed and subject to income tax filing requirements by the United States on income effectively connected with a United States trade or business (“effectively connected income”). Income allocated to our Unitholders and any gain from the sale of our units will generally be considered to be “effectively connected” with a United States trade or business.  As a result, distributions to a non-United States Unitholder will be subject to withholding at the highest applicable effective tax rate and a non-United States Unitholder who sells or otherwise disposes of a unit will also be subject to United States federal income tax on the gain realized from the sale or disposition of that unit. 
The Tax Cuts and Jobs Act imposes a withholding obligation of 10% of the amount realized upon a non-United States Unitholder’s sale or exchange of an interest in a partnership that is engaged in a United States trade or business. However, due to challenges of administering a withholding obligation applicable to open market trading and other complications, the IRS has temporarily suspended the application of this withholding rule to open market transfers of interests in publicly traded partnerships pending promulgation of regulations or other guidance that resolves the challenges.  It is not clear if or when such regulations or other guidance will be finalized.  Non-United States Unitholders should consult a tax advisor before investing in our 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 United States federal income tax purposes) are not applicablesubject to United States federal income tax, some of our operations are conducted through subsidiaries that are organized as corporations for United States federal income tax years beginning onpurposes. The taxable income, if any, of subsidiaries that are treated as corporations for United States federal income tax purposes, is subject to corporate-level United States federal income taxes, which may reduce the cash available for distribution to us and, in turn, to our Unitholders. If the IRS or priorother state or local jurisdictions were to December 31, 2017.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.
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 adopthave adopted 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 consult a tax advisor to determine whether it is advisable to modify any applicable brokerage account agreements to prohibit their brokers from borrowing their units.
ETP and Sunoco LPWe have adopted certain valuation methodologies in determining unitholder’sUnitholder’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’sWhen we issue additional units or ETP’s unitholders,engage in certain other transactions, we must routinely determine the fair market value of our respective assets.assets and allocate any unrealized gain or loss attributable to such assets to the capital accounts of our Unitholders and our general partner. Although we may from time to time consult with professional appraisers regarding valuation matters, including the valuation of our assets, we make many of the fair market value estimates of our assets ourselves using a methodology based on the market value of our Sunoco LP’s or ETP’s common unitsCommon Units as a means to measure the fair market value of our respectiveassets. Our methodology may be viewed as understating the value of our assets. In that case, there may be a shift of income, gain, loss and deduction between certain Unitholders and our general partner, which may be unfavorable to such 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 our tangible assets and a lesser portion allocated to our intangible assets. The IRS may challenge theseour valuation methods, or our allocation of Section 743(b) adjustment attributable to our tangible and the resultingintangible assets, and allocations of income, gain, loss and deduction.deduction between our general partner and certain of our Unitholders.
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.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 ETPour subsidiaries 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 willUnitholders may be subject to several risks, includinglimitation on their ability to deduct interest expense incurred by us.
In general, our Unitholders are entitled to a deduction for the following:
liability for damagesinterest we have paid or accrued on indebtedness properly allocable to our trade or business during our taxable year. However, under the termsTax Cuts and conditionsJobs Act, for taxable years beginning after December 31, 2017, our deduction for “business interest” is limited to the sum of our business interest income and 30% of our “adjusted taxable income.” For the purposes of this limitation, adjusted taxable income is computed without regard to any business interest expense or business interest income, and in the case of taxable years beginning before January 1, 2022, any deduction allowable for depreciation, amortization, or depletion. Although the interest limitation does not apply to certain regulated pipeline businesses, application of the merger agreement;interest limitation to tiered businesses like ours that hold interests in regulated and unregulated businesses is not clear. Pending further guidance specific to this issue, we have not yet determined the impact the limitation could
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’sour Unitholders’ 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,deduct 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,interest expense, but 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 costsUnitholders’ interest expense deduction 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.

limited.
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 andPennsylvania; Houston, Corpus ChristiTexas 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”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 subsidiariesWe 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. ETPWe also ownsown and operatesoperate multiple natural gas and NGL storage facilities and ownsown or leaseslease other processing, treating and conditioning facilities in connection with itsour midstream operations.
ITEM 3. LEGAL PROCEEDINGS
ETC Sunoco Inc. and/orHoldings LLC and Sunoco Inc. (R&M), along with other refiners, manufacturers and sellers of gasoline,LLC (collectively, “Sunoco”) are defendants in lawsuits alleging MTBE contamination of groundwater. The plaintiffs, typically include water purveyors and municipalities responsible for supplying drinking water andstate-level governmental authorities. The plaintiffs primarilyentities, assert product liability, claims and additional claims

including nuisance, trespass, negligence, violation of environmental laws, andand/or deceptive business practices.practices claims. 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, 2016,2019, Sunoco Inc. is a defendant in sixfive cases, including casesone case each initiated by the States of New Jersey, Vermont, Pennsylvania,Maryland and Rhode Island, one by the Commonwealth of Pennsylvania and two others by the Commonwealth of Puerto Rico with theRico. The more recent Puerto Rico action beingis 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 withactions brought by the State of New Jersey, subject to the parties agreeing on the termsMaryland and conditionsCommonwealth of a SettlementPennsylvania have also named as defendants ETO, ETP Holdco Corporation, and Release agreement. Sunoco Partners Marketing & Terminals L.P. (“SPMT”).
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 anAn 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 saidsuch adverse determination occurs, but does not believe that any such an adverse determination likely would not 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, theOctober 2016, 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 NoticesNotice of Probable Violation ("NOPVs"(“NOPVs”) and a Proposed Compliance Order ("PCO"(“PCO”) related to Sunoco Logistics’ETO’s West Texas Gulf pipeline in connection with repairs being carried out on the pipeline and other administrative and procedural findings. The proposed penalties arecase went to hearing in excessMarch 2017. On November 14, 2019, PHMSA issued a Final Order that upheld the two alleged violations and resultant civil penalty in the amount of $100,000. Sunoco Logistics does not expect there to be a material impact to its results of operations, cash flows or financial position.$251,800.  The full payment was made on November 27, 2019, and the case is now closed.
In April 2016, the PHMSA issued a NOPV, PCO and Proposed Civil Penalty related to certain welding practices and procedures carried outfollowed during construction of Sunoco Logistics’ETO’s Permian Express 2 pipeline system in Texas.  The proposed penalties arecase went to hearing before an Administrative Hearing Officer 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, theNovember 2016. Recently, PHMSA issued NOPVs and a PCO in connection withFinal Order withdrawing two of the five alleged violations on Sunoco Logistics’ Texas crude oil pipeline system. The proposed penalties areand resulting in excessa reduction of $100,000. Sunoco Logistics does not expect therethe civil penalty from $1,278,100 to be a material impact to its results of operations, cash flows or financial position.$882,600 along with ordering compliance actions.
In July 2016, the PHMSA issued a NOPV, PCO and PCOproposed civil penalty to our West Texas Gulf pipeline in connection with inspection and maintenance activities related to a 2013 incident on Sunoco Logistics'our crude oil pipeline near Wortham, Texas. The proposedcase went to hearing in March 2017.  The Proposed Compliance Order was fully withdrawn.  On November 8, 2019, PHMSA issued a Final Order that

withdrew three alleged violations and reduced the civil penalty from $1,539,800 to $1,019,200.  The full payment was made on December 9, 2019 and the case is now closed.
In late 2016, FERC Enforcement Staff began a non-public investigation of Rover’s removal of the Stoneman House, a potential historic structure, in connection with Rover’s application for permission to construct a new interstate natural gas pipeline and related facilities. In mid-2017, FERC Enforcement Staff began a non-public investigation regarding allegations that diesel fuel may have been included in the drilling mud at the Tuscarawas River horizontal directional drilling (“HDD”) operations. Rover and the Partnership are cooperating with the investigations. Enforcement Staff has provided Rover its non-public preliminary findings regarding those investigations. The company disagrees with those findings and intends to vigorously defend against any potential penalty. Given the stage of the proceedings, and the non-public nature of the investigation, the Partnership is unable at this time to provide an assessment of the potential outcome or range of potential liability, if any.
On November 3, 2017, the State of Ohio and the Ohio Environmental Protection Agency (“Ohio EPA”) filed suit against Rover and other defendants (collectively, the “Defendants”) seeking to recover approximately $2.6 million in civil penalties are in excessallegedly owed and certain injunctive relief related to permit compliance. The Defendants filed several motions to dismiss, which were granted on all counts. The Ohio EPA appealed, and on December 9, 2019, the Fifth District court of $100,000, and Sunoco Logistics is currently in discussions with PHMSAappeals entered a unanimous judgment affirming the trial court. The Ohio EPA sought review from the Ohio Supreme Court, which Defendants intend to oppose.
Energy Transfer Company Field Services received NOV REG-0569-1701 on June 6, 2017 for emission events that occurred January 1, 2017 through April 16, 2017 at the Jal 3 gas plant. On September 11, 2017, the New Mexico Environmental Department sent ETO a settlement offer to resolve these matters.the NOV for a penalty of $596,278. Negotiations for this settlement offer are ongoing.
Energy Transfer Company Field Services received NOV REG-0569-1702 on December 8, 2017 for emission events that occurred April 17, 2017 through September 23, 2017 at the Jal 3 gas plant. On January 31, 2018, ETO received a settlement offer to resolve the NOV for a penalty of $602,138. Negotiations for this settlement offer are ongoing.
Energy Transfer Company Field Services received NOV REG-0569-1801 on February 13, 2018 for emission events that occurred September 25, 2017 through December 29, 2017 at the Jal 3 gas plant. On June, 11, 2018, the New Mexico Environmental Department sent ETO a settlement offer to resolve the NOV for a penalty of $268,213. Negotiations for this settlement offer are ongoing.
In June 2018, ETC Northeast Pipeline LLC (“ETC Northeast”) entered into a Consent Order and Agreement with the PADEP, pursuant to which ETC Northeast agreed to pay $150,242 to the PADEP to settle various statutory and common law claims relating to soil discharge into, and erosion of the stream bed of, Raccoon Creek in Center Township, Pennsylvania during construction of the Revolution Pipeline. ETC Northeast has paid the settlement amount and continues to monitor the construction site and work with the landowner to resolve any remaining issues related to the restoration of the construction site.
Energy Transfer Company Field Services received NOV REG-0569-1802 from the New Mexico Environmental Department on July 25, 2018 for emission events that occurred January 1, 2018 through April 30, 2018 at the Jal 3 gas plant. On September 25, 2018, ETO received a settlement offer to resolve the NOV for a penalty of $1,151,499. Negotiations for this settlement offer are ongoing.
Energy Transfer Field Company Services received NOV REG-0569-1803 from the New Mexico Environmental Department on November 8, 2018 for emission events that occurred May 1, 2018 through August 31, 2018 at the Jal 3 gas plant. On December 28, 2018, ETO received a settlement offer to resolve the NOV for a penalty of $1,405,652. Negotiations for this settlement offer are ongoing.
In January 2019, we received notice from the DOJ on behalf of the EPA that a civil penalty enforcement action was being pursued under the Clean Water Act for an estimated 450 barrel crude oil release from the Mid-Valley Pipeline operated by SPLP and owned by Mid-Valley Pipeline Corporation. The release purportedly occurred in October 2014 on a nature preserve located in Hamilton County, Ohio, near Cincinnati, Ohio. After discovery and notification of the release, SPLP conducted substantial emergency response, remedial work and primary restoration in three phases and the primary restoration has been acknowledged to be complete. Operation and maintenance (O&M) activities will continue for several years. In December of 2019, SPLP reached an agreement in principal with the EPA regarding payment of a civil penalty which will be subject to public comment. The DOJ, on behalf of United States Department of Interior Fish and Wildlife, and the Ohio Attorney General, on behalf of the Ohio EPA, along with technical representatives from those agencies have been discussing natural resource damage assessment claims related to state endangered species and compensatory restoration. The timing orand outcome of these matters cannot be reasonably determined at this time,time; however, Sunoco Logistics doeswe do not expect there to be a material impact to itsour results of operations, cash flows or financial position.
On September 10, 2018, a pipeline release and fire (the “Incident”) occurred on the Revolution pipeline, a natural gas gathering line located in Center Township, Beaver County, Pennsylvania. There were no injuries. On February 8, 2019, the Pennsylvania

Department of Environmental Protection (“PADEP”) issued a Permit Hold on any requests for approvals/permits or permit amendments for any project in Pennsylvania pursuant to the state’s water laws. The Partnership filed an appeal of the Permit Hold with the Pennsylvania Environmental Hearing Board. On January 3, 2020, the Partnership entered into a Consent Order and Agreement with the Department in which, among other things, the Permit Hold was lifted, the Partnership agreed to pay a $28.6 million civil penalty and fund a $2 million community environmental project, and all related appeals were withdrawn.
The Pennsylvania Office of Attorney General has commenced an investigation regarding the Incident, and the United States Attorney for the Western District of Pennsylvania has issued a federal grand jury subpoena for documents relevant to the Incident. The scope of these investigations is not further known at this time.
On June 4, 2019, the Oklahoma Corporation Commission’s (“OCC”) Transportation Division filed a complaint against SPLP seeking a penalty of up to $1 million related to a May 2018 rupture near Edmond, Oklahoma.  The rupture occurred on the Noble to Douglas 8” pipeline in an area of external corrosion and caused the release of approximately fifteen barrels of crude oil. SPLP responded immediately to the release and remediated the surrounding environment and pipeline in cooperation with the OCC.  The OCC filed the complaint alleging that SPLP failed to provide adequate cathodic protection to the pipeline causing the failure.  SPLP is negotiating a settlement agreement with the OCC for a lesser penalty.
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.$100,000.
For a description of other legal proceedings, see Note 11 to our consolidated financial statements.statements included in “Item 8. Financial Statements and Supplementary Data.”
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, 2017,14, 2020, there were approximately 255,000 individual590,000 registered common unitholders, which includes common units held in street name. Common units represent limited partner interestinterests 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, 2016,2019, limited partners ownsown an aggregate 97.7%99.9% limited partner interest in us. Our General Partner owns an aggregate 0.3%0.1% 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.NYSE under the ticker symbol “ET.” 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.”
ET Class A Units
In connection with the Energy Transfer Merger, the Partnership issued 647,745,099 Class A units (“ET Class A Units”) representing limited partner interests in the Partnership to the General Partner. The number of ET Class A Units issued allows the General Partner and its affiliates to retain a voting interest in the Partnership that is identical to their voting interest in the Partnership prior to the completion of the Energy Transfer Merger. The ET Class A Units are entitled to vote together with the Partnership’s common units, as a single class, except as required by law. Additionally, ET’s partnership agreement provides that, under certain circumstances, upon the issuance by the Partnership of additional common units or any securities that have voting rights that are pari passu with the Partnership common units, the Partnership will issue to any holder of ET Class A Units additional ET Class A Units such that the holder maintains a voting interest in the Partnership that is identical to its voting interest in the Partnership prior to such issuance of common units. In connection with the SemGroup Transaction, we issued an additional 14,246,973 ET Class A Units in December 2019. The ET Class A Units are not entitled to distributions and otherwise have no economic attributes.
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.The following table discloses purchases of ET Common Units made by us or on our behalf in the quarter ended December 31, 2019:
Period Total Number of Units Purchased Average Price Paid per Unit Total Number of Units Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Units That May Yet be Purchased Under the Plans or Programs
October 2019 —
 $—
 —
 —
November 2019 —
 —
 —
 —
December 2019 1,916,795
 13.04
 1,916,795
 $910,831,303
Securities Authorized for Issuance Under Equity Compensation Plans
For information on the securities authorized for issuance under ETE’sET’s equity compensation plans, see Item“Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters.”
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,Years Ended December 31,
2016 2015 2014 2013 20122019 2018 2017 2016 2015
Statement of Operations Data:                  
Total revenues$37,504
 $42,126
 $55,691
 $48,335
 $16,964
$54,213
 $54,087
 $40,523
 $31,792
 $36,096
Operating income1,499
 2,399
 2,470
 1,551
 1,360
7,277
 5,348
 2,721
 1,851
 2,287
Income from continuing operations41
 1,093
 1,060
 282
 1,383
4,899
 3,630
 2,543
 462
 1,023
Income (loss) from discontinued operations—
 (265) (177) (462) 38
Net income4,899
 3,365
 2,366
 —
 1,061
Basic income from continuing operations per limited partner unit0.94
 1.11
 0.58
 0.17
 0.29
1.37
 1.17
 0.86
 0.95
 1.11
Diluted income from continuing operations per limited partner unit0.92
 1.11
 0.57
 0.17
 0.29
1.36
 1.16
 0.84
 0.93
 1.11
Cash distribution per unit1.14
 1.08
 0.80
 0.67
 0.63
Basic loss from discontinued operations per limited partner unit—
 (0.01) (0.01) (0.01) —
Diluted loss from discontinued operations per limited partner unit—
 (0.01) (0.01) (0.01) —
Cash distribution per common unit1.22
 1.22
 1.17
 1.14
 1.08
Balance Sheet Data (at period end):                  
Assets held for sale—
 —
 3,313
 3,588
 3,681
Total assets79,011
 71,189
 64,279
 50,330
 48,904
98,880
 88,246
 86,246
 78,925
 71,144
Liabilities associated with assets held for sale—
 —
 75
 48
 42
Long-term debt, less current maturities42,608
 36,837
 29,477
 22,562
 21,440
51,028
 43,373
 43,671
 42,608
 36,837
Total equity22,517
 23,598
 22,314
 16,279
 16,350
33,845
 30,850
 29,980
 22,431
 23,553
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.LP is a Delaware limited partnership whose common units are publicly traded on the NYSE under the ticker symbol “ETE.“ET.” ETEET 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”“ET” mean Energy Transfer Equity, L.P.LP and its consolidated subsidiaries, which include ETP,ETO, ETP GP, ETP LLC, Panhandle, (or Southern Union prior to its merger into Panhandle in January 2014), Sunoco Logistics, Sunoco LP and Lake Charles LNG and ETP Holdco.LNG. References to the “Parent Company” mean Energy Transfer Equity, L.P.LP on a stand-alone basis.
OVERVIEW
Energy Transfer Equity, L.P.LP directly and indirectly owns equity interests in ETP andETO, Sunoco LP both publicly traded masterand USAC, all of which are 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 LPUSAC have publicly traded 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 ETPETO. ETO’s earnings and cash flows are generated by its subsidiaries, including ETO’s investments in Sunoco LP bothand USAC. The amount of which are publicly traded master limited partnerships engaged in diversified energy-related services,cash that ETO, Sunoco LP and USAC distribute to their respective partners, including the Parent Company, each quarter is based on earnings from their respective business activities and the Partnership’s ownershipamount of Lake Charles LNG. The Parent Company’s primaryavailable 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.as discussed below.
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;intrastate transportation and storage;
Investmentinterstate transportation and storage;
midstream;
NGL and refined products transportation and services;
crude oil transportation and services;
investment in Sunoco LP, including the consolidated operationsLP;
investment in USAC; and
all other.
The general partner 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 haveETO has separate operating management and boards of directors. We control ETP and Sunoco LPETO through our ownershipowner ship of theirits respective general partners.
Recent Developments
ETEETO Series F and Series G Preferred Units Issuance
On January 2017 Private Placement22, 2020, ETO issued 500,000 of its 6.750% Series F Preferred Units at a price of $1,000 per unit and ETP Unit Purchase1,100,000 of its 7.125% Series G Preferred Units at a price of $1,000 per unit. The net proceeds were used to repay amounts outstanding under ETO’s revolving credit facility and for general partnership purposes.
InETO January 2017, ETE2020 Senior Notes Offering and Redemption
On January 22, 2020, ETO completed a registered offering (the “January 2020 Senior Notes Offering”) of $1.00 billion aggregate principal amount of ETO’s 2.900% Senior Notes due 2025, $1.50 billion aggregate principal amount of ETO’s 3.750% Senior Notes due 2030, and $2.00 billion aggregate principal amount of ETO’s 5.000% Senior Notes due 2050, (collectively, the “Notes”).

The Notes are fully and unconditionally guaranteed by the Partnership’s wholly-owned subsidiary, Sunoco Logistics Partners Operations L.P., on a senior unsecured basis.
Utilizing proceeds from the January 2020 Senior Notes Offering, ETO redeemed its $400 million aggregate principal amount of 5.75% Senior Notes due September 1, 2020, its $1.05 billion aggregate principal amount of 4.15% Senior Notes due October 1, 2020, its $1.14 billion aggregate principal amount of 7.50% Senior Notes due October 15, 2020, its $250 million aggregate principal amount of 5.50% Senior Notes due February 15, 2020, ET’s $52 million aggregate principal amount of 7.50% Senior Notes due October 15, 2020 and Transwestern’s $175 million aggregate principal amount of 5.36% Senior Notes due December 9, 2020.
ETO Term Loan
On October 17, 2019, ETO entered into a term loan credit agreement (the “ETO Term Loan”) providing for a $2.00 billion three-year term loan credit facility. Borrowings under the term loan agreement mature on October 17, 2022 and are available for working capital purposes and for general partnership purposes. The term loan agreement is unsecured and is guaranteed by our subsidiary, Sunoco Logistics Partners Operations L.P.
As of December 31, 2019, the ETO Term Loan had $2.00 billion outstanding and was fully drawn. The weighted average interest rate on the total amount outstanding as of December 31, 2019 was 2.78%.
SemGroup Acquisition andET Contribution of SemGroup Assets to ETO
On December 5, 2019, ET completed the acquisition of SemGroup pursuant to the terms of the Agreement and Plan of Merger, dated as of September 15, 2019 (the “Merger Agreement”). Under the terms of the Merger Agreement, a wholly owned subsidiary of ET merged with and into SemGroup (the “SemGroup Transaction”), with SemGroup surviving the Merger. At the effective time of the SemGroup Transaction on December 5, 2019, each share of class A common stock, par value $0.01 per share, of SemGroup issued 32.2 million common unitsand outstanding immediately prior to the effective time was converted into the right to receive (i) $6.80 in cash, without interest, and (ii) 0.7275 ET Common Units representing limited partner interests in ET. Each share of Series A Cumulative Perpetual Convertible Preferred Stock, par value $0.01 per share, of SemGroup that was issued and outstanding as of immediately prior to the Partnershipeffective time was redeemed by SemGroup for cash at a price per share equal to 101% of the liquidation preference.
During the first quarter of 2020, ET contributed certain institutional investorsSemGroup assets to ETO through sale and contribution transactions.
JC Nolan Pipeline
On July 1, 2019, ETO and Sunoco LP entered into a joint venture on the JC Nolan diesel fuel pipeline to West Texas and the JC Nolan terminal. ETO operates the pipeline for the joint venture, which transports diesel fuel from Hebert, Texas to a terminal in the Midland, Texas area. The diesel fuel pipeline has an initial capacity of 30,000 barrels per day and was successfully commissioned in August 2019.
Series E Preferred Units Issuance
In April 2019, ETO issued 32 million of its 7.600% Series E Preferred Units at a private transaction forprice of $25 per unit, including 4 million Series E Preferred Units pursuant to the underwriters’ exercise of their option to purchase additional preferred units. The total gross proceeds from the Series E Preferred Unit issuance were $800 million, including $100 million from the underwriters’ exercise of approximately $580 million, which ETEtheir option to purchase additional preferred units. The net proceeds were used to purchase 15.8repay amounts outstanding under ETO’s revolving credit facility and for general partnership purposes.
ET-ETO Senior Notes Exchange
In March 2019, ETO issued approximately $4.21 billion aggregate principal amount of senior notes to settle and exchange approximately 97% of ET’s outstanding senior notes. In connection with this exchange, ETO issued $1.14 billion aggregate principal amount of 7.50% senior notes due 2020, $995 million newly issued ETP common units.aggregate principal amount of 4.25% senior notes due 2023, $1.13 billion aggregate principal amount of 5.875% senior notes due 2024 and $956 million aggregate principal amount of 5.50% senior notes due 2027.
ETP Series A Preferred UnitsETO 2019 Senior Notes Offering and Redemption
In January 2017, ETP repurchased all of its 1.912019, ETO issued $750 million outstanding Series A Preferred Units for cash in the aggregate principal amount of $53 million.4.50% senior notes due 2024, $1.50 billion aggregate principal amount of 5.25% senior notes due 2029 and $1.75 billion aggregate principal amount of 6.25% senior notes due 2049. The $3.96 billion net proceeds from the offering were used to repay in full ET’s outstanding senior secured term loan, to redeem outstanding senior notes, to repay a portion of the borrowings under the Partnership’s revolving credit facility and for general partnership purposes.

ETPPanhandle Senior Notes Redemption
In June 2019, Panhandle’s $150 million aggregate principal amount of 8.125% senior notes matured and Sunoco Logistics Mergerwere repaid with borrowings under an affiliate loan agreement with ETO.
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 AcquisitionBakken Senior Notes Offering
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 HoldingsMarch 2019, Midwest Connector Capital 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 Dakota Access, issued $650 million aggregate principal amount of 3.625% senior notes due 2022, $1.00 billion aggregate principal amount of 3.90% senior notes due 2024 and $850 million aggregate principal amount of 4.625% senior notes due 2029. The $2.48 billion in net proceeds from the Partnership.offering were used to repay in full all amounts outstanding on the Bakken credit facility and the facility was terminated.
Sunoco LP Senior Notes Offering
In March 2019, Sunoco LP issued $600 million aggregate principal amount of 6.00% senior notes due 2027 in a private placement to eligible purchasers. The transactionnet proceeds from this offering were used to repay a portion of Sunoco LP’s existing borrowings under its credit facility. In July 2019, Sunoco LP completed an exchange of these notes for registered notes with substantially identical terms.
USAC Senior Notes Offering
In March 2019, USAC issued $750 million aggregate principal amount of 6.875% senior notes due 2027 in a private placement, and in December 2019, USAC exchanged those notes for substantially identical senior notes registered under the Securities Act. The net proceeds from this offering were used to repay a portion of USAC’s existing borrowings under its credit facility and for general partnership purposes.
Regulatory Update
Interstate Natural Gas Transportation Regulation
Rate Regulation
Effective January 2018, the 2017 Tax and Jobs Act (the “Tax Act”) changed several provisions of the federal tax code, including a reduction in the maximum corporate tax rate. On March 15, 2018, in a set of related proposals, the FERC addressed treatment of federal income tax allowances in regulated entity rates. The FERC issued a Revised Policy Statement on Treatment of Income Taxes (“Revised Policy Statement”) stating that it will no longer permit master limited partnerships to recover an income tax allowance in their cost of service rates. The FERC issued the Revised Policy Statement in response to a remand from the United States Court of Appeals for the District of Columbia Circuit in United Airlines v. FERC, in which the court determined that the FERC had not justified its conclusion that a pipeline organized as a master limited partnership would not “double recover” its taxes under the current policy by both including an income-tax allowance in its cost of service and earning a return on equity calculated using the discounted cash flow methodology. On July 18, 2018, the FERC issued an order denying requests for rehearing and clarification of its Revised Policy Statement. In the rehearing order, the FERC clarified that a pipeline organized as a master limited partnership will not be not be precluded in a future proceeding from arguing and providing evidentiary support that it is entitled to an income tax allowance and demonstrating that its recovery of an income tax allowance does not result in a double-recovery of investors’ income tax costs. In light of the rehearing order, the impacts of the FERC’s policy on the treatment of income taxes may have on the rates ETO can charge for the FERC-regulated transportation services are unknown at this time.
The FERC also issued a Notice of Inquiry (“2017 Tax Law NOI”) on March 15, 2018, requesting comments on the effect of the Tax Act on FERC jurisdictional rates. The 2017 Tax Law NOI states that of particular interest to the FERC is whether, and if so how, the FERC should address changes relating to accumulated deferred income taxes and bonus depreciation. Comments in response to the 2017 Tax Law NOI were due on or before May 21, 2018.
In March 2019, following the decision of the D.C. Circuit in Emera Maine v. Federal Energy Regulatory Commission, the FERC issued a Notice of Inquiry regarding its policy for determining return on equity (“ROE”). The FERC specifically sought information and stakeholder views to help the FERC explore whether, and if so how, it should modify its policies concerning the determination of ROE to be used in designing jurisdictional rates charged by public utilities. The FERC also expressly sought comment on whether any changes to its policies concerning public utility ROEs should be applied to interstate natural gas and oil pipelines. Initial comments were due in June 2019, and reply comments were due in July 2019. The FERC has not taken any further action with respect to the Notice of Inquiry as of this time, and therefore we cannot predict what effect, if any, such development could have on our cost-of-service rates in the future.

Also included in the March 15, 2018 proposals is a Notice of Proposed Rulemaking (“NOPR”) proposing rules for implementation of the Revised Policy Statement and the corporate income tax rate reduction with respect to natural gas pipeline rates. On July 18, 2018, the FERC issued a Final Rule adopting procedures that are generally the same as proposed in the NOPR with a few clarifications and modifications. With limited exceptions, the Final Rule requires all FERC-regulated natural gas pipelines that have cost-based rates for service to make a one-time Form No. 501-G filing providing certain financial information and to make an election on how to treat its existing rates. The Final Rule suggests that this information will allow the FERC and other stakeholders to evaluate the impacts of the Tax Act and the Revised Policy Statement on each individual pipeline’s rates. The Final Rule also requires that each FERC-regulated natural gas pipeline select one of four options to address changes to the pipeline’s revenue requirements as a result of the tax reductions: file a limited Natural Gas Act (“NGA”) Section 4 filing reducing its rates to reflect the reduced tax rates, commit to filing a general NGA Section 4 rate case in the near future, file a statement explaining why an adjustment to rates is not needed, or take no other action. For the limited NGA Section 4 option, the FERC clarified that, notwithstanding the Revised Policy Statement, a pipeline organized as a master limited partnership does not need to eliminate its income tax allowance but, instead, can reduce its rates to reflect the reduction in the maximum corporate tax rate. Trunkline, ETC Tiger Pipeline, LLC and Panhandle filed their respective FERC Form No. 501-Gs on October 11, 2018. FEP, Lake Charles LNG and certain other operating subsidiaries filed their respective FERC Form No. 501-Gs on or about November 8, 2018, and Rover, FGT, Transwestern and MEP filed their respective FERC Form No. 501-Gs on or about December 6, 2018.
By order issued January 16, 2019, the FERC initiated a review of Panhandle’s existing rates pursuant to Section 5 of the Natural Gas Act to determine whether the rates currently charged by Panhandle are just and reasonable and set the matter for hearing.  Panhandle filed a cost and revenue study on April 1, 2019. Panhandle filed a NGA Section 4 rate case on August 30, 2019.
By order issued October 1, 2019, the Panhandle Section 5 and Section 4 cases were consolidated. An initial decision is expected to be issued in the first quarter of 2021. By order issued February 19, 2019, the FERC initiated a review of Southwest Gas’ existing rates pursuant to Section 5 of the Natural Gas Act to determine whether the rates currently charged by Southwest Gas are just and reasonable and set the matter for hearing.  Southwest Gas filed a cost and revenue study on May 6, 2019.  On July 10, 2019, Southwest filed an Offer of Settlement in this Section 5 proceeding, which settlement was effective January 1, 2016. Insupported or not opposed by Commission Trial Staff and all active parties. The settlement was approved on October 29, 2019.
Sea Robin Pipeline Company filed a Section 4 rate case on November 30, 2018.  A procedural schedule was ordered with a hearing date in the 4th quarter of 2019.  Sea Robin Pipeline Company has reached a settlement of this proceeding, with a settlement filed July 22, 2019. The settlement was approved by the FERC by order dated October 17, 2019.
Even without action on the 2017 Tax Law NOI or as contemplated in the Final Rule, the FERC or our shippers may challenge the cost of service rates we charge. The FERC’s establishment of a just and reasonable rate is based on many components, and tax-related changes will affect two such components, the allowance for income taxes and the amount for accumulated deferred income taxes, while other pipeline costs also will continue to affect the FERC’s determination of just and reasonable cost of service rates. Although changes in these two tax related components may decrease, other components in the cost of service rate calculation may increase and result in a newly calculated cost of service rate that is the same as or greater than the prior cost of service rate. Moreover, we receive revenues from our pipelines based on a variety of rate structures, including cost of service rates, negotiated rates, discounted rates and market-based rates. Many of our interstate pipelines, such as ETC Tiger Pipeline, LLC, MEP and FEP, have negotiated market rates that were agreed to by customers in connection with this transaction,long-term contracts entered into to support the Partnership deconsolidatedconstruction of the legacy Sunoco, Inc. retail business, including goodwillpipelines. Other systems, such as FGT, Transwestern and Panhandle, have a mix of $1.29 billiontariff rate, discount rate, and intangible assetsnegotiated rate agreements. We do not expect market-based rates, negotiated rates or discounted rates that are not tied to the cost of $294 million.service rates to be affected by the Revised Policy Statement or any final regulations that may result from the March 15, 2018 proposals. The resultsrevenues we receive from natural gas transportation services we provide pursuant to cost of Sunoco, LLCservice based rates may decrease in the future as a result of the ultimate outcome of the NOI, the Final Rule, 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 saleRevised Policy Statement, combined with the reduced corporate federal income tax rate established in the Partnership’s consolidated financial statements.Tax Act. The extent of any revenue reduction related to our cost of service rates, if any, will depend on a detailed review of all of ETO’s cost of service components and the outcomes of any challenges to our rates by the FERC or our shippers.
Pipeline Certification
The FERC issued a Notice of Inquiry on April 19, 2018 (“Pipeline Certification NOI”), thereby initiating a review of its policies on certification of natural gas pipelines, including an examination of its long-standing Policy Statement on Certification of New Interstate Natural Gas Pipeline Facilities, issued in 1999, that is used to determine whether to grant certificates for new pipeline projects. We are unable to predict what, if any, changes may be proposed as a result of the Pipeline Certification NOI that will affect our natural gas pipeline business or when such proposals, if any, might become effective. Comments in response to the Pipeline Certification NOI were due on or before July 25, 2018. We do not expect that any change in this policy would affect us in a materially different manner than any other natural gas pipeline company operating in the United States.

Interstate Common Carrier Regulation
The FERC utilizes 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, or PPI. The indexing methodology is applicable to existing rates, with the exclusion of market-based rates. The FERC’s indexing methodology is subject to review every five years. During the five-year period commencing July 1, 2016 and ending June 30, 2021, common carriers charging indexed rates are permitted to adjust their indexed ceilings annually by PPI plus 1.23 percent. Many existing pipelines utilize the FERC liquids index to change transportation rates annually every July 1. With respect to liquids and refined products pipelines subject to FERC jurisdiction, the Revised Policy Statement requires the pipeline to reflect the impacts to its cost of service from the Revised Policy Statement and the Tax Act on Page 700 of FERC Form No. 6. This information will be used by the FERC in its next five year review of the liquids pipeline index to generate the index level to be effective July 1, 2021, thereby including the effect of the Revised Policy Statement and the Tax Act in the determination of indexed rates prospectively, effective July 1, 2021. The FERC’s establishment of a just and reasonable rate, including the determination of the appropriate liquids pipeline index, is based on many components, and tax related changes will affect two such components, the allowance for income taxes and the amount for accumulated deferred income taxes, while other pipeline costs also will continue to affect the FERC’s determination of the appropriate pipeline index. Accordingly, depending on the FERC’s application of its indexing rate methodology for the next five year term of index rates, the Revised Policy Statement and tax effects related to the Tax Act may impact our revenues associated with any transportation services we may provide pursuant to cost of service based rates in the future, including indexed rates.
Trends and Outlook
We continue to evaluate and execute strategies to enhance unitholder value through growth, as well as the integration and optimization of our diversified asset portfolio. We intend to target a minimum distribution coverage ratio of 1.50x, thereby promoting a prudent balance between distribution rates and enhanced financial flexibility and strength while maintaining our investment grade ratings. We anticipate continued earnings growth in 2020 from the recently completed projects, as well as our current project backlog. We also continue to seek asset optimization opportunities through strategic transactions among us and our subsidiaries and/or affiliates, and we expect to continue to evaluate and execute on such opportunities. As we have in the past, we will evaluate growth projects and acquisitions as such opportunities may be identified in the future, and we believe that the current capital markets are conducive to funding such future projects.
With respect to commodity prices, natural gas prices have remained comparatively low in recent months as associated gas from shale oil resources has provided additional supply to the market, increasing domestic supply to highs above 100 Bcf/d. Global oil and natural gas demand growth is likely to continue into the foreseeable future and will support U.S. production increases and, in turn U.S. natural gas export projects to Mexico as well as LNG exports.
For crude oil, new pipelines that came online during 2019 have resulted in Permian barrels now pricing closer to other regional hubs, which is a departure from the substantial discounts seen a year ago. These pipelines have enabled Permian producers to realize higher crude oil revenues, supporting continued growth in the region. Crude oil exports from the U.S. are continuing to increase as a result, providing additional opportunity for U.S. midstream sector growth.
Results of Operations
We report Segment Adjusted EBITDA and consolidated Adjusted EBITDA as a measuremeasures of segment performance. We define Segment Adjusted EBITDA and consolidated Adjusted EBITDA as total Partnership 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, inventory valuation adjustments, 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 reflectsand consolidated Adjusted EBITDA reflect amounts for unconsolidated affiliates based on the Partnership’s proportionate ownership.same recognition and measurement methods used to record equity in earnings of unconsolidated affiliates. Adjusted EBITDA related to unconsolidated affiliates excludes the same items with respect to the unconsolidated affiliate as those excluded from the calculation of Segment Adjusted EBITDA and consolidated Adjusted EBITDA, such as interest, taxes, depreciation, depletion, amortization and other non-cash items. Although these amounts are excluded from Adjusted EBITDA related to unconsolidated affiliates, such exclusion should not be understood to imply that we have control over the operations and resulting revenues and expenses of such affiliates. We do not control our unconsolidated affiliates; therefore, we do not control the earnings or cash flows of such affiliates.  The use of Segment Adjusted EBITDA or Adjusted EBITDA related to unconsolidated affiliates as an analytical tool should be limited accordingly.
When presented on a consolidated basis,Segment Adjusted EBITDA, as reported for each segment in the table below, is analyzed for each segment in the section titled “Segment Operating Results.” Adjusted EBITDA is a non-GAAP measure. Although we include Segment Adjusted EBITDA in this report, we have not included an analysismeasure used by industry analysts, investors, lenders and rating agencies to assess the financial performance and the operating results of the consolidated measure, Adjusted EBITDA. We have includedPartnership’s fundamental business activities and

should not be considered in isolation or as a total of Segment Adjusted EBITDAsubstitution for all segments, which is reconciled to the GAAP measure of net income, in the consolidated results sections that follow.income from operations, cash flows from operating activities or other GAAP measures.
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, 20162019 Compared to the Year Ended December 31, 20152018
Consolidated Results
Years Ended December 31,  Years Ended December 31,  
2016 2015 Change2019 2018 Change
Segment Adjusted EBITDA:          
Investment in ETP$5,605
 $5,714
 $(109)
Intrastate transportation and storage$999
 $927
 $72
Interstate transportation and storage1,792
 1,680
 112
Midstream1,602
 1,627
 (25)
NGL and refined products transportation and services2,666
 1,979
 687
Crude oil transportation and services2,972
 2,330
 642
Investment in Sunoco LP665
 719
 (54)665
 638
 27
Investment in Lake Charles LNG179
 196
 (17)
Corporate and other(170) (104) (66)
Adjustments and eliminations(272) (590) 318
Total6,007
 5,935
 72
Investment in USAC420
 289
 131
All other98
 40
 58
Total Segment Adjusted EBITDA11,214
 9,510
 1,704
Depreciation, depletion and amortization(2,359) (2,079) (280)(3,147) (2,859) (288)
Interest expense, net of interest capitalized(1,832) (1,643) (189)(2,331) (2,055) (276)
Gains on acquisitions83
 —
 83
Impairment losses(1,487) (339) (1,148)(74) (431) 357
Losses on interest rate derivatives(12) (18) 6
Gains (losses) on interest rate derivatives(241) 47
 (288)
Non-cash compensation expense(70) (91) 21
(113) (105) (8)
Unrealized losses on commodity risk management activities(136) (65) (71)(5) (11) 6
Inventory valuation adjustments273
 (249) 522
79
 (85) 164
Losses on extinguishments of debt—
 (43) 43
(18) (112) 94
Impairment of investment in affiliate(308) —
 (308)
Adjusted EBITDA related to unconsolidated affiliates(675) (713) 38
(626) (655) 29
Equity in earnings of unconsolidated affiliates270
 276
 (6)302
 344
 (42)
Adjusted EBITDA related to discontinued operations—
 25
 (25)
Other, net70
 22
 48
54
 21
 33
Income before income tax benefit(176) 993
 (1,169)
Income tax benefit(217) (100) (117)
Income from continuing operations before income tax expense5,094
 3,634
 1,460
Income tax expense from continuing operations(195) (4) (191)
Income from continuing operations4,899
 3,630
 1,269
Loss from discontinued operations, net of income taxes—
 (265) 265
Net income$41
 $1,093
 $(1,052)$4,899
 $3,365
 $1,534
SeeAdjusted EBITDA (consolidated). For the detailedyear ended December 31, 2019 compared to the prior year, Adjusted EBITDA increased approximately $1.7 billion, or 18%. The increase was primarily due to the impact of multiple revenue-generating assets being placed in service and recent acquisitions, as well as increased demand for services on existing assets. The impact of new assets and acquisitions was approximately $784 million, of which the largest increases were from increased volumes to our Mariner East pipeline and terminal assets due to the addition of pipeline capacity in the fourth quarter of 2018 (a $274 million impact to the NGL and refined products transportation and services segment), the commissioning of our fifth and sixth fractionators (a $131 million impact to the NGL and refined products transportation and services segment), the ramp up of volumes on our Bayou Bridge system due to placing phase II in service in the second quarter of 2019 (a $60 million impact to our crude oil transportation and services segment), the Rover pipeline (a $78 million impact to the interstate transportation and storage segment), the addition of gas processing capacity to our Arrowhead gas plant (a $31 million impact to our midstream segment), placing our Permian Express 4 pipeline in service in October 2019 (a $26 million impact to our crude oil transportation and services segment) and the acquisition of USAC (a net impact of $131 million among the investment in USAC and all other segments). The remainder of the increase in Adjusted EBITDA was primarily due to stronger demand on existing assets, particularly due to increased throughput on our Bakken Pipeline system as well as increased production in the Permian, which impacted multiple segments. Additional discussion of these

and other factors affecting Adjusted EBITDA is included in the analysis of Segment Adjusted EBITDA in the Segment“Segment Operating ResultsResults” section below.
Depreciation, Depletion and Amortization.Depreciation, depletion and amortization expense increased primarily due to additional depreciation and amortization from assets recently placed in service.service and recent acquisitions.
Interest Expense, Net of Interest Capitalized.Interest expense, net of interest capitalized, increased primarily due to the following:
an increase of $101$198 million of expense recognized by the Partnership (excluding Sunoco LP and USAC, which are discussed below) primarily due to increased term loanincreases in ETO’s long-term debt;
an increase of $49 million recognized by USAC primarily attributable to higher overall debt balances and higher interest rates on borrowings under the issuance of senior notes and an increasecredit agreement. These increases were partially offset by the decrease 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;agreement; and
an increase of $53$29 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 issuancesan increase in total long-term debt; offset by ETP and its consolidated subsidiaries.
Impairment Losses. In 2016, ETP recordedLosses. During the year ended December 31, 2019, the Partnership recognized goodwill impairments of $638$12 million related to itsthe Southwest Gas operations within the interstate transportation and storage operationssegment and $32$9 million related to itsour North Central operations within the midstream operations. These goodwill impairmentssegment, both of which 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 fromflows. Also during 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,year ended December 31, 2019, Sunoco LP recordedrecognized a $47 million write-down on assets held for sale related to its ethanol plant in Fulton, New York, and USAC recognized a $6 million fixed asset impairment related to certain idle compressor assets.
During the year ended December 31, 2018, the Partnership recognized goodwill impairments of $378 million and asset impairments of $4 million related to our midstream operations and asset impairments of $9 million related to idle leased assets in our crude operations. Sunoco LP recognized a $30 million indefinite-lived 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 intangiblecontractual rights. USAC recognized a $9 million fixed asset was originally recorded. In 2015, ETP recorded impairments of (i) $99 millionimpairment related to Transwestern due primarily to the market declinescertain idle compressor assets. Additional discussion on these impairments is included in current“Estimates 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.Critical Accounting Policies” below.
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(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 20152019 resulted from decreasesa decrease in forward interest rates which caused our forward-starting swaps to decreaseand gains in value.2018 resulted from an increase in forward interest rates.
Unrealized LossesGains (Losses) on Commodity Risk Management Activities.  See discussion of theThe unrealized gains (losses)and losses on our commodity risk management activities include changes in fair value of commodity derivatives and the hedged inventory included in designated fair value hedging relationships.  Information on the discussion ofunrealized gains and losses within each segment results below.are included in “Segment Operating Results” below, and additional information on the commodity-related derivatives, including notional volumes, maturities and fair values, is available in “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” and in Note 13 to our consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data.”
Inventory Valuation Adjustments.Inventory valuation reserve adjustments were recorded for the inventory associated with Sunoco LP and Sunoco Logistics as a result of commodity priceprimarily driven by changes in fuel prices between periods.
Losses on Extinguishments of Debt. Amounts were related to Sunoco LP’s senior note and term loan redemption in January 2018.
Adjusted EBITDA Related to Unconsolidated AffiliatesandEquity in Earnings of Unconsolidated Affiliates. See additional information in “Supplemental Information on Unconsolidated Affiliates” and “Segment Operation Results” below.
ImpairmentAdjusted EBITDA Related to Discontinued Operations. Amounts were related to the operations of InvestmentSunoco LP’s retail business that were disposed of 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.January 2018.
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.Expense. For the year ended December 31, 20162019 compared to the same period in the prior year, income tax expense increased due to an increase in income before tax expense at our corporate subsidiaries and the recognition of a favorable state tax rate change in the prior period.

Supplemental Information on Unconsolidated Affiliates
The following table presents financial information related to unconsolidated affiliates:
 Years Ended December 31,  
 2019 2018 Change
Equity in earnings of unconsolidated affiliates:     
Citrus$148
 $141
 $7
FEP59
 55
 4
MEP15
 31
 (16)
Other80
 117
 (37)
Total equity in earnings of unconsolidated affiliates$302
 $344
 $(42)
      
Adjusted EBITDA related to unconsolidated affiliates(1):
     
Citrus$342
 $337
 $5
FEP75
 74
 1
MEP60
 81
 (21)
Other149
 163
 (14)
Total Adjusted EBITDA related to unconsolidated affiliates$626
 $655
 $(29)
      
Distributions received from unconsolidated affiliates:     
Citrus$178
 $171
 $7
FEP73
 68
 5
MEP36
 48
 (12)
Other101
 110
 (9)
Total distributions received from unconsolidated affiliates$388
 $397
 $(9)
(1)
These amounts represent our proportionate share of the Adjusted EBITDA of our unconsolidated affiliates and are based on our equity in earnings or losses of our unconsolidated affiliates adjusted for our proportionate share of the unconsolidated affiliates’ interest, depreciation, depletion, amortization, non-cash items and taxes.
Segment Operating Results
We evaluate segment performance based on Segment Adjusted EBITDA, which we believe is an important performance measure of the core profitability of our operations. This measure represents the basis of our internal financial reporting and is one of the performance measures used by senior management in deciding how to allocate capital resources among business segments.
The tables below identify the components of Segment Adjusted EBITDA, which is calculated as follows:
•
Segment margin, operating expenses, and selling, general and administrative expenses. These amounts represent the amounts included in our consolidated financial statements that are attributable to each segment.
•
Unrealized gains or losses on commodity risk management activities and inventory valuation adjustments. These are the unrealized amounts that are included in cost of products sold to calculate segment margin. These amounts are not included in Segment Adjusted EBITDA; therefore, the unrealized losses are added back and the unrealized gains are subtracted to calculate the segment measure.
•
Non-cash compensation expense. These amounts represent the total non-cash compensation recorded in operating expenses and selling, general and administrative expenses. This expense is not included in Segment Adjusted EBITDA and therefore is added back to calculate the segment measure.
•
Adjusted EBITDA related to unconsolidated affiliates. Adjusted EBITDA related to unconsolidated affiliates excludes the same items with respect to the unconsolidated affiliate as those excluded from the calculation of Segment Adjusted EBITDA, such as interest, taxes, depreciation, depletion, amortization and other non-cash items. Although these amounts are excluded from Adjusted EBITDA related to unconsolidated affiliates, such exclusion should not be understood to imply that we have

control over the operations and resulting revenues and expenses of such affiliates. We do not control our unconsolidated affiliates; therefore, we do not control the earnings or cash flows of such affiliates.
In the following analysis of segment operating results, a measure of segment margin is reported for segments with sales revenues. Segment margin is a non-GAAP financial measure and is presented herein to assist in the analysis of segment operating results and particularly to facilitate an understanding of the impacts that changes in sales revenues have on the segment performance measure of Segment Adjusted EBITDA. Segment margin is similar to the GAAP measure of gross margin, except that segment margin excludes charges for depreciation, depletion and amortization. Among the GAAP measures reported by the Partnership, the most directly comparable measure to segment margin is Segment Adjusted EBITDA; a reconciliation of segment margin to Segment Adjusted EBITDA is included in the following tables for each segment where segment margin is presented.
In addition, for certain segments, the sections below include information on the components of segment margin by sales type, which components are included in order to provide additional disaggregated information to facilitate the analysis of segment margin and Segment Adjusted EBITDA. For example, these components include transportation margin, storage margin, and other margin. These components of segment margin are calculated consistent with the calculation of segment margin; therefore, these components also exclude charges for depreciation, depletion and amortization.
For additional information regarding our business segments, see “Item 1. Business” and Notes 1 and 16 to our consolidated financial statements in “Item 8. Financial Statements and Supplementary Data.”
Segment Operating Results
Intrastate Transportation and Storage
 Years Ended December 31,  
 2019 2018 Change
Natural gas transported (BBtu/d)12,442
 10,873
 1,569
Revenues$3,099
 $3,737
 $(638)
Cost of products sold1,909
 2,665
 (756)
Segment margin1,190
 1,072
 118
Unrealized losses on commodity risk management activities2
 38
 (36)
Operating expenses, excluding non-cash compensation expense(190) (189) (1)
Selling, general and administrative expenses, excluding non-cash compensation expense(29) (27) (2)
Adjusted EBITDA related to unconsolidated affiliates25
 32
 (7)
Other1
 1
 —
Segment Adjusted EBITDA$999
 $927
 $72
Volumes.  For the year ended December 31, 2019 compared to the prior year, transported volumes increased primarily due to the impact of reflecting RIGS as a consolidated subsidiary beginning April 2018 and the impact of the Red Bluff Express pipeline coming online in May 2018, as well as the impact of favorable market pricing spreads.
Segment Margin.  The components of our intrastate transportation and storage segment margin were as follows:
 Years Ended December 31,  
 2019 2018 Change
Transportation fees$614
 $525
 $89
Natural gas sales and other (excluding unrealized gains and losses)505
 510
 (5)
Retained fuel revenues (excluding unrealized gains and losses)50
 59
 (9)
Storage margin, including fees (excluding unrealized gains and losses)23
 16
 7
Unrealized losses on commodity risk management activities(2) (38) 36
Total segment margin$1,190
 $1,072
 $118

Segment Adjusted EBITDA. For the year ended December 31, 2019 compared to the prior year, Segment Adjusted EBITDA related to our intrastate transportation and storage segment increased due to the Investment in ETP decreasednet impacts of the following:
•
an increase of $64 million in transportation fees, excluding the impact of consolidating RIGS beginning April 2018 as discussed below, primarily due to the Red Bluff Express pipeline coming online in May 2018, as well as new contracts;
•
a net increase of $11 million primarily due to the consolidation of RIGS beginning April 2018, resulting in increases in transportation fees, retained fuel revenues and operating expenses of $24 million, $2 million and $6 million, respectively, partially offset by a decrease in Adjusted EBITDA related to unconsolidated affiliates of $9 million; and
•
an increase of $7 million in realized storage margin primarily due to a realized adjustment to the Bammel storage inventory of $25 million in 2018 and higher storage fees, partially offset by a $20 million decrease due to lower physical withdrawals; partially offset by
•
a decrease of $9 million in retained fuel revenues primarily due to lower gas prices; and
•
a decrease of $5 million in realized natural gas sales and other due to lower realized gains from pipeline optimization activity.
Interstate Transportation and Storage
 Years Ended December 31,  
 2019 2018 Change
Natural gas transported (BBtu/d)11,346
 9,542
 1,804
Natural gas sold (BBtu/d)17
 17
 —
Revenues$1,963
 $1,682
 $281
Operating expenses, excluding non-cash compensation, amortization and accretion expenses(569) (431) (138)
Selling, general and administrative expenses, excluding non-cash compensation, amortization and accretion expenses(72) (63) (9)
Adjusted EBITDA related to unconsolidated affiliates477
 492
 (15)
Other(7) —
 (7)
Segment Adjusted EBITDA$1,792
 $1,680
 $112
Volumes. For the year ended December 31, 2019 compared to the prior year, transported volumes increased as a result of the following:
a decreaseaddition of $341 million in ETP’s all other operations caused by deconsolidationnew contracted volumes for delivery out of the retail marketing operationsHaynesville Shale, higher volumes on our Rover pipeline as a result of the dropdownfull year availability of new supply connections, and higher throughput on Trunkline and Panhandle due to increased utilization of higher contracted capacity.
Segment Adjusted EBITDA. For the year ended December 31, 2019 compared to the prior year, Segment Adjusted EBITDA related to our interstate transportation and storage segment increased due to the net impacts of the following:
an increase in margin of $231 million from ETPthe Rover pipeline due to Sunoco LP;higher reservation and usage resulting from additional connections and utilization of additional compression;
an increase of $40 million in reservation and usage fees due to improved market conditions allowing us to successfully bring new volumes to the system at improved rates, primarily on our Transwestern, Tiger and Panhandle Eastern systems; and
an increase of $6 million from the Sea Robin pipeline due to higher rates resulting from the rate case filed in June 2019, as well as fewer third party supply interruptions on the Sea Robin system; partially offset by
an increase of $138 million in operating expense primarily due to an increase in ad valorem taxes of $126 million on the Rover pipeline system resulting from placing the final portions of this asset into service in November 2018, an increase of $24 million in transportation expense on Rover due to an increase in transportation volumes, an increase of $5 million in allocated overhead costs and additional operating expense of $4 million for assets acquired in June 2019, partially offset by lower gas imbalance and system gas activity of $15 million and lower storage capacity leased on the Panhandle Eastern system of $8 million;
•
an increase of $9 million in selling, general and administrative expenses primarily due to an increase in insurance expense of $8 million, an increase in employee cost of $4 million, and an increase in allocated overhead costs of $3 million, partially offset by lower Ohio excise tax on our Rover system; and

a decrease of $104$15 million in ETP’s midstream operationsadjusted EBITDA related to unconsolidated affiliates primarily resulting from a $20 million decrease due to decreaseslower earnings from MEP as a result of lower capacity being re-contracted at lower rates on expiring contracts, partially offset by a $5 million increase from our Citrus joint venture as we brought new volumes to the system in 2019.
Midstream
 Years Ended December 31,  
 2019 2018 Change
Gathered volumes (BBtu/d)13,460
 12,126
 1,334
NGLs produced (MBbls/d)571
 540
 31
Equity NGLs (MBbls/d)31
 29
 2
Revenues$6,031
 $7,522
 $(1,491)
Cost of products sold3,577
 5,145
 (1,568)
Segment margin2,454
 2,377
 77
Operating expenses, excluding non-cash compensation expense(791) (705) (86)
Selling, general and administrative expenses, excluding non-cash compensation expense(90) (81) (9)
Adjusted EBITDA related to unconsolidated affiliates27
 33
 (6)
Other2
 3
 (1)
Segment Adjusted EBITDA$1,602
 $1,627
 $(25)
Volumes. For the year ended December 31, 2019 compared to the prior year, gathered volumes increased primarily due to declinesincreases in the Northeast, Permian, Ark-La-Tex, South Texas and North Texas regions. NGL production increased due to increases in the Permian and North Texas regions partially offset by ethane rejection in the South Texas region.
Segment Margin.  The table below presents the components of our midstream segment margin. For the year ended December 31, 2018, the amounts previously reported for fee-based and non-fee-based margin have been adjusted to reflect reclassification of certain contractual minimum fees from fee-based margin to non-fee-based margin in order to conform to the current period classification.
 Years Ended December 31,  
 2019 2018 Change
Gathering and processing fee-based revenues$2,002
 $1,788
 $214
Non-fee based contracts and processing452
 589
 (137)
Total segment margin$2,454
 $2,377
 $77
Segment Adjusted EBITDA. For the year ended December 31, 2019 compared to the prior year, Segment Adjusted EBITDA related to our midstream segment decreased due to the net impacts of the following:
•
a decrease of $137 million in non fee-based margin due to lower NGL prices of $131 million and lower gas prices of $58 million, offset by an increase of $52 million in non fee-based margin due to increased throughput volume in North Texas, South Texas and Permian regions;
an increase of $86 million in operating expenses due to increases of $33 million in outside services, $29 million in maintenance project costs, $17 million in employee costs and $6 million in office expenses and materials; and
an increase of $9 million in selling, general and administrative expenses primarily due to a decrease of $5 million in capitalized overhead and an increase of $4 million in insurance expense; partially offset by
an increase of $214 million in fee-based margin due to volume growth in the Northeast, Permian, Ark-La-Tex, North Texas and Mid-Continent/Panhandle regions, partially offset by increasesSouth Texas regions.


NGL and Refined Products Transportation and Services
 Years Ended December 31,  
 2019 2018 Change
NGL transportation volumes (MBbls/d)1,289
 1,027
 262
Refined products transportation volumes (MBbls/d)583
 621
 (38)
NGL and refined products terminal volumes (MBbls/d)944
 812
 132
NGL fractionation volumes (MBbls/d)706
 527
 179
Revenues$11,641
 $11,123
 $518
Cost of products sold8,393
 8,462
 (69)
Segment margin3,248
 2,661
 587
Unrealized (gains) losses on commodity risk management activities81
 (86) 167
Operating expenses, excluding non-cash compensation expense(656) (604) (52)
Selling, general and administrative expenses, excluding non-cash compensation expense(93) (74) (19)
Adjusted EBITDA related to unconsolidated affiliates86
 82
 4
Segment Adjusted EBITDA$2,666
 $1,979
 $687
Volumes. For the year ended December 31, 2019 compared to the prior year, throughput barrels on our Texas NGL pipeline system increased due to higher receipt of liquids production from both wholly-owned and third-party gas plants primarily in the Permian region and North Texas regions. In addition, NGL transportation volumes on our Northeast assets increased due to the impactinitiation 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 restructuringservice on the TigerMariner East 2 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 asystem.
Refined products 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/ddecreased for the year ended December 31, 20162019 compared to prior year due to the closure of a third party refinery during the third quarter of 2019, negatively impacting supply to our refined products transportation system. These decreases in volumes are partially offset by the initiation of service on the JC Nolan Pipeline in the third quarter of 2019.
NGL and refined products terminal volumes increased for the year ended December 31, 2019 compared to the prior year primarily due to the ramp-upinitiation of service on our Mariner East 2 pipeline system which commenced operations in the third 100,000 Bbls/d fractionatorfourth quarter of 2018.
Average volumes fractionated at our Mont Belvieu, Texas fractionation facility increased for the year ended December 31, 2019 compared to the prior year primarily due to the commissioning of our fifth and sixth fractionators in July 2018 and February 2019, respectively.
Segment Margin. The components of our NGL and refined products transportation and services segment margin were as follows:
 Years Ended December 31,  
 2019 2018 Change
Fractionators and refinery services margin$664
 $511
 $153
Transportation margin1,716
 1,233
 483
Storage margin223
 211
 12
Terminal Services margin630
 494
 136
Marketing margin96
 126
 (30)
Unrealized gains (losses) on commodity risk management activities(81) 86
 (167)
Total segment margin$3,248
 $2,661
 $587
Segment Adjusted EBITDA. For the year ended December 31, 2019 compared to the prior year, Segment Adjusted EBITDA related to our NGL and refined products transportation and services segment increased due to the net impacts of the following:
an increase of $483 million in transportation margin primarily due to a $265 million increase resulting from the initiation of service on our Mariner East 2 pipeline in the fourth quarter of 2018, a $212 million increase resulting from higher throughput volumes received from the Permian region on our Texas NGL pipelines, a $29 million increase due to higher throughput volumes from the Barnett region, a $9 million increase from the Eagle Ford region, and a $9 million increase due to the

initiation of service on the JC Nolan Pipeline. These increases were partially offset by a $21 million decrease resulting from Mariner East 1 pipeline downtime, a $13 million decrease due to the closure of a third-party refinery during the third quarter of 2019, negatively impacting refined product supply to our system, and a $5 million decrease due to the timing of deficiency fees on Mariner West;
an increase of $153 million in fractionation and refinery services margin primarily due to a $167 million increase resulting from the commissioning of our fifth and sixth fractionators in July 2018 and February 2019, respectively, and higher NGL volumes from the Permian region feeding our Mont Belvieu fractionation facility. This increase was partially offset by a reclassification between our fractionation and storage margins;
an increase of $136 million in terminal services margin primarily due to a $171 million increase from the initiation of service of our Mariner East 2 pipeline which was commissionedcommenced operations in late December 2015,the fourth quarter of 2018 and a $7 million increase due to increased tank lease revenue from third-party customers. These increases were partially offset by a $16 million decrease in volumes and expense reimbursements from third parties on Mariner East 1, a $16 million decrease due to lower volumes from third party pipeline, truck and rail deliveries into our Marcus Hook terminal, a $5 million decrease due to fewer vessels exported out of our Nederland terminal, and a $4 million decrease due to the closure of a third party refinery during the third quarter of 2019; and
an increase of $12 million in storage margin primarily due to a reclassification between our storage and fractionation margins; partially offset by
a decrease of $30 million in marketing margin primarily due to capacity lease fees incurred by our marketing affiliate on our Mariner East 2 pipeline, offset by increased gains from our butane blending business due to more favorable market conditions and increased volumes, 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/doptimization gains from the sale of throughput volume for the year;
NGL component products at our Mont Belvieu facility;
an increase of $80$52 million from ETP’s investment in Sunoco Logistics,operating expenses primarily due to a $26 million increase in employee and ad valorem tax expenses on our terminals, fractionation, and transportation operations, a $14 million increase in utility costs to operate our pipelines and our fifth and sixth fractionators which commenced July 2018 and February 2019, respectively, and an $8 million 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 comparedmaintenance project costs due to the prior year;timing of multiple projects on our transportation assets; and
an increase of $70$19 million from ETP’s intrastatein general and administrative expenses primarily due to a $10 million increase in allocated overhead costs, a $5 million increase in insurance expenses, a $4 million increase in legal fees, and a $2 million increase in employee costs.
Crude Oil Transportation and Services
 Years Ended December 31,  
 2019 2018 Change
Crude transportation volumes (MBbls/d)4,662
 4,172
 490
Crude terminals volumes (MBbls/d)2,068
 2,096
 (28)
Revenue$18,447
 $17,332
 $1,115
Cost of products sold14,758
 14,439
 319
Segment margin3,689
 2,893
 796
Unrealized (gains) losses on commodity risk management activities(69) 55
 (124)
Operating expenses, excluding non-cash compensation expense(570) (547) (23)
Selling, general and administrative expenses, excluding non-cash compensation expense(85) (86) 1
Adjusted EBITDA related to unconsolidated affiliates8
 15
 (7)
Other(1) —
 (1)
Segment Adjusted EBITDA$2,972
 $2,330
 $642
Segment Adjusted EBITDA. For the year ended December 31, 2019 compared to the prior year, Segment Adjusted EBITDA related to our crude oil transportation and storage operations, caused by services segment increased due to the net impacts of the following:
an increase of $20$672 million in grosssegment 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(excluding unrealized gains and losses on commodity risk management activitiesactivities) primarily due to a $282 million increase resulting from higher throughput on our Texas crude pipeline system primarily due to increased production from the Permian region and contributions from capacity expansion projects placed into service, a $219 million increase in throughput on our Bakken pipeline, a favorable inventory valuation adjustment of

$111 million for 2016the 2019 year as compared to 2015an unfavorable inventory adjustment of $54 million for the 2018 year, partially offset by a $50 million reduction due to lower pipeline basis spreads net of hedges. We also realized a $66 million increase from higher volumes on our Bayou Bridge Pipeline, a $31 million increase due to the inclusion of assets acquired in 2019, and a $26 million increase primarily from higher throughput, ship loading and tank rental fees at our Nederland terminal; partially offset by a $54 million decrease from our Oklahoma assets resulting from lower volumes to the system as well as from the timing of a deficiency payment made in the prior year, $12 million decrease due to the closure of a third party refinery which was the primary customer utilizing one of our northeast crude terminals. The remainder of the offsetting decrease was primarily attributable to natural gas storage inventorya change in the presentation of certain intrasegment transactions, which were eliminated in the current period presentation but were shown on a gross basis in revenues and related derivatives.operating expenses in the prior period; partially offset by
Operating Expenses, Excluding Non-Cash Compensation Expense. Operatingan increase of $23 million in operating expenses relatedprimarily due to ETP’s all other operations decreaseda $30 million increase in throughput-related costs on existing assets and a $10 million increase due to the inclusion of expenses acquired in 2019, partially offset by $817a $14 million primarilydecrease in management fees as well as the impact of certain intrasegment transactions discussed above;
a resultdecrease 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$7 million primarily resulting from lower transaction-related expenses.

Adjusted EBITDA Related to Unconsolidated Affiliates. ETP’sin 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.due to lower margin from jet fuel sales by our joint ventures.
Investment in Sunoco LP
Years Ended December 31,  Years Ended December 31,  
2016 2015 Change2019 2018 Change
Revenues$15,698
 $18,460
 $(2,762)$16,596
 $16,994
 $(398)
Cost of products sold13,479
 16,476
 (2,997)15,380
 15,872
 (492)
Gross margin2,219
 1,984
 235
Unrealized losses on commodity risk management activities5
 2
 3
Segment margin1,216
 1,122
 94
Unrealized (gains) losses on commodity risk management activities(5) 6
 (11)
Operating expenses, excluding non-cash compensation expense(1,199) (1,155) (44)(365) (435) 70
Selling, general and administrative, excluding non-cash compensation expense(256) (209) (47)(123) (129) 6
Inventory fair value adjustments(104) 98
 (202)
Adjusted EBITDA related to unconsolidated affiliates4
 —
 4
Inventory valuation adjustments(79) 85
 (164)
Adjusted EBITDA from discontinued operations—
 (25) 25
Other, net—
 (1) 1
17
 14
 3
Segment Adjusted EBITDA$665
 $719
 $(54)$665
 $638
 $27
The Investment in Sunoco LP segment reflects the consolidated 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, 20162019 compared to the prior year, Segment Adjusted EBITDA related to the Investment in Sunoco LP decreased primarily as a resultsegment increased due to the net impacts of the following:
•
a decrease in operating costs of $76 million, primarily as a result of the conversion of 207 retail sites to commission agent sites during April 2018. These expenses include other operating expense, general and administrative expense and lease expense; and
•
an increase of $25 million related to Adjusted EBITDA from discontinued operations related to the divestment of 1,030 company-operated fuel sites to 7-Eleven in January 2018; and
•
an increase of $4 million in Adjusted EBITDA related to unconsolidated affiliates due to Sunoco LP’s investment in the JC Nolan joint venture; partially offset by
•
a decrease in the gross profit on motor fuel sales of $76 million (excluding the change in inventory fair value adjustments and unrealized gains and losses on commodity risk management activities) primarily due to lower fuel margins, a one-time benefit of approximately $25 million related to a cash settlement with a fuel supplier recorded in 2018 and an $8 million one-time charge related to a reserve for an open contractual dispute recorded in 2019, partially offset by an increase in gallons sold.

a change of $202 million

Investment in the fair value adjustment to inventory resulting from changes in fuels prices duringUSAC
 Years Ended December 31,  
 2019 2018 Change
Revenues$698
 $508
 $190
Cost of products sold91
 67
 24
Segment margin607
 441
 166
Operating expenses, excluding non-cash compensation expense(134) (110) (24)
Selling, general and administrative, excluding non-cash compensation expense(53) (50) (3)
Other, net—
 8
 (8)
Segment Adjusted EBITDA$420
 $289
 $131
Amounts reflected above for the year ended December 31, 2016;2019 represents the results of operations for USAC from April 2, 2018, the date ET obtained control of USAC, through December 31, 2019. Changes between periods are due to the consolidation of USAC beginning April 2, 2018.
All Other
 Years Ended December 31,  
 2019 2018 Change
Revenue$1,689
 $2,228
 $(539)
Cost of products sold1,504
 2,006
 (502)
Segment margin185
 222
 (37)
Unrealized gains on commodity risk management activities(4) (2) (2)
Operating expenses, excluding non-cash compensation expense(77) (56) (21)
Selling, general and administrative expenses, excluding non-cash compensation expense(66) (124) 58
Adjusted EBITDA related to unconsolidated affiliates2
 1
 1
Other and eliminations58
 (1) 59
Segment Adjusted EBITDA$98
 $40
 $58
Amounts reflected in our all other segment primarily include:
•
our natural gas marketing operations;
•
our wholly-owned natural gas compression operations;
a non-controlling interest in PES. Prior to PES’s reorganization in August 2018, ETO’s 33% interest in PES was reflected as an unconsolidated affiliate; subsequent the August 2018 reorganization, ETO holds an approximately 7.4% interest in PES and no longer reflects PES as an affiliate;
our investment in coal handling facilities; and
our Canadian operations, which were acquired in the SemGroup acquisition in December 2019 and include natural gas gathering and processing assets.
Segment Adjusted EBITDA. For the year ended December 31, 2019 compared to the prior year, Segment Adjusted EBITDA increased due to the net impact of the following:
an increase of $8 million in gains from park and loan and storage activity;
an increase of $11 million in optimized gains on residue gas sales;
an increase of $7 million from settled derivatives;
an increase of $15 million from a legal settlement;

an increase of $44$12 million in other operating expenses caused by expansion of Sunoco LP’s retail business which has expanded through third-party acquisitions as well as throughfrom payments related to 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; andPES bankruptcy;
an increase of $47$6 million from the recognition of deferred revenue related to a bankruptcy;
an increase of $3 million from power trading activities;
•
an increase of $3 million from the SemCAMS joint venture for the period subsequent to our acquisition of SemGroup on December 5, 2019, net of an increase in SemGroup corporate expenses; and
a decrease of $40 million in generalmerger 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 administrativeacquisition 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 increasecontribution of CDM to USAC in April 2018, subsequent to which CDM is reflected in the numberInvestment in USAC segment;
a decrease of retail sites, and an increase in rental and other gross profit of $17$8 million due to lower gas prices and increased other retail income, offset by power costs; and
a decrease in the gross profit on retail motor fuel of $24$11 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 itslower revenue from a contract with a non-affiliated gas marketer.our compressor equipment business.

Year Ended December 31, 20152018 Compared to the Year Ended December 31, 20142017
Consolidated Results
Years Ended December 31,  Years Ended December 31,  
2015 2014 Change2018 2017 Change
Segment Adjusted EBITDA:          
Investment in ETP$5,714
 $5,710
 $4
Intrastate transportation and storage$927
 $626
 $301
Interstate transportation and storage1,680
 1,274
 406
Midstream1,627
 1,481
 146
NGL and refined products transportation and services1,979
 1,641
 338
Crude oil transportation and services2,330
 1,379
 951
Investment in Sunoco LP719
 332
 387
638
 732
 (94)
Investment in Lake Charles LNG196
 195
 1
Corporate and other(104) (97) (7)
Adjustments and eliminations(590) (300) (290)
Investment in USAC289
 —
 289
All other40
 187
 (147)
Total5,935
 5,840
 95
9,510
 7,320
 2,190
Depreciation, depletion and amortization(2,079) (1,724) (355)(2,859) (2,554) (305)
Interest expense, net of interest capitalized(1,643) (1,369) (274)(2,055) (1,922) (133)
Gain on sale of AmeriGas common units—
 177
 (177)
Impairment losses(339) (370) 31
(431) (1,039) 608
Losses on interest rate derivatives(18) (157) 139
Gains (losses) on interest rate derivatives47
 (37) 84
Non-cash compensation expense(91) (82) (9)(105) (99) (6)
Unrealized gains (losses) on commodity risk management activities(65) 116
 (181)(11) 59
 (70)
Inventory valuation adjustments(249) (473) 224
(85) 24
 (109)
Losses on extinguishments of debt(43) (25) (18)(112) (89) (23)
Adjusted EBITDA related to discontinued operations—
 (27) 27
Adjusted EBITDA related to unconsolidated affiliates(713) (748) 35
(655) (716) 61
Equity in earnings of unconsolidated affiliates276
 332
 (56)344
 144
 200
Impairment of investments in unconsolidated affiliates—
 (313) 313
Adjusted EBITDA related to discontinued operations25
 (223) 248
Other, net22
 (73) 95
21
 155
 (134)
Income from continuing operations before income tax expense993
 1,417
 (424)
Income tax expense (benefit) from continuing operations(100) 357
 (457)
Income from continuing operations before income tax (expense) benefit3,634
 710
 2,924
Income tax (expense) benefit from continuing operations(4) 1,833
 (1,837)
Income from continuing operations1,093
 1,060
 33
3,630
 2,543
 1,087
Income from discontinued operations—
 64
 (64)
Loss from discontinued operations, net of income taxes(265) (177) (88)
Net income$1,093
 $1,124
 $(31)$3,365
 $2,366
 $999
SeeAdjusted EBITDA (consolidated). For the detailedyear ended December 31, 2018 compared to the prior year, Adjusted EBITDA increased approximately $2.2 billion, or 30%. The increase was primarily due to the impact of multiple revenue-generating assets being

placed in service and recent acquisitions, as well as increased demand for services on existing assets. The impact of new assets and acquisitions was approximately $1.2 billion, of which the largest increases were from the Bakken pipeline (a $546 million impact to the crude oil transportation and services segment), the Rover pipeline (a $359 million impact to the interstate transportation and storage segment) and the acquisition of USAC (a net impact of $191 million among the investment in USAC and all other segments). The remainder of the increase in Adjusted EBITDA was primarily due to stronger demand on existing assets, particularly due to increased production in the Permian, which impacted multiple segments. Additional discussion of these and other factors affecting Adjusted EBITDA is included in the analysis of Segment Adjusted EBITDA in the Segment“Segment Operating ResultsResults” section below.
Depreciation, Depletion and Amortization. Depreciation, depletion and amortization increased primarily as a result of acquisitionsdue to additional depreciation and growth projects, including an increase of $260 million primarily due toamortization from 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.service.
Interest Expense, Net of Interest Capitalized. Interest expense, net of interest capitalized, increased primarily due to the following:
an increase of $126$121 million recognized by ETO primarily related to ETP primarily due to ETP’s issuance ofan increase in long-term debt, including additional senior notes.note issuances and borrowings under our revolving credit facilities; and
an increase of $59$78 million due to the acquisition of expenseUSAC on April 2, 2018; partially offset by
a decrease of $65 million recognized by Sunoco LP primarily due to the recognitionrepayment in full of a partial period in 2014.its term loan and refinancing of its senior notes at lower rates.
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.Impairment Losses. During the year ended December 31, 2014, ETP sold 18.92018, the Partnership recognized goodwill impairments of $378 million and asset impairments of $4 million related to our midstream operations and asset impairments of $9 million related to our crude operations idle leased assets. Sunoco LP recognized a $30 million indefinite-lived intangible impairment related to its contractual rights. USAC recognized a $9 million fixed asset impairment related to certain idle compressor assets.
During 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 ofyear ended 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, ETP2017, the Partnership recorded goodwill impairments of (i) $99$223 million related to Transwestern due primarily to the market declines in current and expected future commodity prices in the fourth quarter of 2015, (ii) $106compression business, $229 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) $110Panhandle, $262 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 gatheringinterstate transportation and processingstorage segment and $79 million related to the NGL and refined products transportation and services segment. Sunoco LP recognized goodwill impairments of $387 million in 2017, of which $102 million was allocated to continuing operations. The declineIn addition, during the year ended December 31, 2017, the Partnership recorded an impairment to the property, plant and equipment of Sea Robin of $127 million. Additional discussion on these impairments is included in estimated fair value of that reporting unit was primarily driven by a significant decline in commodity prices in the fourth quarter of 2014,“Estimates and the resulting impact to future commodity prices as well as increases in future estimated operations and maintenance expenses.Critical Accounting Policies” below.
LossesGains (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. LossesGains (losses) on interest rate derivatives during the yearyears ended December 31, 20152018 and 20142017 resulted from decreasesan increase in forward interest rates in 2018 and a decrease in forward interest rates in 2017, which caused our forward-starting swaps to decreasechange 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 in between periods.
Adjusted EBITDA Related to Discontinued Operations. In 2014, amountsLosses on Extinguishments of Debt. Amounts were related to a marketing business that was sold effective April 1, 2014.Sunoco LP’s senior note and term loan redemption in January 2018.
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 Investments in Unconsolidated Affiliates. During the year ended December 31, 2017, the Partnership recorded impairments to its investments in FEP of $141 million and HPC of $172 million. Additional discussion on these impairments is included in “Estimates and Critical Accounting Policies” below.
Adjusted EBITDA Related to Discontinued Operations. Amounts were related to the operations of Sunoco LP’s retail business that were disposed of in January 2018.
Other, net. Other, net in 2015 and 2014 primarily includes amortization of regulatory assets and other income and expense amounts.
Income Tax Expense (Benefit)(Expense) Benefit.On December 22, 2017, the Tax Cuts and Jobs Act was signed into law. Among other provisions, the highest corporate federal income tax rate was reduced from Continuing Operations. Income35% to 21% for taxable years beginning after December 31, 2017. As a result, the Partnership recognized a deferred tax benefit of 1.81 billion in December 2017. For the year ended December

2018, the Partnership recorded an income tax expense is baseddue to pre-tax income at its corporate subsidiaries, partially offset by a statutory rate reduction.
Supplemental Information on the earnings of our taxable subsidiaries.Unconsolidated Affiliates
The following table presents financial information related to unconsolidated affiliates:
 Years Ended December 31,  
 2018 2017 Change
Equity in earnings (losses) of unconsolidated affiliates:     
Citrus$141
 $144
 $(3)
FEP55
 53
 2
MEP31
 38
 (7)
HPC (1)(2)
3
 (168) 171
Other114
 77
 37
Total equity in earnings of unconsolidated affiliates$344
 $144
 $200
      
Adjusted EBITDA related to unconsolidated affiliates(3):
     
Citrus$337
 $336
 $1
FEP74
 74
 —
MEP81
 88
 (7)
HPC (2)
9
 46
 (37)
Other154
 172
 (18)
Total Adjusted EBITDA related to unconsolidated affiliates$655
 $716
 $(61)
      
Distributions received from unconsolidated affiliates:     
Citrus$171
 $156
 $15
FEP68
 47
 21
MEP48
 114
 (66)
HPC (2)
—
 35
 (35)
Other110
 80
 30
Total distributions received from unconsolidated affiliates$397
 $432
 $(35)
(1)
The partnership previously owned a 49.99% interest in HPC, which owns RIGS. In April 2018, we acquired the remaining 50.01% interest in HPC. Prior to April 2018, HPC was reflected as an unconsolidated affiliate in our financial statements; beginning in April 2018, RIGS is reflected as a wholly-owned subsidiary in our financial statements.
(2)
For the year ended December 31, 2017, equity in earnings of unconsolidated affiliates includes the impact of non-cash impairments recorded by HPC, which reduced the Partnership’s equity in earnings by $185 million.
(3)
These amounts represent our proportionate share of the Adjusted EBITDA of our unconsolidated affiliates and are based on our equity in earnings or losses of our unconsolidated affiliates adjusted for our proportionate share of the unconsolidated affiliates’ interest, depreciation, depletion, amortization, non-cash items and taxes.

Segment Operating Results
Intrastate Transportation and Storage
 Years Ended December 31,  
 2018 2017 Change
Natural gas transported (BBtu/d)10,873
 8,427
 2,446
Revenues$3,737
 $3,083
 $654
Cost of products sold2,665
 2,327
 338
Segment margin1,072
 756
 316
Unrealized (gains) losses on commodity risk management activities38
 (5) 43
Operating expenses, excluding non-cash compensation expense(189) (168) (21)
Selling, general and administrative, excluding non-cash compensation expense(27) (22) (5)
Adjusted EBITDA related to unconsolidated affiliates32
 64
 (32)
Other1
 1
 —
Segment Adjusted EBITDA$927
 $626
 $301
Volumes.  For the year ended December 31, 2015,2018 compared to the Partnership’s income tax expense decreasedprior year, transported volumes increased primarily due to favorable market pricing spreads, as well as the impact of reflecting RIGS assets as a consolidated subsidiary beginning in April 2018.
Segment Margin.  The components of our intrastate transportation and storage segment margin were as follows:
 Years Ended December 31,  
 2018 2017 Change
Transportation fees$525
 $448
 $77
Natural gas sales and other (excluding unrealized gains and losses)510
 196
 314
Retained fuel revenues (excluding unrealized gains and losses)59
 58
 1
Storage margin, including fees (excluding unrealized gains and losses)16
 49
 (33)
Unrealized gains (losses) on commodity risk management activities(38) 5
 (43)
Total segment margin$1,072
 $756
 $316
Segment Adjusted EBITDA. For the year ended December 31, 2018 compared to the prior year, Segment Adjusted EBITDA related to our intrastate transportation and storage segment increased due to the net impacts of the following:
an increase of $314 million in realized natural gas sales and other due to higher realized gains from pipeline optimization activity;
a net increase of $14 million due to the consolidation of RIGS beginning in April 2018, resulting in increases in transportation fees, operating expenses, and selling, general and administrative expenses of $73 million, $16 million and $6 million, respectively, and a decrease of $37 million in Adjusted EBITDA related to unconsolidated affiliates; and
an increase of $4 million in transportation fees, excluding the impact of consolidating RIGS as discussed above, primarily due to new contracts and the impact of the Red Bluff Express pipeline coming online in May 2018; partially offset by
a decrease of $33 million in realized storage margin primarily due to an adjustment to the Bammel storage inventory, lower storage fees and lower realized derivative gains.

Interstate Transportation and Storage
 Years Ended December 31,  
 2018 2017 Change
Natural gas transported (BBtu/d)9,542
 6,058
 3,484
Natural gas sold (BBtu/d)17
 18
 (1)
Revenues$1,682
 $1,131
 $551
Operating expenses, excluding non-cash compensation, amortization and accretion expenses(431) (315) (116)
Selling, general and administrative, excluding non-cash compensation, amortization and accretion expenses(63) (41) (22)
Adjusted EBITDA related to unconsolidated affiliates492
 498
 (6)
Other—
 1
 (1)
Segment Adjusted EBITDA$1,680
 $1,274
 $406
Volumes. For the year ended December 31, 2018 compared to the prior year, transported volumes reflected increases of 1,919 BBtu/d as a result of the initiation of service on the Rover pipeline; increases of 572 BBtu/d and 439 BBtu/d on the Panhandle and Trunkline pipelines, respectively, due to higher demand resulting from colder weather and increased utilization by the Rover pipeline; 375 BBtu/d on the Tiger pipeline as a result of production increases in the Haynesville Shale, and 145 BBtu/d on the Transwestern pipeline resulting from favorable market opportunities in the West, midcontinent and Waha areas from the Permian supply basin.
Segment Adjusted EBITDA. For the year ended December 31, 2018 compared to the prior year, Segment Adjusted EBITDA related to our interstate transportation and storage segment increased due to the net impacts of the following:
an increase of $359 million associated with the Rover pipeline with increases of $485 million in revenues, $105 million in net operating expenses and $21 million in selling, general and administrative expenses and other; and
an aggregate increase of $66 million in revenues, excluding the incremental revenue related to the Rover pipeline discussed above, primarily due to capacity sold at higher rates on the Transwestern and Panhandle pipelines; partially offset by
an increase of $11 million in operating expenses, excluding the incremental expenses related to the Rover pipeline discussed above, primarily due to increases in maintenance project costs due to scope and level of activity; and
a decrease of $6 million in Adjusted EBITDA related to unconsolidated affiliates primarily due to lower margins on MEP due to lower rates on renewals of expiring long term contracts.
Midstream
 Years Ended December 31,  
 2018 2017 Change
Gathered volumes (BBtu/d):12,126
 9,814
 2,312
NGLs produced (MBbls/d):540
 438
 102
Equity NGLs (MBbls/d):29
 31
 (2)
Revenues$7,522
 $6,943
 $579
Cost of products sold5,145
 4,761
 384
Segment margin2,377
 2,182
 195
Unrealized gains on commodity risk management activities—
 (15) 15
Operating expenses, excluding non-cash compensation expense(705) (638) (67)
Selling, general and administrative, excluding non-cash compensation expense(81) (78) (3)
Adjusted EBITDA related to unconsolidated affiliates33
 28
 5
Other3
 2
 1
Segment Adjusted EBITDA$1,627
 $1,481
 $146

Volumes. Gathered volumes and NGL production increased during the year ended December 31, 2018 compared to the prior year primarily due to lower earnings amongincreases in the Partnership’s consolidated corporate subsidiaries.North Texas, Permian and Northeast regions, partially offset by smaller declines in other regions.
Segment Margin.  The yeartable below presents the components of our midstream segment margin. For the years ended December 31, 2015 also reflected a benefit2018 and 2017, the amounts previously reported for fee-based and non-fee-based margin have been adjusted to reflect reclassification of $24 million of net state tax benefit attributablecertain contractual minimum fees from fee-based margin to statutory state rate changes resulting fromnon-fee-based margin in order to conform to 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.current period classification.
 Years Ended December 31,  
 2018 2017 Change
Gathering and processing fee-based revenues$1,788
 $1,690
 $98
Non-fee based contracts and processing (excluding unrealized gains and losses)589
 477
 112
Unrealized gains on commodity risk management activities—
 15
 (15)
Total segment margin$2,377
 $2,182
 $195
Segment Adjusted EBITDA. For the year ended December 31, 2014,2018 compared to the Partnership’s income tax expense from continuing operations included unfavorable income tax adjustments of $87 millionprior year, Segment Adjusted EBITDA related to our midstream segment increased due to the Lake Charles LNG Transaction, which was treated as a sale for tax purposes.net impacts of the following:
Segment Operating Resultsan increase of $98 million in fee-based margin due to growth in the North Texas, Permian and Northeast regions, offset by declines in the Ark-La-Tex and midcontinent/Panhandle regions;
Investmentan increase of $79 million in ETPnon fee-based margin due to increased throughput volume in the North Texas and Permian regions;
an increase of $33 million in non fee-based margin due to higher crude oil and NGL prices; and
an increase of $5 million in Adjusted EBITDA related to unconsolidated affiliates due to higher earnings from our Aqua, Mi Vida and Ranch joint ventures; partially offset by
an increase of $67 million in operating expenses primarily due to increases of $20 million in outside services, $19 million in materials, $8 million in maintenance project costs, $7 million in ad valorem taxes, $6 million in employee costs and $6 million in office expenses; and
an increase of $3 million in selling, general and administrative expenses due to higher professional fees.
NGL and Refined Products Transportation and Services
Years Ended December 31,  Years Ended December 31,  
2015 2014 Change2018 2017 Change
NGL transportation volumes (MBbls/d)1,027
 754
 273
Refined products transportation volumes (MBbls/d)621
 599
 22
NGL and refined products terminal volumes (MBbls/d)812
 791
 21
NGL fractionation volumes (MBbls/d)527
 361
 166
Revenues$34,292
 $55,475
 $(21,183)$11,123
 $8,648
 $2,475
Cost of products sold27,029
 48,414
 (21,385)8,462
 6,508
 1,954
Gross margin7,263
 7,061
 202
Unrealized (gains) losses on commodity risk management activities65
 (112) 177
Segment margin2,661
 2,140
 521
Unrealized gains on commodity risk management activities(86) (26) (60)
Operating expenses, excluding non-cash compensation expense(2,265) (2,065) (200)(604) (478) (126)
Selling, general and administrative expenses, excluding non-cash compensation expense(468) (508) 40
(74) (64) (10)
Inventory valuation adjustments104
 473
 (369)
Adjusted EBITDA related to discontinued operations—
 27
 (27)
Adjusted EBITDA related to unconsolidated affiliates937
 748
 189
82
 68
 14
Other, net78
 86
 (8)
Other—
 1
 (1)
Segment Adjusted EBITDA$5,714
 $5,710
 $4
$1,979
 $1,641
 $338

Segment Adjusted EBITDA.Volumes. For the year ended December 31, 20152018 compared to the prior year, NGL transportation volumes increased primarily due to increased volumes from the Permian region resulting from a ramp up in production from existing customers, higher throughput volumes on Mariner West driven by end-user facility constraints in the prior year and higher throughput from Mariner South resulting from increased export volumes.
Refined products transportation volumes decreased for the year ended December 31, 2018 compared to prior year, primarily due to timing of turnarounds at third-party refineries in the Midwest and Northeast regions.
NGL and Refined products terminal volumes increased for the year ended December 31, 2018 compared to prior year, primarily due to more volumes loaded at our Nederland terminal as propane export demand increased and higher throughput volumes at our refined products terminals in the Northeast.
Average volumes fractionated at our Mont Belvieu, Texas fractionation facility increased for the year ended December 31, 2018 compared to the prior year primarily due to increased volumes from the Permian region, as well as an increase in fractionation capacity as our fifth fractionator at Mont Belvieu came online in July 2018.
Segment Margin. The components of our NGL and refined products transportation and services segment margin were as follows:
 Years Ended December 31,  
 2018 2017 Change
Fractionators and refinery services margin$511
 $415
 $96
Transportation margin1,233
 990
 243
Storage margin211
 214
 (3)
Terminal Services margin494
 424
 70
Marketing margin126
 71
 55
Unrealized gains on commodity risk management activities86
 26
 60
Total segment margin$2,661
 $2,140
 $521
Segment Adjusted EBITDA. For the year ended December 31, 2018 compared to the prior year, Segment Adjusted EBITDA related to our NGL and refined products transportation and services segment increased due to the net impacts of the following:
an increase in transportation margin of $243 million primarily due to a $216 million increase resulting from increased producer volumes from the Permian region on our Texas NGL pipelines, a $31 million increase due to higher throughput volumes on Mariner West driven by end-user facility constraints in the prior period, a $15 million increase resulting from a reclassification between our transportation and fractionation margins, a $9 million increase due to higher throughput volumes from the Barnett region, a $5 million increase due to higher throughput volumes on Mariner South due to system downtime in the prior period and a $4 million increase in prior period customer credits. These increases were partially offset by a $16 million decrease resulting from lower throughput volumes on Mariner East 1 due to system downtime in 2018, a $14 million decrease due to lower throughput volumes from the Southeast Texas region and a $7 million decrease resulting from the timing of deficiency fee revenue recognition;
an increase in fractionation and refinery services margin of $96 million primarily due to a $106 million increase resulting from the commissioning of our fifth fractionator in July 2018 and a $7 million increase from blending gains as a result of improved market pricing. These increases were partially offset by a $16 million decrease resulting from a reclassification between our transportation and fractionation margins and a $2 million decrease from higher affiliate storage fees paid;
an increase in terminal services margin of $70 million due to a $36 million increase resulting from a change in the classification of certain customer reimbursements previously recorded in operating expenses, a $23 million increase at our Nederland terminal due to increased export demand and a $12 million increase due to higher throughput at our Marcus Hook Industrial Complex. These increases were partially offset by lower terminal throughput fees in part due to the sale of one of our terminals in April 2017;
an increase in marketing margin of $55 million due to a $48 million increase from our butane blending operations and a $22 million increase in sales of NGLs and other products at our Marcus Hook Industrial Complex due to more favorable market prices. These increases were partially offset by a $15 million decrease from the timing of optimization gains from our Mont Belvieu fractionators; and
an increase of $14 million to adjusted EBITDA related to unconsolidated affiliates due to improved contributions from our unconsolidated refined products joint venture interests; partially offset by

an increase of $126 million in operating expenses primarily due to a $30 million increase in costs to operate our fractionators and a $20 million increase in operating costs on our NGL pipelines as a result of higher throughput and the commissioning of our fifth fractionator in July 2018, a $36 million increase resulting from a change in the classification of certain customer reimbursements previously recorded as a reduction to operating expenses that are now classified as revenue following the adoption of ASC 606 on January 1, 2018, increases of $24 million and $7 million to operating costs at our Marcus Hook and Nederland terminals, respectively, as a result of significantly higher volumes through both terminals in 2018, an $8 million increase to environmental reserves and a $1 million increase to overhead allocations and maintenance repairs performed on our refinery services assets; and
an increase of $10 million in selling, general and administrative expenses primarily due to a $6 million increase in overhead costs allocated to the segment, a $2 million increase in legal fees, a $1 million increase in management fees previously recorded in operating expenses and a $1 million increase in employee costs.
Crude Oil Transportation and Services
 Years Ended December 31,  
 2018 2017 Change
Crude Transportation Volumes (MBbls/d)4,172
 3,538
 634
Crude Terminals Volumes (MBbls/d)2,096
 1,928
 168
Revenue$17,332
 $11,703
 $5,629
Cost of products sold14,439
 9,826
 4,613
Segment margin2,893
 1,877
 1,016
Unrealized losses on commodity risk management activities55
 1
 54
Operating expenses, excluding non-cash compensation expense(547) (430) (117)
Selling, general and administrative expenses, excluding non-cash compensation expense(86) (82) (4)
Adjusted EBITDA related to unconsolidated affiliates15
 13
 2
Segment Adjusted EBITDA$2,330
 $1,379
 $951
Segment Adjusted EBITDA. For the year ended December 31, 2018 compared to the prior year, Segment Adjusted EBITDA related to our crude oil transportation and services segment increased due to the net impacts of the following:
an increase of $1.07 billion in segment margin (excluding unrealized losses on commodity risk management activities) primarily due to the following: a $586 million increase resulting from placing the Bakken pipeline in service in the second quarter of 2017, a $266 million increase resulting from higher throughput on our Texas crude pipeline system primarily due to increased production from Permian producers; and gains of $355 million due to more favorable basis spreads; partially offset by an unfavorable inventory valuation adjustment of $54 million for the 2018 year as compared to a favorable inventory valuation adjustment of $82 million for the 2017 year; and
an increase of $2 million in Adjusted EBITDA related to unconsolidated affiliates due to increased jet fuel sales from our joint ventures; partially offset by
an increase of $117 million in operating expenses primarily due to a $67 million increase to throughput related costs on existing assets; a $36 million increase resulting from placing the Bakken pipeline in service in the second quarter of 2017; a $26 million increase resulting from the addition of certain joint venture transportation assets in the second quarter of 2017; and a $5 million increase from ad valorem taxes; partially offset by an $17 million decrease in insurance and environmental related expenses; and
an increase of $4 million in selling, general and administrative expenses primarily due to increases associated with placing our Bakken Pipeline in service in the second quarter of 2017.

Investment in Sunoco LP
 Years Ended December 31,  
 2018 2017 Change
Revenues$16,994
 $11,723
 $5,271
Cost of products sold15,872
 10,615
 5,257
Segment margin1,122
 1,108
 14
Unrealized (gains) losses on commodity risk management activities6
 (3) 9
Operating expenses, excluding non-cash compensation expense(435) (456) 21
Selling, general and administrative, excluding non-cash compensation expense(129) (116) (13)
Inventory valuation adjustments85
 (24) 109
Adjusted EBITDA from discontinued operations(25) 223
 (248)
Other, net14
 —
 14
Segment Adjusted EBITDA$638
 $732
 $(94)
The Investment in Sunoco LP segment reflects the consolidated results of Sunoco LP.
Segment Adjusted EBITDA. For the year ended December 31, 2018 compared to the prior year, Segment Adjusted EBITDA related to the Investment in ETP increasedSunoco LP segment decreased due to the net impacts of the following:
a decrease of $248 million in Adjusted EBITDA from discontinued operations primarily due to Sunoco LP’s retail divestment in January 2018; partially offset by
an increase of $109 million in inventory fair value adjustments due to changes in fuel prices between periods;
an increase of $14 million in margin primarily due to an increase in rental income as a result of the following:increase in commission agent sites in the current year, offset by decreases in the gross profit on motor fuel sales; and
an increasea net decrease of $182$8 million from Sunoco Logistics due to:
an increase of $130 million from Sunoco Logistics’ NGL operations,in operating and selling, general and administrative expenses primarily due to improveddecreased rent expense.
Investment in USAC
 Years Ended December 31,  
 2018 2017 Change
Revenues$508
 $—
 $508
Cost of products sold67
 —
 67
Segment margin441
 —
 441
Operating expenses, excluding non-cash compensation expense(110) —
 (110)
Selling, general and administrative, excluding non-cash compensation expense(50) —
 (50)
Other, net8
 —
 8
Segment Adjusted EBITDA$289
 $—
 $289
The investment in USAC segment reflects the consolidated results of USAC from Sunoco Logistics’ NGL acquisitionApril 2, 2018, the date ET obtained control of USAC, through December 31, 2018. Changes between periods are due to the consolidation of USAC beginning April 2, 2018.

All Other
 Years Ended December 31,  
 2018 2017 Change
Revenue$2,228
 $2,901
 $(673)
Cost of products sold2,006
 2,509
 (503)
Segment margin222
 392
 (170)
Unrealized gains on commodity risk management activities(2) (11) 9
Operating expenses, excluding non-cash compensation expense(56) (117) 61
Selling, general and administrative expenses, excluding non-cash compensation expense(124) (135) 11
Adjusted EBITDA related to unconsolidated affiliates1
 45
 (44)
Other and eliminations(1) 13
 (14)
Segment Adjusted EBITDA$40
 $187
 $(147)
Amounts reflected in our all other segment during the periods presented above primarily include:
•
our natural gas marketing operations;
our wholly-owned natural gas compression operations;
a non-controlling interest in PES. Prior to PES’s reorganization in August 2018, ETO’s 33% interest in PES was reflected as an unconsolidated affiliate; subsequent the August 2018 reorganization, ETO holds an approximately 8% interest in PES and marketing activitiesno longer reflects PES as an affiliate; and
our investment in coal handling facilities.
Segment Adjusted EBITDA. For the year ended December 31, 2018 compared to the prior year, Segment Adjusted EBITDA decreased due to the net impacts 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 byfollowing:
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$98 million due to the ramp-upcontribution of Lone Star’s second 100,000 Bbls/d fractionator at Mont Belvieu, Texas, and the additional volumes from producersCDM to USAC in April 2018, subsequent to which CDM is reflected 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 decreaseInvestment 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:USAC segment;
a decrease of $148$38 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 methodour 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 isPES primarily due to our lower ownership in PES subsequent to its reorganization, which resulted in PES no longer being reflected as an affiliate beginning in the presentationthird quarter of only 2018;
a partial perioddecrease of results for Sunoco LP$4 million due to merger and acquisition expenses related to the Energy Transfer Merger in 2014, as discussed above.2018; and
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 alla decrease of its revenue$15 million due to a one-time fee received from a contract withjoint venture affiliate in 2017; partially offset by
an increase of $7 million due to lower transport fees resulting from the expiration of a non-affiliated gas marketer.capacity commitment on Trunkline pipeline;
an increase of $6 million due to a decrease in losses from mark-to-market of physical system gas; and
an increase of $7 million due to increased margin from ETO’s compression equipment business.
LIQUIDITY AND CAPITAL RESOURCES
Overview
Parent Company Only
The Parent Company’s principal sourcesSubsequent to the Merger with ETO, substantially all of the Partnership’s cash flowflows are derived from distributions related to its investment in ETO, whose cash flows are derived from its direct and indirectsubsidiaries, including ETO’s 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.”USAC.
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.ETO. 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,ETO and its respective subsidiaries and investments in Sunoco LP and Lake Charles LNG and their respective subsidiariesUSAC 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.

ETO
ETP
ETP’sETO’s ability to satisfy its obligations and pay distributions to its Unitholdersthe Parent Company 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’sETO’s management.
ETPETO currently expects capital expenditures in 20172020 to be within the following ranges:ranges (excluding capital expenditures related to our investments in Sunoco LP and USAC):
 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
 Growth Maintenance
 Low High Low High
Intrastate transportation and storage$20
 $30
 $40
 $45
Interstate transportation and storage (1)
100
 125
 140
 145
Midstream625
 650
 125
 130
NGL and refined products transportation and services (1)
2,550
 2,650
 100
 110
Crude oil transportation and services (1)
500
 525
 165
 175
All other (including eliminations)125
 150
 75
 80
Total capital expenditures$3,920
 $4,130
 $645
 $685
(1) 
Direct capital expenditures exclude those funded by ETP’s publicly-traded subsidiary.
(2)
Includes capital expenditures related to ourETO’s proportionate ownership of the Bakken, Rover, and Bayou Bridge pipeline projects.
projects and our proportionate ownership of the Orbit Gulf Coast NGL export project.
The assets used in ETP’sour 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 doeswe do not have any significant financial commitments for maintenance capital expenditures in itsour businesses. From time to time it experienceswe experience 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’sour control. However, ETP includeswe include these factors in itsour anticipated growth capital expenditures for each year.
ETPETO generally funds its maintenance capital expenditures and distributions with cash flows from operating activities. ETPETO generally expects to funds growth capital expenditures with proceeds fromof borrowings under ETO credit facilities, long-term debt, the issuance of additional Common Units or a combination thereof.along with cash from operations.
As of December 31, 2016,2019, in addition to $360$253 million of cash on hand, ETPETO had available capacity under its revolving credit facilitiesthe ETO Credit Facilities of $813 million.$1.71 billion. Based on ETP’sETO’s current estimates, itETO expects to utilize capacity under the ETPETO Credit Facility,Facilities, along with cash from operations, to fund itsETO’s announced growth capital expenditures and working capital needs through the end of 2017;2020; however, ETPETO may issue debt or equity securities prior to that time as itETO 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, 2016,2019, Sunoco LP had available borrowing capacity of $469 million$1.33 billion under its revolving credit facility and $119$21 million of cash and cash equivalents on hand.

In 2017,2020, Sunoco LP expects to invest approximately $200$130 million in growth capital expenditures and approximately $90$45 million on maintenance capital expenditures. Sunoco LP may revise the timing of these expenditures as necessary to adapt to economic conditions.

USAC
The compression services business is capital intensive, requiring significant investment to maintain, expand and upgrade existing operations. USAC’s capital requirements have consisted primarily of, and it anticipates that its capital requirements will continue to consist primarily of, the following:
maintenance capital expenditures, which are capital expenditures made to maintain the operating capacity of its assets and extend their useful lives, to replace partially or fully depreciated assets, or other capital expenditures that are incurred in maintaining its existing business and related operating income; and
expansion capital expenditures, which are capital expenditures made to expand the operating capacity or operating income capacity of assets, including by acquisition of compression units or through modification of existing compression units to increase their capacity, or to replace certain partially or fully depreciated assets that were not currently generating operating income.
USAC classifies capital expenditures as maintenance or expansion on an individual asset basis. Over the long-term, USAC expects that its maintenance capital expenditure requirements will continue to increase as the overall size and age of its fleet increase. USAC currently plans to spend approximately $32 million in maintenance capital expenditures during 2020, including parts consumed from inventory.
Without giving effect to any equipment USAC may acquire pursuant to any future acquisitions, it currently has budgeted between $110 million and $120 million in expansion capital expenditures during 2020. As of December 31, 2019, USAC has binding commitments to purchase $49 million of additional compression units, all of which USAC expects to be delivered in 2020.
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 acquisitionacquisitions 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 ETPETO 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 managementderivative 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, 20162019
Cash provided by operating activities in 20162019 was $3.42$8.00 billion and net income from continuing operations 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$4.90 billion. The difference between net income and cash provided by operating activities in 20152019 primarily consisted of net non-cash items totaling $2.73$3.37 billion andoffset by net changes in operating assets and liabilities of $1.16 billion.$518 million. The non-cash activity in 20152019 consisted primarily of depreciation, depletion and amortization of $2.08$3.15 billion, impairment losses of$74 million, non-cash compensation expense of $339$113 million, equity in earnings of unconsolidated affiliates of $302 million, inventory valuation adjustments of $79 million, losses on extinguishment of debt of $18 million, and deferred income tax expense of $242$217 million. The Partnership also received distributions of $290 million inventory valuation adjustments of 249 million, losses on extinguishments of debt of $43 million and non-cash compensation expense of $91 million.from unconsolidated affiliates.
Year Ended December 31, 20142018
Cash provided by operating activities in 20142018 was $3.18$7.51 billion and net income from continuing operations was $1.12$3.63 billion. The difference between net income and cash provided by operating activities in 20142018 primarily consisted of net non-cash items totaling $1.99$3.30 billion andoffset by net changes in operating assets and liabilities of $231$289 million. The non-cash activity in 20142018 consisted primarily of depreciation, depletion and amortization of $1.72$2.86 billion, impairment losses of$431 million, non-cash compensation expense of $370$105 million, equity in earnings of unconsolidated affiliates of $344 million, inventory valuation adjustments of $473

$85 million, losses on extinguishmentsextinguishment of debt of $25$112 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$7 million. The Partnership also received distributions of $328 million from unconsolidated affiliates.
Year Ended December 31, 2017
Cash provided by operating activities in 2017 was $4.43 billion and income from continuing operations was $2.54 billion. The difference between net income and cash provided by operating activities in 2017 primarily consisted of non-cash items totaling $1.82 billion offset by net changes in operating assets and liabilities of $192 million. The non-cash activity in 2017 consisted primarily of depreciation, depletion and amortization of $2.55 billion, impairment losses of$1.04 billion, impairment in unconsolidated affiliates of $313 million, non-cash compensation expense of $99 million, equity in earnings of unconsolidated affiliates of $144 million, inventory valuation adjustments of $24 million, losses on extinguishment of debt of $89 million, and deferred income tax benefit of$1.87 billion. The Partnership also received distributions of $297 million from unconsolidated affiliates.
Investing Activities
Cash flows from investing activities primarily consist of cash amounts paid for acquisitions, capital expenditures, cash distributions from our joint ventures, and cash proceeds from sales or contributions to our joint ventures.of assets or businesses. Changes in capital expenditures between periods primarily result from increases or decreases in our growth capital expenditures to fund their respectiveour construction and expansion projects.

Following is a summary of investing activities by period:
Year Ended December 31, 20162019
Cash used in investing activities in 2016 of $9.47 billion2019 was comprised primarily of$6.93 billion. Total 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 were $5.88 billion. Additional detail related to our capital expenditures and $368is provided in the table below. During 2019, we received $93 million for maintenance capital expenditures during 2016. Weof cash proceeds from the sale of a noncontrolling interest in a subsidiary, paid $787 million in net cash for acquisitionsthe SemGroup acquisition, and paid $7 million in cash for all other acquisitions. We received $54 million of $1.57 billion, includingcash proceeds from the acquisitionsale of a noncontrolling interest.assets. The Partnership also received distributions of $98 million from unconsolidated affiliates.
Year Ended December 31, 20152018
Cash used in investing activities in 2015 of $10.09 billion2018 was comprised primarily of$7.08 billion. Total 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 were $7.30 billion. Additional detail related to our capital expenditures is provided in the table below. We recorded a net increase in cash of $461 million related to the USAC acquisition and $485paid $429 million for maintenance capital expenditures during 2015. We paid netin cash for acquisitionsall other acquisitions. We received $87 million of $900cash proceeds from the sale of assets. The Partnership also received distributions of $69 million including the acquisition of a noncontrolling interest.from unconsolidated affiliates.
Year Ended December 31, 20142017
Cash used in investing activities in 2014 of $6.80 billion2017 was comprised primarily of$5.61 billion. Total 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 were $8.41 billion. Additional detail related to our 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.is provided in the table below. We paid cash for acquisitions of $2.37 billion and received $814$280 million in cash related to the acquisition of PennTex’s remaining noncontrolling interest and $303 million in cash for all other acquisitions. We received $2.00 billion in cash related to the Bakken equity sale to MarEn Bakken Company LLC, $1.48 billion in cash related to the Rover equity sale to Blackstone Capital Partners. We received $48 million of cash proceeds from the sale of AmeriGas common units.assets. The Partnership also received distributions of $135 million from unconsolidated affiliates.

The following is a summary of the Partnership’s capital expenditures (including only our proportionate share of the Bakken, Rover, and Bayou Bridge pipeline projects, our proportionate share of the Orbit Gulf Coast NGL export project, and net of contributions in aid of construction costs) by period:
 Capital Expenditures Recorded During Period
Growth Maintenance Total
Year Ended December 31, 2019:     
Intrastate transportation and storage$87
 $37
 $124
Interstate transportation and storage239
 136
 375
Midstream670
 157
 827
NGL and refined products transportation and services2,854
 122
 2,976
Crude oil transportation and services317
 86
 403
Investment in Sunoco LP108
 40
 148
Investment in USAC170
 30
 200
All other (including eliminations)165
 50
 215
Total capital expenditures$4,610
 $658
 $5,268
      
Year Ended December 31, 2018:     
Intrastate transportation and storage$311
 $33
 $344
Interstate transportation and storage695
 117
 812
Midstream1,026
 135
 1,161
NGL and refined products transportation and services2,303
 78
 2,381
Crude oil transportation and services414
 60
 474
Investment in Sunoco LP (1)
72
 31
 103
Investment in USAC182
 23
 205
All other (including eliminations)117
 33
 150
Total capital expenditures$5,120
 $510
 $5,630
      
Year Ended December 31, 2017:     
Intrastate transportation and storage$155
 $20
 $175
Interstate transportation and storage645
 83
 728
Midstream1,185
 123
 1,308
NGL and refined products transportation and services2,899
 72
 2,971
Crude oil transportation and services392
 61
 453
Investment in Sunoco LP (1)
129
 48
 177
All other (including eliminations)196
 72
 268
Total capital expenditures$5,601
 $479
 $6,080
(1)
Amounts related to Sunoco LP’s capital expenditures include capital expenditures related to discontinued operations.
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 our acquisitions and growth capital expenditures. Distributions increaseto partners increased between the periods based onas a result of 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, 20162019
Cash provided byused in financing activities was $5.93$1.20 billion in 2016. We2019. In 2019, our subsidiaries received $780 million in proceeds from the issuance of preferred units. In 2019, we had a consolidated increase in our debt level of $6.71$2.48 billion, primarily due to the issuance of subsidiary senior notes. During 2019, we paid distributions of $3.05 billion to our partners and we paid distributions of $1.60 billion to noncontrolling interests. In addition, we received capital contributions of $348 million in cash from noncontrolling interests. During 2019, we incurred debt issuance costs of $117 million.
Year Ended December 31, 2018
Cash used in financing activities was $3.08 billion in 2018. Our subsidiaries received $1.40 billion in proceeds from the issuance of common units, including $58 million from the issuance of ETO Common Units and $1.34 billion from the issuance of other subsidiary common units. In 2018, we had a consolidated increase in our debt level of $53 million, primarily due to the issuance of Parent Company and subsidiary senior notes, as well as increasesnotes. During 2018, we paid distributions of $1.68 billion to our partners and we paid distributions of $3.12 billion to noncontrolling interests. In addition, we received capital contributions of $649 million in cash from noncontrolling interests. During 2018, we incurred debt issuance costs of $171 million.
Year Ended December 31, 2017
Cash provided by financing activities was $953 million in 2017. In 2017, we received $568 million in cash from the issuance of common units and our revolving credit facilities during 2015. Our subsidiaries also received $2.56$3.24 billion in proceeds from the issuance of common unit offerings,units, including $1.10$2.28 billion from the issuance of ETPETO Common Units and $1.46 billion$952 million 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. WeIn 2017, we had a consolidated increase in our debt level of $6.63 billion,$340 million, primarily due to the issuance of Parent Company and subsidiary senior notes, as well as increases innotes. During 2017, we paid distributions of $1.01 billion to our revolving credit facilities during 2015. Our subsidiaries alsopartners and we paid distributions of $2.96 billion to noncontrolling interests. In addition, we received $3.89capital contributions of $1.21 billion in proceedscash from common unit offerings, including $1.43noncontrolling interests. During 2017, we incurred debt issuance costs of $131 million.
Discontinued Operations
Following is a summary of activities related to discontinued operations by period:
Year Ended December 31, 2018
Cash provided by discontinued operations was $2.73 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 duringfor the year ended December 31, 2015.2018 resulting from cash used in operating activities of $484 million, cash provided by investing activities of $3.21 billion, and changes in cash included in current assets held for sale of $11 million.
Year Ended December 31, 20142017
Cash provided by financing activitiesdiscontinued operations 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$93 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 duringfor the year ended December 31, 2014.2017 resulting from cash provided by operating activities of $136 million, cash used in investing activities of $38 million and changes in cash included in current assets held for sale of $5 million.

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
 December 31,
 2019 2018
Parent Company Indebtedness:   
ET Senior Notes due October 2020$52
 $1,187
ET Senior Notes due March 20235
 1,000
ET Senior Notes due January 202423
 1,150
ET Senior Notes due June 202744
 1,000
ET Senior Secured Term Loan—
 1,220
Subsidiary Indebtedness:   
ETO Senior Notes36,118
 28,755
Transwestern Senior Notes575
 575
Panhandle Senior Notes235
 385
Bakken Senior Notes2,500
 —
Sunoco LP Senior Notes, Term Loan and lease-related obligations2,935
 2,307
USAC Senior Notes1,475
 725
Credit Facilities and Commercial Paper:   
ETO $2.00 billion Term Loan facility due October 20222,000
 —
ETO $5.00 billion Revolving Credit Facility due December 20234,214
 3,694
Sunoco LP $1.50 billion Revolving Credit Facility due July 2023162
 700
USAC $1.60 billion Revolving Credit Facility due April 2023403
 1,050
Bakken $2.50 billion Credit Facility due August 2019—
 2,500
HFOTCO Tax Exempt Notes due 2050225
 —
SemCAMS Revolver due February 202492
 —
SemCAMS Term Loan A due February 2024269
 —
Other long-term debt2
 7
Unamortized premiums, net of discounts and fair value adjustments4
 21
Deferred debt issuance costs(279) (248)
Total debt51,054
 46,028
Less: current maturities of long-term debt26
 2,655
Long-term debt, less current maturities$51,028
 $43,373
(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 that of our subsidiaries are described in more detail below and in Note 6 to our consolidated financial statements.statements, included in “Item 8. Financial Statements and Supplementary Data.”
ETERecent Transactions
ETO January 2020 Senior Notes Offering and Redemption
On January 22, 2020, ETO completed a registered offering (the “January 2020 Senior Notes Offering”) of $1.00 billion aggregate principal amount of ETO’s 2.900% Senior Notes due 2025, $1.50 billion aggregate principal amount of ETO’s 3.750% Senior Notes due 2030, and $2.00 billion aggregate principal amount of ETO’s 5.000% Senior Notes due 2050, (collectively, the “Notes”). The Notes are fully and unconditionally guaranteed by the Partnership’s wholly-owned subsidiary, Sunoco Logistics Partners Operations L.P., on a senior unsecured basis.
Utilizing proceeds from the January 2020 Senior Notes Offering, ETO redeemed its $400 million aggregate principal amount of 5.75% Senior Notes due September 1, 2020, its $1.05 billion aggregate principal amount of 4.15% Senior Notes due October 1, 2020, its $1.14 billion aggregate principal amount of 7.50% Senior Notes due October 15, 2020, its $250 million aggregate principal

amount of 5.50% Senior Notes due February 15, 2020, ET’s $52 million aggregate principal amount of 7.50% Senior Notes due October 15, 2020 and Transwestern’s $175 million aggregate principal amount of 5.36% Senior Notes due December 9, 2020.
ETO Term Loan Facility
AsOn October 17, 2019, ETO entered into a term loan credit agreement (the “ETO Term Loan”) providing for a $2.00 billion three-year term loan credit facility. Borrowings under the term loan agreement mature on October 17, 2022 and are available for working capital purposes and for general partnership purposes. The term loan agreement is unsecured and is guaranteed by our subsidiary, Sunoco Logistics Partners Operations L.P.
ET-ETO Senior Notes Exchange
In February 2019, ETO commenced offers to exchange all of December 31, 2016,ET’s outstanding senior notes for senior notes issued by ETO (the “ET-ETO senior notes exchange”).  Approximately 97% of ET’s outstanding senior notes were tendered and accepted, and substantially all the Parent Company had outstanding a Senior Secured Term Loan Agreement, dated as ofexchanges settled on March 5, 2015, both with scheduled maturities on December 2,25, 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 anexchange, ETO issued approximately $4.21 billion 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.senior notes:
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$1.14 billion 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.7.50% senior notes due 2020;
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$995 million aggregate principal amount of 4.20%4.25% senior notes due April 20272023;
$1.13 billion aggregate principal amount of 5.875% senior notes due 2024; and $900
$956 million aggregate principal amount of 5.30%5.50% senior notes due April 2047. ETP used2027.
ETO 2019 Senior Notes Offering and Redemption
In January 2019, ETO issued the $1.48following senior notes:
$750 million aggregate principal amount of 4.50% senior notes due 2024;
$1.50 billion aggregate principal amount of 5.25% senior notes due 2029; and
$1.75 billion aggregate principal amount of 6.25% senior notes due 2049.
The $3.96 billion net proceeds from the offering were used to refinance current maturitiesmake an intercompany loan to ET (which ET used to repay its term loan in full), for general partnership purposes and to repay borrowings outstanding underredeem at maturity all of the ETP Credit Facility.following:
Sunoco LogisticsETO’s $400 million aggregate principal amount of 9.70% senior notes due March 15, 2019;
ETO’s $450 million aggregate principal amount of 9.00% senior notes due April 15, 2019; and
Panhandle’s $150 million aggregate principal amount of 8.125% senior notes due June 1, 2019.
Panhandle Senior Notes OfferingsRedemption
In July 2016, Sunoco LogisticsJune 2019, Panhandle’s $150 million aggregate principal amount of 8.125% senior notes matured and were repaid with borrowings under an affiliate loan agreement with ETO.
Bakken Senior Notes Offering
In March 2019, Midwest Connector Capital Company LLC, a wholly-owned subsidiary of Dakota Access, issued $550the following senior notes related to the Bakken pipeline:
$650 million aggregate principal amount of 3.625% senior notes due 2022;
$1.00 billion aggregate principal amount of 3.90% senior notes due 2024; and
$850 million aggregate principal amount of 4.625% senior notes due 2029.
The $2.48 billion in July 2026.net proceeds from the offering were used to repay in full all amounts outstanding on the Bakken credit facility and the facility was terminated.
Sunoco LP Senior Notes Offering
In March 2019, Sunoco LP issued $600 million aggregate principal amount of 6.00% senior notes due 2027 in a private placement to eligible purchasers. 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.Sunoco LP’s existing borrowings under its credit facility. In December, 2016,July 2019, Sunoco LP entered intocompleted an amendment to the term loan to, among other matters, increase the maximum applicable marginexchange of these notes 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. registered notes with substantially identical terms.

USAC Senior Notes Offering
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 LPMarch 2019, USAC issued $800$750 million aggregate principal amount of 6.25% Senior Notes6.875% senior notes due 2021.2027 in a private placement, and in December 2019, USAC exchanged those notes for substantially identical senior notes registered under the Securities Act. The net proceeds of $789 millionfrom this offering were used to repay a portion of theUSAC’s existing borrowings under its term loan facility.credit facility and for general partnership purposes.
Subsidiary Credit Facilities and Commercial Paper
ETPParent Company Credit Facility
The ETP Credit Facility allows forIn connection with the closing of the Energy Transfer Merger, on October 19, 2018, the Partnership repaid in full all outstanding borrowings of up to $3.75 billion and matures on November 18, 2019. The indebtedness under the ETPfacility and the facility was terminated.
ETO Credit Facility isFacilities
Borrowings under the ETO Credit Facilities are unsecured and notinitially guaranteed by any of ETP’s subsidiaries and has equal rights to holders of ETP’s current and future unsecured debt. The indebtednessSunoco Logistics Partners Operations L.P.  Borrowings under the ETPETO Credit Facility hasFacilities will bear interest at a eurodollar rate or a base rate, at our option, plus an applicable margin.  In addition, we will be required to pay a quarterly commitment fee to each lender equal to the same priorityproduct of payment as our other currentthe applicable rate and future unsecured debt.such lender’s applicable percentage of the unused portion of the aggregate commitments under the ETO Credit Facilities. 
ETP uses the ETP Credit Facility to provide temporary financing for its growth projects, as well as for general partnership purposes. ETPWe typically repaysrepay amounts outstanding under the ETPETO Credit FacilityFacilities with proceeds from common unit offerings or long-term notes offerings. The timing of borrowings depends on ETP’sthe Partnership’s activities and the cash available to fund those activities. The repayments of amounts outstanding under the ETPETO Credit FacilityFacilities 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 ETPETO Credit FacilityFacilities may vary significantly between periods. ETP doesWe do not believe that such fluctuations indicate a significant change in itsour liquidity position, because it expectswe expect to continue to be able to repay amounts outstanding under the ETPETO Credit FacilityFacilities with proceeds from common unit offerings or long-term note offerings.
ETO Term Loan
On October 17, 2019, ETO entered into a term loan credit agreement (the “ETO Term Loan”) providing for a $2.00 billion three-year term loan credit facility. Borrowings under the term loan agreement mature on October 17, 2022 and are available for working capital purposes and for general partnership purposes. The term loan agreement is unsecured and is guaranteed by our subsidiary, Sunoco Logistics Partners Operations L.P.
As of December 31, 2016,2019, the ETPETO Term Loan had $2.00 billion outstanding and was fully drawn. The weighted average interest rate on the total amount outstanding as of December 31, 2019 was 2.78%.
ETO Five-Year Credit Facility
ETO’s revolving credit facility (the “ETO Five-Year Credit Facility”) allows for unsecured borrowings up to $5.00 billion and matures on December 1, 2023. The ETO Five-Year Credit Facility contains an accordion feature, under which the total aggregate commitment may be increased up to $6.00 billion under certain conditions.
As of December 31, 2019, the ETO Five-Year Credit Facility had $2.78$4.21 billion outstanding, and theof which $1.64 billion was commercial paper. The amount available for future borrowings was $813$709 million after taking into account letters of credit of $160 million and commercial paper of $777$77 million. The weighted average interest rate on the total amount outstanding as of December 31, 20162019 was 2.20%2.88%.
Sunoco Logistics Credit FacilitiesETO 364-Day Facility
Sunoco Logistics maintains a $2.50 billion unsecuredETO’s 364-day revolving credit agreementfacility (the “Sunoco Logistics Credit“ETO 364-Day Facility”), which allows for unsecured borrowings up to $1.00 billion and matures in Marchon November 27, 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, 2016,2019, the Sunoco Logistics CreditETO 364-Day Facility had $1.29 billion ofno 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%.borrowings.
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, 2016,2019, the Sunoco LP Credit Facility had $1.00$162 million outstanding borrowings and $8 million in standby letters of credit. The amount available for future borrowings was at December 31, 2019 was $1.33 billion. The weighted average interest rate on the total amount outstanding as of December 31, 2019 was 3.75%.

USAC Credit Facility
As of December 31, 2019, USAC had $403 million of outstanding borrowings and no outstanding letters of credit under the credit agreement. As of December 31, 2019, USAC had $1.20 billion of outstanding borrowings. In January 2017, Sunoco LP entered into a limited waiver toavailability under 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. The weighted average interest rate on the total amount outstanding as of December 31, 2019 was 4.31%.
PennTex RevolvingSemCAMS Credit FacilityFacilities
On SemCAMS is party to a credit agreement providing for a C$350 million (US$270 million at theDecember 19, 2014, PennTex entered into31, 2019exchange rate) senior secured term loan facility, a C$$525 million (US$404 million at the December 31, 2019 exchange rate) senior secured revolving credit facility, with Royal Bank of Canada, as administrative agent, and a syndicate of lenders that became effective uponC$300 million (US$231 million at the closing of PennTex’s initial public offering and matures in December 31, 2019 exchange rate) senior secured construction loan facility (the “PennTex Revolving Credit“KAPS Facility”). The agreement provides for a $275term loan facility and the revolving credit facility mature on February 25, 2024. The KAPS Facility matures on June 13, 2024. SemCAMS may incur additional term loans and revolving commitments in an aggregate amount not to exceed C$250 million commitment that is expandable up to $400(US$193 million under certain conditions. The funds have been used for general purposes, includingat 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%.2019 exchange rate), subject to receiving commitments for such additional term loans or revolving commitments from either new lenders or increased commitments from existing lenders.
Covenants Related to Our Credit Agreements
Covenants Related to the Parent Company
The Term Loan Facility and ETEET Revolving Credit Facility containpreviously contained 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. Both facilities have been paid off and terminated.
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

ETO
The agreements relating to the ETPETO 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 transactionstransactions.
The ETPETO Credit Facility containsFacilities contain covenants that limit (subject to certain exceptions) ETP’sthe Partnership’s and certain of ETP’sthe 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 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.

•
incur indebtedness;
•
grant liens;
•
enter into mergers;
•
dispose of assets;
•
make certain investments;
•
make Distributions (as defined in the ETO Credit Facilities) during certain Defaults (as defined in the ETO Credit Facilities) and during any Event of Default (as defined in the ETO Credit Facilities);
•
engage in business substantially different in nature than the business currently conducted by the Partnership and its subsidiaries;
•
engage in transactions with affiliates; and
•
enter into restrictive agreements.
The ETPETO Credit Facilities applicable margin and rate used in connection with the interest rates and commitment fees, respectively, are based on the credit ratings assigned to our senior, unsecured, non-credit enhanced long-term debt. The applicable margin for eurodollar rate loans under the ETO Five-Year Facility ranges from 1.125% to 2.000% and the applicable margin for base rate loans ranges from 0.125% to 1.000%. The applicable rate for commitment fees under the ETO Five-Year Facility ranges from 0.125% to 0.300%.  The applicable margin for eurodollar rate loans under the ETO 364-Day Facility ranges from 1.250% to 1.750% and the applicable margin for base rate loans ranges from 0.250% to 0.750%. The applicable rate for commitment fees under the ETO 364-Day Facility ranges from 0.125% to 0.225%.
The ETO Credit Facilities contain various covenants including limitations on the creation of indebtedness and liens, and related to the operation and conduct of our business. The ETO Credit Facilities also containslimit us, on a financial covenant that provides that the Leverage Ratio,rolling four quarter basis, to a maximum Consolidated Funded Indebtedness to Consolidated EBITDA ratio, as defined in the ETP Credit Facility, shall not exceedunderlying credit agreements, of 5.0 to 1, as of the end of each quarter, with a permitted increasewhich can generally be increased to 5.5 to 1 during a Specified Acquisition Period,Period. Our Leverage Ratio was 4.04 to 1 at December 31, 2019, as definedcalculated in accordance with the ETP Credit Facility.credit agreements.

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’Partnership’s or our subsidiaries’ ability to incur additional debt and/or our ability to pay distributions.distributions to Unitholders.
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 and restrictions on mergers and on the sales of assets, capitalization requirements, dividend restrictions, cross default and cross-acceleration and prepayment of debt provisions.assets. 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 containFacility contains various customary representations, warranties, covenants and events of default, including a change of control event of default, as defined therein. The Sunoco LPLP’s Credit Facilities  requireFacility requires Sunoco LP to maintain a leverage ratio (as defined therein)Net Leverage Ratio of not more than (a)5.5 to 1. The maximum Net Leverage Ratio is subject to upwards adjustment of not more than 6.0 to 1 for a period not to exceed three fiscal quarters in the event Sunoco LP engages in certain specified acquisitions of not less than $50 million (as permitted under Sunoco LP’s Credit Facility agreement). The Sunoco LP Credit Facility also requires Sunoco LP to maintain an Interest Coverage Ratio (as defined in the Sunoco LP’s Credit Facility agreement) of not less than 2.25 to 1.
Covenants Related to USAC
The USAC Credit Facility contains covenants that limit (subject to certain exceptions) USAC’s ability to, among other things:
•
grant liens;
•
make certain loans or investments;
•
incur additional indebtedness or guarantee other indebtedness;
•
merge or consolidate;
•
sell our assets; or
•
make certain acquisitions.
The credit facility is also subject to the following financial covenants, including covenants requiring us to maintain:
•
a minimum EBITDA to interest coverage ratio of 2.5 to 1.0, determined as of the last day of each fiscal quarter; and
a maximum funded debt to EBITDA ratio, determined as of the last day of each fiscal quarter, through December 31, 2017, 6.75 to 1.0, (b) asfor the annualized trailing three months 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,(i) 5.5 to 1.0 (in1 through the caseend of the fiscal quarter ending MarchDecember 31, 2019 and (ii) 5.0 to 1.0 thereafter, in each case subject to a provision for increases to 6.0 to 1.0such thresholds by 0.50 in connection with certain specifiedfuture acquisitions for the six consecutive month period following the period in excesswhich any such acquisition occurs.
Covenants Related to the HFOTCO Tax Exempt Notes
The indentures covering HFOTCO's tax exempt notes due 2050 ("IKE Bonds") include customary representations and warranties and affirmative and negative covenants. Such covenants include limitations on the creation of $50 million, as permitted undernew liens, indebtedness, making of certain restricted payments and payments on indebtedness, making certain dispositions, making material changes in business activities, making fundamental changes including liquidations, mergers or consolidations, making certain investments, entering into certain transactions with affiliates, making amendments to certain credit or organizational agreements, modifying the Credit Facilities.  Indebtedness underfiscal year, creating or dealing with hazardous materials in certain ways, entering into certain hedging arrangements, entering into certain restrictive agreements, funding or engaging in sanctioned activities, taking actions or causing the Credit Facilities is secured by atrustee to take actions that materially adversely affect the rights, interests, remedies or security interest in, among other things, all of Sunoco LP’s present and future personal property and all of the presentbondholders, taking actions to remove the trustee, making certain amendments to the bond documents, and future personal property of its guarantors,taking actions or omitting to take actions that adversely impact the capital stock of its material subsidiaries (or 66%tax exempt status 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.IKE Bonds.

Compliance with our Covenants
We are required to assess compliance quarterly and our subsidiaries were in compliance with all requirements, tests, limitations, and covenants relatingrelated to ETE’s and its subsidiaries’our 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, 2016:2019:
 Payments Due by Period Payments Due by Period
Contractual Obligations Total Less Than 1 Year 1-3 Years 3-5 Years More Than 5 Years 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
 $51,329
 $3,086
 $7,204
 $13,673
 $27,366
Interest on long-term debt(1)
 22,063
 2,086
 3,805
 2,879
 13,293
 41,196
 2,545
 4,958
 4,306
 29,387
Payments on derivatives 194
 120
 74
 —
 —
 401
 150
 251
 —
 —
Purchase commitments(2)
 6,799
 4,444
 929
 621
 805
 2,133
 2,053
 57
 7
 16
Transportation, natural gas storage and fractionation contracts 44
 24
 20
 —
 —
 16
 5
 6
 5
 —
Operating lease obligations 1,162
 148
 246
 220
 548
 1,548
 98
 166
 140
 1,144
Service concession arrangement(3)
 379
 15
 30
 32
 302
Other(4)
 46
 8
 15
 15
 8
 190
 25
 48
 40
 77
Total(5)
 $74,266
 $8,647
 $17,102
 $11,401
 $37,116
 $97,192
 $7,977
 $12,720
 $18,203
 $58,292
(1) 
Interest payments on long-term debt are based on the principal amount of debt obligations as of December 31, 2016.2019. With respect to variable rate debt, the interest payments were estimated using the interest rate as of December 31, 2016.2019. To the extent interest rates change, our contractual obligationobligations 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, 20162019 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.Includes minimum guaranteed payments under service concession arrangements with New Jersey Turnpike Authority and New York Thruway Authority.
(4) 
Expected contributions to fund our pension and postretirement benefit plans were included in “Other” above. Environmental liabilities, asset retirement obligations,AROs, unrecognized tax benefits, contingency accruals and deferred revenue, which were included in “Other non-current liabilities” in our consolidated balance sheets were excluded from the table above as suchthe 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$3.21 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 presentedand paid 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
Quarter Ended            Record Date  Payment Date  Rate
December 31, 2016 (1)
 February 7, 2017 February 21, 2017 $0.2850
March 31, 2017 May 10, 2017 May 19, 2017 0.2850
June 30, 2017 August 7, 2017 August 21, 2017 0.2850
September 30, 2017 November 7, 2017 November 20, 2017 0.2950
December 31, 2017 February 8, 2018 February 20, 2018 0.3050
March 31, 2018 May 7, 2018 May 21, 2018 0.3050
June 30, 2018 August 6, 2018 August 20, 2018 0.3050
September 30, 2018 November 8, 2018 November 19, 2018 0.3050
December 31, 2018 February 8, 2019 February 19, 2019 0.3050
March 31, 2019 May 7, 2019 May 20, 2019 0.3050
June 30, 2019 August 6, 2019 August 19, 2019 0.3050
September 30, 2019 November 5, 2019 November 19, 2019 0.3050
December 31, 2019 February 7, 2020 February 19, 2020 0.3050
(1) 
Certain common unitholders elected to participate in a plan pursuant to which those unitholders elected to forego their cash distributions on all or a portion of their common units for a period of up to nine quarters commencing with the distribution for the quarter ended March 31, 2016 and, in lieu of receiving cash distributions on these common units for each such quarter, each said unitholder received ET Series A Convertible Preferred 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.unit. See Note 8 ETE Series A Preferred Units.to the Partnership’s consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data.”
Our distributions declared and paid with respect to ourET Series A Convertible Preferred 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
Quarter Ended          Record Date Payment Date  Rate
December 31, 2016 February 7, 2017 February 21, 2017 $0.1100
March 31, 2017 May 10, 2017 May 19, 2017 0.1100
June 30, 2017 August 7, 2017 August 21, 2017 0.1100
September 30, 2017 November 7, 2017 November 20, 2017 0.1100
December 31, 2017 February 8, 2018 February 20, 2018 0.1100
March 31, 2018 May 7, 2018 May 21, 2018 0.1100
The total amounts of distributions declared and paid 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
 Years Ended December 31,
 2019 
2018 (1)
 2017
Limited Partners$3,221
 $2,215
 $1,022
General Partner interest4
 3
 3
Total Parent Company distributions$3,225
 $2,218
 $1,025
(1) 
ETP’s acquisition of Regency closed on April 30, 2015; therefore, noInclude distributions in relationdeclared by Energy Transfer LP for periods subsequent 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.Energy Transfer Merger.
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 and paid during the periods presented prior to the closing of the Energy Transfer Merger as discussed in Note 1 (all from Available Cash from ETP’sETO’s operating surplus and are shown in the period to which they relate) are as follows (in millions):follows:
 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
 Years Ended December 31,
 2018 2017
Common Units held by public$1,286
 $2,435
Common Units held by ET31
 61
General Partner interest and IDRs900
 1,654
IDR relinquishments (1)
(84) (656)
Series A Preferred Units59
 15
Series B Preferred Units36
 9
Series C Preferred Units (2)
23
 —
Series D Preferred Units (2)
15
 —
Total distributions declared to partners$2,266
 $3,518
(1) 
The increasesNet of Class I unit distributions
(2)
Distributions reflect prorated distributions 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.2018.


Cash Distributions Paid by Sunoco LogisticsSubsidiaries
Sunoco Logistics isCertain of our subsidiaries are required by itstheir respective partnership agreementagreements to distribute all cash on hand at the end of each quarter, less appropriate reserves determined by itsthe board of directors of their respective general partner.partners.
ETO Preferred Unit Distributions
Distributions on the ETO’s Series A, Series B, Series C, Series D and Series E preferred units declared during the periods presentedand/or paid by ETO 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
Period Ended Record Date Payment Date 
Series A (1)
 
Series B (1)
 Series C Series D Series E 
December 31, 2017 February 1, 2018 February 15, 2018 $15.4510
* 
$16.3780
* 
$—
 $—
 $—
 
June 30, 2018 August 1, 2018 August 15, 2018 31.2500
 33.1250
 0.5634
* 
—
 —
 
September 30, 2018 November 1, 2018 November 15, 2018 —
 —
 0.4609
 0.5931
* 
—
 
December 31, 2018 February 1, 2019 February 15, 2019 31.2500
 33.1250
 0.4609
 0.4766
 —
 
March 31, 2019 May 1, 2019 May 15, 2019 —
 —
 0.4609
 0.4766
 —
 
June 30, 2019 August 1, 2019 August 15, 2019 31.2500
 33.1250
 0.4609
 0.4766
 0.5806
* 
September 30, 2019 November 1, 2019 November 15, 2019 —
 —
 0.4609
 0.4766
 0.4750
 
December 31, 2019 February 3, 2020 February 18, 2020 31.2500
 33.1250
 0.4609
 0.4766
 0.4750
 
(1)* 
Includes Sunoco LP units
Represent prorated initial distributions. Prorated initial distributions on the recently issued to ETPETO Series F Preferred Units and ETO Series G Preferred Units will be payable in connection with Sunoco LP’s acquisition of Susser from ETP in July 2015.
May 2020.(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.
(1)    ETO Series A Preferred Units and ETO Series B Preferred Unit distributions are paid on a semi-annual basis.
New Accounting Standards
In May 2014,Sunoco LP Cash Distributions
The following table illustrates the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-09, Revenuepercentage allocations of available cash from Contracts with Customers (Topic 606) (“ASU 2014-09”), which clarifiesoperating surplus between Sunoco LP’s common unitholders and the principles for recognizing revenueholder of its IDRs based on the core principle that an entity should recognize revenuespecified target distribution levels, after the payment of distributions to depictClass C unitholders. The amounts set forth under “marginal percentage interest in distributions” are the transferpercentage interests of promised goods or servicesthe IDR holder and the common unitholders in any available cash from operating surplus which Sunoco LP distributes up to customers in anand including the corresponding 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 2018column “total quarterly distribution per unit target amount.” The percentage interests shown for common unitholders 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 GAAPIDR holder 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 isminimum quarterly distribution are also applicable 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 partiesquarterly distribution amounts that are under common control withless than 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 interestsminimum quarterly distribution.
    Marginal Percentage Interest in Distributions
  Total Quarterly Distribution Target Amount Common Unitholders Holder of IDRs
Minimum Quarterly Distribution  $0.4375 100% —%
First Target Distribution $0.4375 to $0.503125 100% —%
Second Target Distribution $0.503125 to $0.546875 85% 15%
Third Target Distribution $0.546875 to $0.656250 75% 25%
Thereafter Above $0.656250 50% 50%
Distributions 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.Sunoco LP’s units declared and/or paid by Sunoco LP were as follows:
In January 2017, the FASB issued ASU No. 2017-04 “Intangibles-Goodwill and other (Topic 350): Simplifying the test for goodwill impairment”.
Quarter Ended Record Date Payment Date Rate
December 31, 2016 February 13, 2017 February 21, 2017 $0.8255
March 31, 2017 May 9, 2017 May 16, 2017 0.8255
June 30, 2017 August 7, 2017 August 15, 2017 0.8255
September 30, 2017 November 7, 2017 November 14, 2017 0.8255
December 31, 2017 February 6, 2018 February 14, 2018 0.8255
March 31, 2018 May 7, 2018 May 15, 2018 0.8255
June 30, 2018 August 7, 2018 August 15, 2018 0.8255
September 30, 2018 November 6, 2018 November 14, 2018 0.8255
December 31, 2018 February 6, 2019 February 14, 2019 0.8255
March 31, 2019 May 7, 2019 May 15, 2019 0.8255
June 30, 2019 August 6, 2019 August 14, 2019 0.8255
September 30, 2019 November 5, 2019 November 19, 2019 0.8255
December 31, 2019 February 7, 2020 February 19, 2020 0.8255
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 allocateddistributions to the reporting unit. The new guidance does not amendPartnership from Sunoco LP for the optional qualitative assessmentperiods presented below is as follows:
 Years Ended December 31,
 2019 2018 2017
Distributions from Sunoco LP     
Limited Partner interests$94
 $94
 $150
General Partner interest and IDRs70
 70
 85
Series A Preferred—
 2
 23
Total distributions from Sunoco LP$164
 $166
 $258
USAC Cash Distributions
Subsequent to the Energy Transfer Merger and USAC Transactions described in Note 1 and Note 3, respectively, ETO owned approximately 39.7 million USAC common units and 6.4 million USAC Class B units. Subsequent to the conversion of goodwill impairment. This ASU is effective for financial statements issued for fiscal years,the USAC

Class B Units to USAC common units on July 30, 2019, ETO owns approximately 46.1 million USAC common units. As of December 31, 2019, USAC had approximately 96.6 million common units outstanding. USAC currently has a non-economic general partner interest 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 periodsno outstanding IDRs.
Distributions on USAC’s units declared and/or paid by USAC subsequent to adoption.the USAC transaction on April 2, 2018 were as follows:
Quarter Ended Record Date Payment Date Rate
March 31, 2018 May 1, 2018 May 11, 2018 $0.5250
June 30, 2018 July 30, 2018 August 10, 2018 0.5250
September 30, 2018 October 29, 2018 November 09, 2018 0.5250
December 31, 2018 January 28, 2019 February 8, 2019 0.5250
March 31, 2019 April 29, 2019 May 10, 2019 0.5250
June 30, 2019 July 29, 2019 August 9, 2019 0.5250
September 30, 2019 October 28, 2019 November 8, 2019 0.5250
December 31, 2019 January 27, 2020 February 7, 2020 0.5250
The total amount of distributions to the Partnership from USAC for the periods presented below is as follows:
 Years Ended December 31,
 2019 2018 2017
Distributions from USAC     
Limited Partner interests$90
 $73
 $—
Total distributions from USAC$90
 $73
 $—
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 operationssegments 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, 20162019 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’sOur intrastate transportation and storage and interstate transportation operationsand storage segments’ results are determined primarily by the amount of capacity ETP’sour customers reserve as well as the actual volume of natural gas that flows through the transportation

pipelines. Under transportation contracts, ETPour 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’sOur intrastate transportation and storage operationssegment 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 purchaseswe purchase natural gas from the market, including purchases from the midstreamour marketing operations, and from producers at the wellhead.
In addition, ETP’sour intrastate transportation and storage operations generatesegment generates revenues and margin from fees charged for storing customers’ working natural gas in our storage facilities. ETPWe also engagesengage in natural gas storage transactions in which ETP seekswe seek to find and profit from pricing differences that occur over time utilizing the Bammel storage reservoir. ETP purchasesWe purchase physical natural gas and then sellssell financial contracts at a price sufficient to cover ETP’sour carrying costs and provide for a gross profit margin. ETP expectsWe 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, ETPwe 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.
Lake Charles LNG’s revenues from storage and re-gasification of natural gas are based on capacity reservation charges and, to a lesser extent, commodity usage charges. Reservation revenues are based on contracted rates and capacity reserved by the customers and recognized monthly. Revenues from commodity usage charges are also recognized monthly and represent the recovery of electric power charges at Lake Charles LNG’s terminal.
Results from ETP’sthe midstream operationssegment are determined primarily by the volumes of natural gas gathered, compressed, treated, processed, purchased and sold through ETP’sour pipeline and gathering systems and the level of natural gas and NGL prices. ETP generatesWe generate midstream revenues and grosssegment margins principally under fee-based or other arrangements in which ETP receiveswe 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 ETP’sour systems and is not directly dependent on commodity prices. Our midstream segment also generates revenues from the sale of residue gas and NGLs at the tailgate of our processing facilities primarily to affiliates and some third-party customers.
ETPWe also utilizesutilize other types of arrangements in ETP’sour midstream operations,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, and (iii) keep-whole arrangements where ETP gatherswe gather natural gas from the producer, processesprocess the natural gas and sellssell the resulting NGLs to third parties at market prices. In many cases, ETP provideswe provide services under contracts that contain a combination of more than one of the arrangements described above. The terms of ETP’sour contracts vary based on gas quality conditions, the competitive environment at the time the contracts are signed and customer requirements. ETP’sOur 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 conductsWe conduct marketing activities in which ETP marketswe market the natural gas that flows through ETP’sour assets, referred to as on-system gas. ETPWe also attractsattract other customers by marketing volumes of natural gas that do not move through ETP’sour assets, referred to as off-system gas. For both on-system and off-system gas, ETP purchaseswe purchase natural gas from natural gas producers and other supply points and sellssell 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 hasWe have a risk management policy that provides for oversight over ETP’sour marketing activities. These activities are monitored independently by ETP’sour risk management function and must take place within predefined limits and authorizations. As a result of ETP’sour 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 attemptsWe attempt 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’sour risk management policy.

ETP injectsWe inject and holdshold 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 usesWe use financial derivatives to hedge the natural gas held in connection with these arbitrage opportunities. At the inception of the hedge, ETP lockswe lock 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 designateswe designate the related financial contract as a fair value hedge for accounting purposes, ETP valueswe value the hedged natural gas inventory at current spot market prices along with the financial derivative ETP useswe use 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, ETPwe will record unrealized gains or lower unrealized losses. If the spread widens, ETPwe will record unrealized losses or lower unrealized gains. Typically, as ETP enterswe enter the winter months, the spread converges so that ETP recognizeswe recognize 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’sour 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 operationsInvestment in Sunoco LP
Sunoco LP’s revenues from motor fuel are recognized either at the time fuel is delivered to the customer or at the time of sale. Shipment and delivery of motor fuel generally occurs on the same day. Sunoco LP charges 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 gasoline and diesel in additionmotor fuel 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 consignmentcommission agent basis, in which we retainSunoco LP retains title to inventory, controlcontrols access to and sale of fuel inventory, and recognizerecognizes revenue at the time the fuel is sold to the ultimate customer. We typically own theIn Sunoco LP’s fuel dispensing equipmentdistribution 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 derivemarketing operations, Sunoco LP derives other income from rental income, propane and lubricating oils, and other ancillary product and service offerings. In Sunoco LP’s other operations, Sunoco LP derives other income from merchandise, lottery ticket sales, money orders, prepaid phone cards and wireless services, ATM transactions, car washes, movie rentalrentals, and other ancillary product and service offerings. Some of Sunoco Inc.’sLP records revenue from other 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 recordedtransactions on a net commission basis when a product is sold and/or services are rendered.
Investment in USAC
USAC’s revenue from contracted compression, station, gas treating and maintenance services is recognized ratably under its fixed-fee contracts over the term of the contract as services are provided to its customers. Initial contract terms typically range from six months to five years. However, USAC usually continues to provide compression services at a specific location beyond the initial contract term, either through contract renewal or on a month-to-month or longer basis. USAC primarily enters into fixed-fee contracts whereby its customers are required to pay its monthly fee even during periods of limited or disrupted throughput. Services are generally billed monthly, one month in advance of the commencement of the service month, except for certain customers who are billed at the beginning of the service month, and payment is generally due 30 days after receipt of the invoice. Amounts invoiced in advance are recorded as deferred revenue until earned, at which time they are recognized whenas revenue.  The amount of consideration USAC receives and revenue it recognizes is based upon the fixed fee rate stated in each service contract.
USAC’s retail parts and services revenue is earned primarily on freight and crane charges that are provided. Title passagedirectly reimbursable by its customers and maintenance work on units at its customers’ locations that are outside the scope of USAC’s core maintenance activities. Revenue from retail parts and services is recognized at the point in time the part is transferred or service is provided and control is transferred to the customer. At such time, the customer has the ability to direct the use of the benefits of such part or service after USAC has performed its services. USAC bills upon completion of the service or transfer of the parts, and payment is generally occurs when products are shippeddue 30 days after receipt of the invoice. The amount of consideration USAC receives and revenue it recognizes is based upon the invoice amount.  

Lease Accounting.  At the inception of each lease arrangement, we determine if the arrangement is a lease or delivered in accordancecontains an embedded lease and review the facts and circumstances of the arrangement to classify lease assets as operating or finance leases under Topic 842. The Partnership has elected not to record any leases with the terms of the respective sales agreements. In addition, revenues are not recognized until sales prices are fixed12 months 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 revenuesless 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 amountssheet.
Balances related to operating leases are included in ratesoperating lease ROU assets, accrued and recovered from or refunded to customers. Management’s assessmentother current liabilities, operating lease current liabilities and non-current operating lease liabilities in our consolidated balance sheets. Finance leases represent a small portion of the probabilityactive lease agreements and are included in finance lease ROU assets, current maturities of recoverylong-term debt and long-term debt, less current maturities in our consolidated balance sheets. The ROU assets represent the Partnership’s right to use an underlying asset for the lease term and lease liabilities represent the obligation of the Partnership to make minimum lease payments arising from the lease for the duration of the lease term.
Most leases include one or pass throughmore options to renew, with renewal terms that can extend the lease term from one to 20 years or greater. The exercise of regulatorylease renewal options is typically at the sole discretion of the Partnership and lease extensions are evaluated on a lease-by-lease basis. Leases containing early termination clauses typically require the agreement of both parties to the lease. At the inception of a lease, all renewal options reasonably certain to be exercised are considered when determining the lease term. The depreciable life of lease assets and liabilities will require judgment and interpretationleasehold improvements are limited by the expected lease term.
To determine the present value of laws and regulatory commission orders. If, for any reason,future minimum lease payments, we cease to meetuse the criteria for application of regulatory accounting treatment for all or partimplicit rate when readily determinable. Presently, because many of our operations,leases do not provide an implicit rate, the regulatoryPartnership applies its incremental borrowing rate based on the information available at the lease commencement date to determine the present value of minimum lease payments. The operating and finance lease ROU assets include any lease payments made and liabilities relatedexclude lease incentives.
Minimum rent payments are expensed on a straight-line basis over the term of the lease. In addition, some leases require additional contingent or variable lease payments, which are based on the factors specific to those portions ceasing to meet such criteria would be eliminated from the consolidated balance sheetindividual agreement. Variable lease payments the Partnership is typically responsible for the period in which the discontinuanceinclude payment of regulatory accounting treatment occurs.real estate taxes, maintenance expenses and insurance.
For short-term leases (leases that have term of twelve months or less upon commencement), lease payments are recognized on a straight-line basis and no ROU assets are recorded.
Accounting for Derivative Instruments and Hedging Activities.  ETP utilizesActivities.  We utilize various exchange-traded and over-the-counterOTC commodity financial instrument contracts to limit theirour exposure to margin fluctuations in natural gas, NGL, crude oil 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 designateswe 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.
If ETP designateswe designate a hedging relationship as a fair value hedge, theywe record the changes in fair value of the hedged asset or liability in cost of products sold in theour 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 utilizesWe 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,”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 Unitsour 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, Goodwill, Intangible Assets and Goodwill.Investments in Unconsolidated Affiliates.  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 of an investment in an unconsolidated affiliate is recognized when circumstances indicate that a decline in the investment value is other than temporary. 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.
The Partnership determined the fair value of its 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.
One key assumption for the measurement of an impairment is management’s estimate of future cash flows and EBITDA. These estimates are based on the annual budget for the upcoming year and forecasted amounts for multiple subsequent years. The annual budget process is typically completed near the annual goodwill impairment testing date, and management uses the most recent information for the annual impairment tests. The forecast is also subjected to a comprehensive update annually in conjunction with the annual budget process and is revised periodically to reflect new information and/or revised expectations. The estimates of future cash flows and EBITDA are subjective in nature and are subject to impacts from the business risks described in “Item 1A. Risk Factors.” Therefore, the actual results could differ significantly from the amounts used for goodwill impairment testing, and significant changes in fair value estimates could occur in a given period. Such changes in fair value estimates could result in additional impairments in future periods; therefore, the actual results could differ significantly from the amounts used for goodwill impairment testing, and significant changes in fair value estimates could occur in a given period, resulting in additional impairments. 
Management does not believe that any of the goodwill balances in its reporting units is currently at significant risk of impairment; however, of the $5.2 billion of goodwill on the Partnership’s consolidated balance sheet as of December 31, 2019, approximately $380 million is recorded in reporting units for which the estimated fair value exceeded the carrying value by less than 20% in the most recent quantitative test.

During the year ended December 31, 2019, the Partnership recorded the following impairments:
•
A $12 million impairment was recorded related to the goodwill associated with the Partnership’s Southwest Gas operations within the interstate segment primarily due to decreases in projected future revenues and cash flows. Additionally, the Partnership recorded a $9 million impairment related to the goodwill associated with the Partnership’s North Central operations within the midstream segment primarily due to changes in assumptions related to projected future revenues and cash flows.
Sunoco LP recognized a $47 million write-down on assets held for sale related to its ethanol plant in Fulton, New York.
USAC also recognized a $6 million fixed asset impairment related to certain idle compressor assets.
During the year ended December 31, 2018, the Partnership recorded the following impairments:
a $378 million impairment was recorded related to the goodwill associated with the Partnership’s Northeast operations within the midstream segment primarily due to changes in assumptions related to projected future revenues and cash flows from the dates the goodwill was originally recorded. These changes in assumptions reflect delays in the construction of third-party takeaway capacity in the Northeast. Additionally, the Partnership recorded asset impairments of $4 million related to our midstream operations and asset impairments $9 million related to our crude operations idle leased assets.
•
Sunoco LP also recognized a $30 million impairment charge on its contractual rights primarily due to decreases in projected future revenues and cash flows from the date the intangible assets were originally recorded.
USAC also recognized a $9 million fixed asset impairment related to certain idle compressor assets.
During the year ended December 31, 2017, the Partnership recorded the following impairments:
a $223 million impairment was recorded related to the goodwill associated with CDM. In January 2018, the Partnership announced the contribution of CDM to USAC. Based on the Partnership’s anticipated proceeds in the contribution transaction, the implied fair value of the CDM reporting unit was less than the Partnership’s carrying value. As the Partnership believes that the contribution consideration also represented an appropriate estimate of fair value as of the 2017 annual impairment test date, the Partnership recorded an impairment for the difference between the carrying value and the fair value of the reporting unit.
a $262 million impairment was recorded related to the goodwill associated with the Partnership’s interstate transportation and storage reporting units, and a $229 million impairment was recorded related to the goodwill associated with the general partner of Panhandle in the all other segment. These impairments were due to a reduction in management’s forecasted future cash flows from the related reporting units, which reduction reflected the impacts discussed in “Results of Operations” above, along with the impacts of re-contracting assumptions related to future periods.
•
a $79 million impairment was recorded related to the goodwill associated the Partnership’s refined products transportation and services reporting unit. Subsequent to the Sunoco Logistics Merger, the Partnership restructured the internal reporting of legacy Sunoco Logistics’ business to be consistent with the internal reporting of legacy ETO. Subsequent to this reallocation the carrying value of certain refined products reporting units was less than the estimated fair value due to a reduction in management’s forecasted future cash flows from the related reporting units, and the goodwill associated with those reporting units was fully impaired. No goodwill remained in the respective reporting units subsequent to the impairment.
•
a $127 million impairment of property, plant and equipment related to Sea Robin primarily due to a reduction in expected future cash flows due to an increase during 2017 in insurance costs related to offshore assets.
a $141 million impairment of the Partnership’s equity method investment in FEP. The Partnership concluded that the carrying value of its investment in FEP was other than temporarily impaired based on an anticipated decrease in production in the Fayetteville basin and a customer re-contracting with a competitor during 2017.
a $172 million impairment of the Partnership’s equity method investment in HPC primarily due to a decrease in projected future revenues and cash flows driven be the bankruptcy of one of HPC’s major customers in 2017 and an expectation that contracts expiring in the next few years will be renewed at lower tariff rates and lower volumes.
For 2017, Sunoco LP also recognized impairments of $404 million, of which $119 million was allocated to continuing operations, as discussed further below.
Except for the 2017 impairment of the goodwill associated with CDM, as discussed above, the goodwill impairments recorded by the Partnership during the years ended December 31, 2019, 2018 and 2017 represented all of the goodwill within the respective reporting units.
During 2017, Sunoco LP announced the sale of a majority of the assets in its retail and Stripes reporting units. These reporting units include the retail operations in the continental United States but excludes the retail convenience store operations in Hawaii

that comprise the Aloha reporting unit. Upon the classification of assets and related liabilities as held for sale, Sunoco LP’s management applied the measurement guidance in ASC 360, Property, Plant and Equipment.Equipment, to calculate the fair value less cost to sell of the disposal group. In accordance with ASC 360-10-35-39, Sunoco LP’s management first tested the goodwill included within the disposal group for impairment prior to measuring the disposal group’s fair value less the cost to sell. In the determination of the classification of assets held for sale and the related liabilities, Sunoco LP’s management allocated a portion of the goodwill balance previously included in the Sunoco LP retail and Stripes reporting units to assets held for sale based on the relative fair values of the business to be disposed of and the portion of the respective reporting unit that will be retained in accordance with ASC 350-20-40-3.
Sunoco LP recognized goodwill impairments of $387 million in 2017, of which $102 million was allocated to continuing operations,primarily due to changes in assumptions related to projected future revenues and cash flows from the dates the goodwill was originally recorded.
Additionally, Sunoco LP performed impairment tests on its indefinite-lived intangible assets during the fourth quarter of 2017 and recognized a total of $17 million in impairment charges on their contractual rights and liquor licenses primarily due to decreases in projected future revenues and cash flows from the date the intangible assets were originally recorded.
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 capitalizeswe 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 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 obligationARO 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 obligationsAROs as of December 31, 20162019 and 2015,2018, 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. ETC Sunoco Inc. has legal asset retirement obligationsAROs 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, ETC Sunoco Inc. is legally or contractually required to abandon in place or remove the asset. Sunoco Logistics believes itWe believe we may have additional asset retirement obligationsAROs related to itsETC Sunoco’s pipeline assets and storage tanks, for which it is not possible to estimate whether or when the retirement obligationsAROs will be settled. Consequently, these retirement obligationsAROs cannot be measured at this time. Sunoco LP has AROs related to the estimated future cost to remove underground storage tanks.
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-livedOther non-current assets related to AROs aggregated $14on the Partnership’s consolidated balance sheet included $31 million and $18$26 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, 20162019 and 2015,2018, 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. ETPETO 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, ETPETO 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’sETO’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 The Partnership’s consolidated balance sheet reflected $320 million in environmental remediation losses will be incurred. Ataccruals as of 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.2019.
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. ETEET 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$936 million have been included in ETE’sET’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.2019. The state NOL carryforward benefits of $127$149 million (net($118 million net of federal benefit) begin to expire in 20172020 with a substantial portion expiring between 20292033 and 2036. The2039. ET’s corporate subsidiaries have federal NOLs of $835 million$3.42 billion ($292718 million in benefits) of which $1.3 billion will expire between 2031 and 2037. Any federal NOL generated in 20322018 and 2035.future years can be carried forward indefinitely. Federal tax alternative minimum tax credit carryforwards of $52$15 million remained at December 31, 2016.2019. We have determined that a valuation allowance totaling $118$62 million (net($49 million net of federal income tax effects) is required for the state NOLs atas of December 31, 20162019 primarily due to significant restrictions on their use in the Commonwealth of Pennsylvania. A separate valuation allowance of $46 million

is attributable to foreign tax credits. 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 based 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 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 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 NGL and crude derivative swap contracts to hedge forecasted sales of NGL and condensate 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 NGL. These contracts are not designated as hedges for accounting purposes.
We use derivativesutilize swaps, futures and other derivative instruments to mitigate the risk associated with market movements in our liquids transportationthe price of refined products and operationsNGLs 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,We use futures and other derivative instrumentsswaps to mitigate the risk associated with market movementsachieve 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 refined products and NGLs.a portion of natural gas purchases or sales. 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 segment’s 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 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.

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, 20162019 and 20152018 for ETPETO and Sunoco LP, including derivatives related to their respective subsidiaries.

Dollar amounts are presented in millions.
December 31, 2016 December 31, 2015December 31, 2019 December 31, 2018
Notional Volume Fair Value Asset (Liability) Effect of Hypothetical 10% Change Notional Volume Fair Value Asset (Liability) Effect of Hypothetical 10% ChangeNotional 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):           
Natural Gas (BBtu):           
Fixed Swaps/Futures(682,500) $—
 $—
 (602,500) $(1) $—
1,483
 $—
 $—
 468
 $—
 $—
Basis Swaps IFERC/NYMEX(1)
2,242,500
 (1) —
 (31,240,000) (1) —
Basis Swaps IFERC/NYMEX(1)(35,208) 2
 5
 16,845
 7
 1
Options – Puts—
 —
 —
 10,000
 —
 —
Power (Megawatt):                      
Forwards391,880
 (1) 1
 357,092
 —
 2
3,213,450
 6
 8
 3,141,520
 6
 8
Futures109,564
 —
 —
 (109,791) 2
 —
(353,527) 1
 2
 56,656
 —
 —
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
Options – Puts51,615
 1
 —
 18,400
 —
 —
Options – Calls(2,704,330) 1
 —
 284,800
 1
 —
Crude (MBbls) – Futures—
 —
 —
 —
 —
 —
(Non-Trading)                      
Natural Gas (MMBtu):           
Natural Gas (BBtu):           
Basis Swaps IFERC/NYMEX10,750,000
 2
 —
 (6,522,500) —
 —
(18,923) (35) 15
 (30,228) (52) 13
Swing Swaps IFERC(5,662,500) (1) 1
 71,340,000
 (1) —
(9,265) —
 4
 54,158
 12
 —
Fixed Swaps/Futures(52,652,500) (27) 19
 (14,380,000) (1) 5
(3,085) (1) 1
 (1,068) 19
 1
Forward Physical Contracts(22,492,489) 1
 —
 21,922,484
 4
 5
(13,364) 3
 3
 (123,254) (1) 32
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
NGL (MBbls) – Forwards/Swaps(1,300) (18) 18
 (2,135) 67
 67
Crude (MBbls) – Forwards/Swaps4,465
 13
 2
 20,888
 (60) 29
Refined Products (MBbls) – Futures(2,473) (2) 16
 (1,403) (8) 6
Corn (thousand bushels)(1,210) —
 —
 (1,920) —
 1
Fair Value Hedging Derivatives                      
(Non-Trading)                      
Natural Gas (MMBtu):           
Natural Gas (BBtu):           
Basis Swaps IFERC/NYMEX(36,370,000) 2
 1
 (37,555,000) —
 —
(31,780) 1
 7
 (17,445) (4) —
Fixed Swaps/Futures(36,370,000) (26) 14
 (37,555,000) 73
 9
(31,780) 23
 7
 (17,445) (10) 6
(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 belowabove 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 portfoliosportfolio 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, we2019, our subsidiaries had $11.60$7.97 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$80 million 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 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 rate on a portion of anticipated debt issuances.

The following table summarizes our interest rate swaps outstanding, (dollars in millions), none of which arewere designated as hedges for accounting purposes:purposes (dollar amounts presented in millions):
  
     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
Term 
Type(1)
 Notional Amount Outstanding
December 31, 2019 December 31, 2018
March 2019 Pay a floating rate and receive a fixed rate of 1.42% $—
 $300
July 2019 (2)
 Forward-starting to pay a fixed rate of 3.56% and receive a floating rate —
 400
July 2020 (2)(3)
 Forward-starting to pay a fixed rate of 3.52% and receive a floating rate 400
 400
July 2021 (2)
 Forward-starting to pay a fixed rate of 3.55% and receive a floating rate 400
 400
July 2022 (2)
 Forward-starting to pay a fixed rate of 3.80% and receive a floating rate 400
 —
(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.
(3)
The July 2020 interest rate swaps were terminated in January 2020.
A hypothetical change of 100 basis points in interest rates for these interest rate swaps would result in a net change in the fair value of the interest rate derivatives and earnings (recognized in gains (losses) on interest rate derivatives) of approximately $202$327 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.2019. 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,industrial end-users, oil and gas producers, municipalities, gas and electric utilities, midstream companies, and independent power generators and fuel distributors.generators. 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 PresidentChief Executive Officer 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 RuleRules 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 PresidentChief Executive Officer and Group Chief Financial Officer of our General Partner, concluded that our disclosure controls and procedures were adequate and effective as of December 31, 2016.2019.
Management’s Report on Internal Control over Financial Reporting
The management of Energy Transfer Equity, L.P.LP 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 PresidentChief Executive Officer 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 Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO Framework”).
On December 5, 2019, ET acquired SemGroup. Management acknowledges that it is responsible for establishing and maintaining a system of internal controls over financial reporting for SemGroup. We are in the process of integrating SemGroup, and we therefore have excluded SemGroup from our December 31, 2019 assessment of the effectiveness of internal controls over financial reporting. SemGroup had total assets of $6.1 billion as of December 31, 2019 and third party revenues of $181 million from December 5, 2019 to December 31, 2019, which are included in our consolidated financial statements as of and for the year ended December 31, 2019. The impact of the acquisition of SemGroup has not materially affected and is not expected to materially affect our internal control over financial reporting. As a result of these integration activities, certain controls are being evaluated and may be changed. We believe, however, that we will be able to maintain sufficient controls over the substantive results of our financial reporting throughout this integration process.
Based on our evaluation under the COSO framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2016.2019.
Grant Thornton LLP, an independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 31, 2016,2019, as stated in their report, which is included herein.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PartnersBoard of Directors of LE GP, LLC and
Unitholders of Energy Transfer Equity, L.P.LP
Opinion on internal control over financial reporting
We have audited the internal control over financial reporting of Energy Transfer Equity, L.P.LP (a Delaware limited partnership) and subsidiaries (the “Partnership”) as of December 31, 2016,2019, based on criteria established in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)(“COSO”). In our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, 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) (“PCAOB”), the consolidated financial statements of the Partnership as of and for the year ended December 31, 2019, and our report dated February 21, 2020 expressed an unqualified opinion on those financial statements.
Basis for opinion
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 are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. 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.
Our audit of, and opinion on, the Partnership’s internal control over financial reporting does not include the internal control over financial reporting of SemGroup, a consolidated subsidiary, whose financial statements reflect total assets and revenues constituting 6.1 and 0.3 percent, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2019. As indicated in Management’s Report on Internal Control over Financial Reporting, SemGroup was acquired during 2019. Management’s assertion on the effectiveness of the Partnership’s internal control over financial reporting excluded internal control over financial reporting of SemGroup.
Definition and limitations of internal control over financial reporting
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.

deteriorate.
/s/ GRANT THORNTON LLP
Dallas, Texas
February 24, 201721, 2020

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, 20162019 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,general partner, LE GP, LLC, manages and directs all of our activities. The officers and directors of ETEET are officers and directors of LE GP, LLC. The members of our General Partnergeneral partner elect our General Partner’sgeneral partner’s Board of Directors. The board of directors of our General Partnergeneral partner has the authority to appoint our executive officers, subject to provisions in the limited liability company agreement of our General Partner.general partner. Pursuant to other authority, the board of directors of our General Partnergeneral 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,January 1, 2020, our Board of Directors wasis comprised of seven10 persons, threefour of whom qualify as “independent” under the NYSE’s corporate governance standards. We have determined that Messrs. Anderson, Brannon, TurnerGrimm and WilliamsWashburne 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 Partnergeneral 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 Partnergeneral 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,Chief Executive Officer, who reports to the Board of Directors, has day-to-day risk management responsibilities. Our PresidentChief Executive Officer 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 2016,2019, our President and CFOChief Executive Officer 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 Partnergeneral 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 Partnergeneral 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“Item 1A. Risk FactorsFactors” 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 TurnerMichael K. Grimm qualified as an audit committee financial expert during 2016.2019. A description of the qualifications of Mr. TurnerGrimm 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 ETEET be included in ETE’sET’s Annual Report on Form 10-K for the year ended December 31, 2016.2019.
The Board of Directors adopts the charter for the Audit Committee. Steven R. Anderson, Richard D. Brannon and Michael K. Rick Turner and William P. WilliamsGrimm 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 CharterMessrs. Anderson, Grimm and Washburne serve as members 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.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 ETEET did not have a compensation committee.
The responsibilities of the ETEET Compensation Committee include, among other duties, the following:
annually review and approve goals and objectives relevant to compensation of our PresidentCEO and CFO, if applicable;
annually evaluate the PresidentCEO and CFO’s performance in light of these goals and objectives, and make recommendations to the Board of Directors with respect to the PresidentCEO 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’sET’s equity incentive plans;
periodically evaluate the terms and administration of ETE’sET’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’sET’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 and CFO or executive officer compensation; and

perform other duties as deemed appropriate by the Board of Directors of ETP.Directors.
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.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.,LP 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 Partnergeneral partner as of February 24, 2017.21, 2020. Executive officers and directors are elected for indefinite terms.
Name Age Position with Our General Partner
John W. McReynolds66
Director and President
Kelcy L. Warren 6164

 DirectorChief Executive Officer and Chairman of the Board (Principal Executive Officer)
Thomas E. Long 6063

 Group Chief Financial Officer (Principal Financial Officer) and Director
Marshall S. (Mackie) McCrea, III 5760

 Director and GroupPresident, Chief OperatingCommercial 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 6164

Chief Operating Officer and Director
Thomas P. Mason63
Executive Vice President, General Counsel and President - LNG
John W. McReynolds69
Special Advisor and Director
A. Troy Sturrock49
Senior Vice President and Controller (Principal Accounting Officer)
Steven R. Anderson70
 Director
K. Rick TurnerRichard D. Brannon 5861

 Director
William P. WilliamsRay C. Davis 7978

Director
Michael K. Grimm65
Director
James R. (Rick) Perry69
Director
Ray W. Washburne59
 Director
Messrs. Warren, McCrea and McCreaRamsey also serve as directors of ETP’s General Partner. Messrs.the board of ETO’s general partner. Mr. Ramsey and Turner serveserves as directorschairman of the board of the general partner of Sunoco LP.LP, and Mr. Long serves as a director of the board of the general partners of Sunoco LP and of USAC. Mr. Mason serves as a director of the general partner of USAC.
Set forth below is biographical information regarding the foregoing officers and directors of our General Partner: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 serves as Chairman and Chief Executive Officer of our general partner. He was appointed Co-Chairman of the Board of Directors of our General Partner, LE GP, LLC,general partner, effective upon the closing of our IPO. OnIPO, and in August 15, 2007, Mr. Warrenhe became the sole Chairman of the Board of our General Partnergeneral partner and the Chief Executive Officer and Chairman of the Board of the General Partnergeneral partner of ETP.ETO. Prior to that, Mr. Warren had served as Co-Chief Executive Officer and Co-Chairman of the Board of the General Partnergeneral partner of ETPETO 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 servesserved as the Chief Executive Officer of the General Partner of ETC OLP.PennTex Midstream Partners, LP’s general partner from November 2016 to July 2017. Prior to the combination of the operations of ETPETO and Heritage Propane, Mr. Warren served as President of the General Partnergeneral partner of ET Company I, Ltd. the entity that operated ETP’sETO’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 2530 years of business experience in the energy industry. The members of our General Partnergeneral partner selected Mr. Warren to serve as a director and as Chairman because he is ETP’sETO’s Chief Executive Officer and has more than 2530 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 ishas served as the Group Chief Financial Officer of ETEour general partner since February 2016.2016 and a director of our general partner since April 2019. Mr. Long hasalso served as the Chief Financial Officer and as a director of PennTex Midstream Partners, LP’s general partner sincefrom November 2016.2016 to July 2017. Mr. Long previously servedalso serves as Chief Financial Officer of ETPETO and aswas previously 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.Colorado. 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. Mr. Long has served as a director of Sunoco LP since May 2016, and as Chairman of the Board of USAC since April 2018. Mr. Long was selected to serve on our Board of Directors because of his understanding of energy-related corporate finance gained through his extensive experience in the energy industry.

Marshall S. (Mackie) McCrea, III.  Mr. McCrea was appointed as a Directoris the President and Chief Commercial Officer of our general partner, having served in December 2009. He isthat role since October 2018 following the merger of Energy Transfer Equity, L.P. and Energy Transfer Partners, L.P. Prior to that time, he had been the Group Chief Operating Officer and Chief Commercial Officer forof the Energy Transfer family and has served in that capacity since November 2015. Mr. McCrea has served on the Board of Directors of our general partner since December 2009. Mr. McCrea was appointed as a director of PennTex Midstream Partners, LP’sthe general partner since November 2016.of ETO in December 2009. Prior to that, he served as President and Chief Operating Officer of ETP’sETO’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 presidentPresident of ETC OLP. Prior to the combination of the operations of ETC OLP and HOLP, Mr. McCrea servedLa Grange Acquisition LP, ETO’s primary operating subsidiary, after serving as the Senior Vice President – BusinessPresident-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 onserved as the Chairman of the Board of Directors of the general partner of ETE, of Sunoco Logistics and of Sunoco LP.from October 2012 to April 2017. The members of our General Partnergeneral partner selected Mr. McCrea to serve as a director because he brings extensive project development and operationsoperational 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’sET’s general partner onin July 17, 2012 and as a director of ETP’sETO’s general partner onin November 9, 2015. Mr. Ramsey has been the Chief Operating Officer or our general partner since October 2018 following the merger of Energy Transfer Equity, L.P. and Energy Transfer Partners, L.P., and currently serves as President and Chief Operating Officer of ETP’sETO’s general partner since November 2015. Mr. Ramsey hasalso served as President and Chief Operating Officer and Chairman of the board of directors of PennTex Midstream Partners, LP’s general partner sincefrom November 2016.2016 to July 2017. Mr. Ramsey is also a director of Sunoco LP, servinghaving served as chairman of Sunoco LP’s board since April 2015.2015, and of USAC, having served on that board since April 2018. 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 currentlypreviously served as a director of RSP Permian, Inc. (NYSE: RSPP), where he serves as chairman of the compensation committee and as a member ofserved on the audit committee.and compensation committees. 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 Partnergeneral 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.  Thomas P. Mason.Mr. TurnerMason became Executive Vice President and General Counsel of the general partner of ET in December 2015, and has served as the Executive Vice President, General Counsel and President - LNG since October 2018 following the merger of Energy Transfer Equity, L.P. and Energy Transfer Partners, L.P. Mr. Mason also served as a director of PennTex Midstream Partners, LP’s general partner from November 2016 to July 2017. Mr. Mason previously served as Senior Vice President, General Counsel and Secretary of ETO’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 ETO, 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 served on the Board of Directors of the general partner of Sunoco Logistics from October 2012 to April 2017 and has served on the Board of Directors of USAC since April 2018.
John W. McReynolds.  Mr. McReynolds became Special Advisor to ET in October 2018. Prior to that time, Mr. McReynolds served as our President from March 2005 until October 2018. He has served 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 ETO’s general partner from August 2001 through May 2010. Mr. McReynolds has been in the energy industry for his entire career. Prior to joining Energy Transfer, 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.
A. Troy Sturrock. Mr. Sturrock is the Senior Vice President and Controller of our general partner having assumed that role in October 2018 following the merger of Energy Transfer Equity, L.P. and Energy Transfer Partners, L.P. He has served as the Senior Vice President and Controller of the general partner of ETO since August 2016 and previously served as Vice President and Controller of our General Partner since October 2002.beginning in June 2015. Mr. Turner currentlySturrock also served as a Senior Vice President of PennTex Midstream Partners, LP’s general partner, from November 2016 until July 2017, and as its Controller and Principal Accounting Officer from January 2017 until July 2017. Mr. Sturrock previously served as Vice President and Controller of Regency GP LLC from February 2008, and in November 2010 was appointed as the principal accounting officer. From June 2006 to February 2008, Mr. Sturrock served as the Assistant Controller and Director of financial reporting and tax for Regency GP LLC. Mr. Sturrock is a Certified Public Accountant.

Steven R. Anderson. Mr. Anderson was elected to the Board of Directors of our general partner in June 2018 and serves on the audit committee and compensation committee. Mr. Anderson began his career in the energy business in the early 1970's with Conoco in the Permian Basin area. He then spent some 25 years with ANR Pipeline and its successor, The Coastal Corporation, as chaira natural gas supply and midstream executive. He later was Vice President of Commercial Operations with Aquila Midstream and, upon the sale of that business to Energy Transfer in 2002, he became a part of the Compensation Committeemanagement team there. For the six years prior to his retirement from Energy Transfer in October 2009, he served as Vice President of Mergers and Acquisitions. Since that time, he has been involved in private investments and has served on the boards of directors of the St. John Health System and Saint Simeon's Episcopal Home in Tulsa, Oklahoma, as well as various other community and civic organizations. Mr. Anderson also served as a member of the Audit Committee. Mr. Turner is also a directorboard of directors 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 AmeriGasLogistics Partners L.P. Mr. Turner earned his B.S.B.A. from the University of Arkansas and is a non-practicing Certified Public Accountant.October 2012 until April 2017. The members of our General Partnergeneral partner selected Mr. TurnerAnderson to serve on our Board of Directors based on his experience in the midstream energy industry generally, and his knowledge of Energy Transfer’s business specifically. Mr. Anderson also brings recent experience on audit and compensation committees of another publicly traded partnership.
Richard D. Brannon. Mr. Brannon was appointed to the Board of Directors of our general partner in March 2016 and has served as the Chairman of the audit committee snice April 2016. Mr. Brannon is the CEO of CH4 Energy II, CH4 Energy Six, and CH4 Energy-Finley Utah, LLC, all independent companies focused on horizontal oil and gas development. Mr. Brannon previously served on the board of directors of WildHorse Resource Development from its IPO in December 2016 until June 2018. Mr. Brannon also formerly served on the Board of Directors and as a member of the audit committee and compensation committee of Sunoco LP, Regency, OEC Compression and Cornerstone Natural Gas Corp. He has over 35 years of experience in the energy business, having started his backgroundcareer in corporate finance and accounting,1981 with Texas Oil & Gas. The members of our general partner selected Mr. Brannon to serve as director based on his knowledge of the energy industry and his experience as a director and audit and compensation committee member for other public companies.
Ray C. Davis. Mr. Davis was appointed to the Board of Directors of the general partner of Energy Transfer LP in July 2018 and served on the boardsBoard of several other companies.Directors of Energy Transfer Partners, L.L.C. from February 2018 until July 2018. From February 2013 until February 2018, Mr. Davis was an independent investor. He has also been a principal owner, and served as co-chairman of the board of directors, of the Texas Rangers major league baseball club since August 2010. Mr. Davis previously served on the Board of Directors of Energy Transfer LP (formerly Energy Transfer Equity, L.P.), effective upon the closing of its IPO in February 2006 until his resignation in February 2013. Mr. Davis also served as ETO’s Co-Chief Executive Officer from the combination of the midstream and transportation operations and the retail propane operations in January 2004 until his retirement from these positions in August 2007, and as the Co-Chairman of the Board of Directors of our general partner from January 2004 until June 2011. Mr. Davis also held various executive positions with Energy Transfer prior to 2004. From 1996 to 2000, he served as a Director of Crosstex Energy, Inc. From 1993 to 1996, he served as Chairman of the Board of Directors and Chief Executive Officer of Cornerstone Natural Gas, Inc. Our general partner selected Mr. Davis to serve as director based on his over 40 years of business experience in the energy industry and his expertise in the Partnership’s asset portfolio.
William P. Williams.
Michael K. Grimm.Mr. WilliamsGrimm was appointed to the Board of Directors of our general partner in October 2018, and has served on the audit committee and compensation committee since that time. Prior to that time, Mr. Grimm served as a director of ETO’s general partner beginning in December 2005, and served on the audit and compensation committee during that time. Mr. Grimm is one of the original founders of Rising Star Energy, L.L.C., a privately held upstream exploration and production company active in onshore continental United States, and served as its President and Chief Executive Officer from 1995 until 2006 when it was sold. Mr. Grimm is currently President of Rising Star Petroleum, LLC. Mr. Grimm was formerly Chairman of the Board of RSP Permian, Inc. (NYSE: RSPP) from January 2014 until June 2018 and since November 2018 has served on the Board of Directors of Anadarko Petroleum Corporation (NYSE: APC). Prior to the formation of Rising Star, Mr. Grimm was Vice President of Worldwide Exploration and Land for Placid Oil Company from 1990 to 1994. Prior to joining Placid Oil Company, Mr. Grimm was employed by Amoco Production Company for thirteen years where he held numerous positions throughout the exploration department in Houston, New Orleans and Chicago. Mr. Grimm has been an active member of the Independent Petroleum Association of America, the American Association of Professional Landmen, Dallas Producers Club, Houston Producers Forum, Fort Worth Wildcatters and the All-American Wildcatters. He has a B.B.A. from the University of Texas at Austin. The members of our general partner selected Mr. Grimm to serve as a director because of his extensive experience in the energy industry and his service as a senior executive at several energy-related companies, in addition to his contacts in the industry gained through his involvement in energy-related organizations.
James R. (Rick) Perry. Mr. Perry was appointed to the Board of Directors of our general partner in January 2020. He formerly served as U.S. Secretary of Energy from March 20122017 until December 2019. Prior to that, he served as the Governor of the State of Texas from 2000 until January 2015. Mr. Perry served as Lieutenant Governor of Texas from 1998 to 2000, and currently servesas Agriculture Commissioner from 1991 to 1998. Prior to 1991, he also served in the Texas House of Representatives. Mr. Perry previously served on the Board of Directors of Energy Transfer Operating, L.P. (formerly Energy Transfer Partners, L.P.) from February 2015 until December 2016. The members of our general partner selected Mr. Perry to serve as a director because of his vast experience as an executive in the highest office of state government. In addition, Mr. Perry has been involved in finance and budget planning processes throughout his career in government as a member of the Audit Committee.Texas House Appropriations Committee, the Legislative Budget Board and as Governor.
Ray W. Washburne. Mr. Williams beganWashburne was appointed to the Board of Directors of our general partner in April 2019.  He is currently President and Chief Executive Officer of Charter Holdings, Inc., a Dallas-based investment company involved in real estate, restaurants and diversified financial investments.  In addition, he currently serves on the President’s Intelligence Advisory Board (PIAB).  From August 2017 to February 2019, Mr. Washburne served as the President and Chief Executive Officer of the Overseas Private Investment Corporation (OPIC), the United States government’s development finance institution.  From 2000 to 2017, Mr. Washburne served on the board of directors of Veritex Holdings, Inc. (Nasdaq: VBTX), a Texas -based bank holding company that conducts banking activities through its subsidiary, Veritex Community Bank.  He has also served as an adjunct professor at the Cox School of Business at Southern Methodist University.  Mr. Washburne is also a member of the Republican Governors Association Executive Roundtable, the American Enterprise Institute, the Council on Foreign Relations, and is on the Advisory Board of the United States Southern Command. The members of our general partners selected Mr. Washburne to serve on the Board of Directors because of his careerexpertise in international finance, his relationships in government, and his experience on the oil and gas industry in 1967 with Texas Power and Light Company as Managerboard 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.publicly traded company.
Compensation of the General Partner
Our General Partnergeneral partner does not receive any management fee or other compensation in connection with its management of the Parent Company.Partnership.
Delinquent Section 16(a) Beneficial Ownership Reporting ComplianceReports
Section 16(a) of the Securities Exchange Act of 1934 requires our officers andthe directors and executive officers of our general partner, as well as persons who own more than 10%ten percent of a registered class of our equity securities,the common units representing limited partnership interests in us, to file reports of beneficial ownership and changes in beneficialof ownership on Forms 3, 4 and 5 with the SEC. Officers, directors and greater than 10% Unitholders are required byThe SEC regulations to furnish the General Partner withalso require that copies of allthese Section 16(a) forms.
reports be furnished to us by such reporting persons. Based solely on ourupon a review of the copies of such forms received by us, or written representations from certain reporting persons,these reports, we believe that during the year ended December 31, 2016, all filing requirements applicable to our officers, directors, and greater than 10% beneficial ownersSection 16(a) reports were mettimely filed 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, 2016.2019.

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.ETO.
Compensation Discussion and Analysis
Named Executive Officers
ETEET 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’sET’s management functions. As a result, the executive officers of our General Partner are essentially ETE’sET’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, theThe persons we refer to in this discussion as our “named executive officers” are the following:
ETEKelcy L. Warren, Chairman and Chief Executive Officers
John W. McReynolds, President;
Jamie W. Welch, Former Group Chief Financial Officer and Head of Business Development;Officer;
Thomas E. Long, Chief Financial Officer and Group Chief Financial Officer of ETE’s general partner;Officer;
Marshall S. (Mackie) McCrea, III, Group Chief Operating OfficerPresident and Chief Commercial Officer;
Matthew S. Ramsey, Chief Operating Officer; and
Thomas P. Mason, Executive Vice President, General Counsel 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.— LNG.
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 its executive officers, including the named executive officers that provides for a slightly below the median market annual base compensation rate (i.e. approximately the 30th to 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’sthe Partnership’s financial performance objectives for a fiscal year set at the beginning of such fiscal year and the individual contributions of its executive officers, including the named executive officers to the success of ETPthe Partnership and the achievement of the annual financial performance objectives and (ii) the annual grant of time-based restricted unit or phantom unit awards under ETP’sthe Partnership’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 executive officers awards, including awards to the named executive officers’ award,officers, 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 ETPthe Partnership and/or the other affiliated partnerships pay to their respective unitholders.
The Partnership grants restricted unit and/or phantom 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 believePartnership believes 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 GPour General Partner 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 orETO Compensation Committee (prior to the ETP Compensation CommitteeEnergy Transfer Merger) and/or the compensation committee of the general partner of Sunoco Logistics and Sunoco LP, as applicable, all in consultation with theour General Partner, are responsible for the compensation policies and compensation level of our executive officers, including 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 collectivelycompensation committee as the “ETE“ET 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’sthe Partnership’s named executive officers, please see “– Compensation Tables” below.

Distributions to Our General Partner
Our General Partner is partially-ownedmajority-owned by certain of our current and prior named executive officers.Mr. Warren. 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”“at-risk,” compensation; and
reward individual performance.
Components of Executive Compensation
For the year ended December 31, 2016,2019, 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 restrictedrestricted/phantom unit awards under the equity incentive plan(s);
payment of distribution equivalent rights (“DERs”) on unvested time-based restricted unit awardawards under our equity incentive plan;
vesting of previously issued time-based restricted unit/unit and/or 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 ETEET 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 ETEET Compensation Committee also considers individual performance, levels of responsibility, skills and experience.
Periodically, the ETE or ETPET Compensation Committee engages a third-party consultant to provide a full market informationcompetitive compensation analysis 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”Longnecker”) evaluated the market competitiveness of total compensation levels of a number of officers of ETE, ETP and Sunoco Logisticsthe Partnership to provide market information with respect to compensation of those executives during the year ended December 31, 2015.2019. 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’sLongnecker specifically considered the larger size of the combined ETE and ETPET 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 withperspective. During 2019, Longnecker assisted in the development of the final “peer group” of both leading companies in the energy industry that most closely reflect ourthe profile of ET in terms of revenues, assets and market value as well as compete with uscompetition for talent at the senior management level and similarly situated general industry companies with similar revenues, assets and market value. In setting such peer group, the size of ET on a combined basis was considered. As part of the evaluation conducted by Longnecker, a determination was made to focus the analysis specifically on the energy industry peers. This decision was based on a determination that an energy industry peer group provided a more than sufficient amount of comparative data to consider and evaluate total compensation. This focus allowed Longnecker to report on specific industry related data comparing the levels of annual base salary, annual short-term cash bonus and long-term equity incentive awards at industry peer group companies with those of the named executive officers to ensure that compensation of the named executive officers is both consistent with the compensation philosophy and competitive with the compensation for executive officers of these other companies. The identified companies were:

Energy Peer Group:  
• Conoco Phillips • AnadarkoMarathon Petroleum Corporation
• Enterprise Products Partners, L.P. • Marathon Oil CorporationKinder Morgan, Inc.
• 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 & CompanyPhillips 66
The compensation analysis provided by Longnecker in 20152019 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 disclosures of peer companies, including 10-K and proxy data and published salary surveys.survey data from multiple sources that are relevant to ET’s peer group, industry, financial size and operational breadth. The Longnecker review process also included significant engagement with management to fully understand job scope, responsibilities and roles of each of the executive officers, which discussions allow Longnecker the ability to completely evaluate specific aspects of an executive officer’s position to allow for more accurate benchmarking.
The ETEFollowing Longnecker’s 2019 review, the ET Compensation Committee reviewed the information provided, by Longnecker, including Longnecker’s specific conclusions and recommended considerations for totalall 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.forward. The ETEET Compensation Committee considered and reviewed the results of the study performed by Longnecker to determine if the results indicated that ourthe 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” companiesobjectives and considered Longnecker’ sLongnecker’s conclusions and recommendations. While Longnecker found that ETEthe Partnership is achieving its stated objectives with respect to the “at-risk” approach, they also found that certain adjustments shouldcould be implementedconsidered moving forward to allow ETEthe Partnership to continue to achieve its targeted percentiles on base compensation and incentive compensation (short and long-term). Those adjustments are being considered by the ET Compensation Committee and management, and will, as deemed appropriate, be implemented.
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 respectaddition to the long-term incentive awardsinformation received as part of Longnecker’s 2019 review, 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 ETEET 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 andalso utilizes information obtained from other sources such as 2016 third party survey results, in its determination of compensation levels for executives, includingour named executive officers, such as annual third party surveys, although third party survey data is not used by the ET Compensation Committee to benchmark the amount of total compensation or any specific element of compensation for the named executive officers.
In addition to the 2019 compensation analysis for executive officers, . Longnecker did not provide any non-executive compensation services for ETE during 2016.also provided advice and feedback on certain other matters, including the appropriateness, targets and composition of the annual equity award pools and the annual bonus awards under the Energy Transfer Annual Bonus Plan (the “Bonus Plan”) and benchmarking on certain non-named executive officer hires and promotions.
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 4030th to 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 ETEET Compensation Committee which takesafter taking into account the recommendations of Mr. Warren, as the Chairman of the board of directors of our General Partner. Warren.
During the 20162019 merit review process, in July, the ETEET Compensation Committee considered the recommendations of Mr. Warren, the existing Longnecker study (with the data aged as appropriate) and the merit increase pool set for all employees of the Partnership and/or its employing affiliates. The ET Compensation Committee approved ana 3.5% increase to the base salary of Mr. McReynolds of 2%McCrea to $583,440$1,114,555 from its prior level of $572,000; a 2%$1,076,865; an approximately 10% base salary increase to Mr. Long to $459,000$600,000 from its prior

level of $545,900; a 3.5% base salary increase to Mr. Ramsey to $696,598 from its prior level of $450,000;$673,041; and a 2%3.5% base salary increase to Mr.

McCrea Mason to $1,020,000$631,396 from its prior level of $1,000,000; a 2%$610,044. Mr. Warren has voluntarily determined that his salary will be $1.00 per year (plus an amount sufficient to cover his allocated payroll deductions for health and welfare benefits), and, as such, did not receive any base salary or adjustment in 2019.
The 3.5% increase to Mr.Messrs. McCrea, Ramsey and Mason to $577,830 from its prior level of $566,500; andreflected 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 withsubstantially the 2%same as the annual merit increase pool set for all employees of ETEET and its affiliates for 2016 by2019. The 10% increase for Mr. Long was undertaken to continue the respectiveprocess to more closely align Mr. Long with the targeted total compensation committees.of similarly situated officers of peer group companies and the market data.
Annual Bonus.  In addition to base salary, the ETEET 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. AnnualBonus Plan.
The Bonus Plan is a discretionary annual cash bonus plan available to all employees, including the named executive officers. The purpose of the Bonus Plan is to reward employees for contributions towards the Partnership’s business goals and to aid in motivating employees. The Bonus Plan is administered by the ET Compensation Committee and the ET Compensation Committee has the authority to establish and interpret the rules and regulations relating to the Bonus Plan, to select participants, to determine and approve the size of any actual award amount, to make all determinations, including factual determinations, under the Bonus Plan, and to take all other actions necessary or appropriate for the proper administration of the Bonus Plan.
For each calendar year (the “Bonus Plan”“Performance Period”), the ET Compensation Committee will evaluate and determine an overall funded cash bonus pool based on achievement of (i) an internal Adjusted EBITDA target (“Adjusted EBITDA Target”), (ii) an internal distributable cash flow target (“DCF Target”) and (iii) performance of each department compared to the applicable departmental budget (“Departmental Budget Target”). The Adjusted EBITDA Target and the DCF Target are defined for purposes of the Bonus Plan using the same definitions as used in the Partnership’s audited financial statements included in its annual and quarterly filings on Forms 10-K and 10-Q for the terms Adjusted EBITDA and Distributable Cash Flow. The performance criteria are weighted 60% on the achievement of the Adjusted EBITDA Target, 20% on the achievement of the DCF Target and 20% on the achievement of the Departmental Budget Target (collectively, “Budget Targets”). The total amount of cash to be allocated to the funded bonus pool will range from 0% to 120% for each of the budgeted DCF Target and Adjusted EBITDA Target and will range from 0% to 100% of the Departmental Budget Target. The maximum funding of the bonus pool is 116% of the total pool target and to achieve such funding each of the Adjusted EBITDA and the DCF Target must achieve 120% funding and the Department Budget target must achieve its 100% target. While the funded bonus pool will reflect an aggregation of performance under each target, in the event performance under the Adjusted EBITDA Target is below 80% of its target, no bonus pool will be funded. If the bonus pool is funded, a participant may earn a cash award for the Performance Period based upon the level of attainment of the Budget Targets and his or her individual performance. Awards are paid in cash as soon as practicable after the end of the Performance Period but in no event later than two and one-half months after the end of the Performance Period.
While the achievement of the Budget Targets sets a bonus pool under the Bonus Plan, actual bonus awards are discretionary. These discretionary bonuses, if awarded, are intended to reward our named executive officers for the achievement of financial performance objectivesthe Budget Targets during the year for which the bonuses are awardedPerformance Period in light of the contribution of each individual to our profitability and success during such year. The ETEET Compensation Committee also considers the recommendation of our ChairmanMr. Warren in determining the specific annual cash bonus amounts for each of the named executive officers. The ETEET 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 onFor 2019, 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 ET Compensation Committee approved short-term annual cash bonus pool targets for Mr. McCrea of 160% of his annual base earnings and for Messrs. McReynolds, Long, McCrea,Ramsey and Mason and Whitehurst of 130%, 130%, 160%, 130%, and 125%, respectively, of their annual base earnings. WithThe named executive officer bonus pool targets remained the exception of Mr. Long, the targetssame for the other named executive officers2019 Performance Period as they were for 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 2016.2018 period.
In February 2017,2020, the ETPET Compensation Committee certified 20162019 performance results under the Bonus Plan, which resulted in a bonus payout of 95%100% of the bonus pool target, which reflected achievement of 93.9%100.3% of the internal EarningsAdjusted EBITDA Target, 99.7% of the DCF Target and 100% of101.6% or $13 million under the budget criteria.Department Budget Target. Based on the approved results, the ETEET Compensation Committee approved a cash bonus relating to the 20162019 calendar year to Messrs. McReynolds,McCrea, Long, McCrea,Ramsey, and Mason and Whitehurst in the amounts of $712,922, $560,865, $1,533,990, $706,067,$1,750,817, $900,000, $889,100 and $597,717,$805,900, respectively.
In approving the 20162019 bonuses of the named executive officers, the ETEET Compensation Committee took into account the achievement by the respective partnershipsPartnership of all of the targeted performance objectives for 20162019 and the individual performances of each of the named executive officers, as well as the study results of Longnecker and Towers Watson.officers. The cash bonuses awarded to each of the named executive officers for 20162019 performance were materially consistent with their applicable bonus pool targets.targets, except Mr. Long who received approximately 120% of his targeted bonus award in consideration of (i) a recommendation to increase his award by Mr. Warren in recognition of Mr. Long’s efforts on certain

key financial objectives during 2019 and (ii) a further alignment of Mr. Long with the targeted total compensation of similarly situated officers of peer group companies and the market data. As with base salary and equity awards, Mr. Warren does not accept or receive an annual bonus.
Equity Awards.  TheET maintains and operates (i) the Second Amended and Restated Energy Transfer EquityLP 2008 Incentive Plan (the “2008 Incentive Plan”); (ii) the Energy Transfer LP 2011 Long-Term Incentive Plan (“ETE(the “2011 Incentive Plan”) authorizes; the ETE(iii) Energy Transfer LP 2015 Long-Term Incentive Plan (the “2015 Plan”); (iv) the Amended and Restated Energy Transfer LP Long-Term Incentive Plan (the “ET Plan,” together with the 2008 Incentive Plan, the 2011 Incentive Plan and the 2015 Plan, the “ET Incentive Plans”). The ET Incentive Plans authorize the ET Compensation Committee, in its discretion, to grant awards, as applicable, under each respective plan of restricted units, phantom units, unit options, unit appreciation rights and other awards related to ETEET common units at such times and upon such terms and conditions as it may determine appropriate and in accordance with each such plan. For 2016, nogeneral guidelines as defined by the ET Incentive Plans. ET has generally used time-vested restricted units and/or phantom units as the vehicle for its annual equity awards were issued underto eligible employees, including the ETE Plan. Thenamed executive officers.
For 2019, the annual long-term incentive targets set by the ET Compensation Committee for the named executive officers otherwere 900% of annual base salary for Mr. McCrea and 500% of annual base salary for Messrs. Long, Ramsey and Mason. The targets of the named executive officers were the same as the prior year’s targets.
The annual long-term incentive targets are used as the basis to determine the target number of units to be awarded to the eligible participant, including the named executive officers. A multiple of base salary is used to set the pool target, that number is then divided by a weighted average price determined by considering ET’s modified total unitholder return “(TUR”) performance as measured against the average return of ET’s identified peer group over defined time periods. For purposes of establishing an initial price, ET utilizes a 60 trading-day trailing weighted average price of ET common units prior to November 1, 2019. This average trading price is then subject to adjustment when ET’s TUR is more than 5% greater or less than that of its identified peer group. If the TUR analysis yields a result that is within 5% percent of its identified peer group, the ET Compensation Committee will simply use the 60 trading day trailing weighted average price divided by the applicable salary multiple to establish a target pool for each eligible participant, including the named executive officers. If ET’s TUR is outside of the 5% deviation, the 60 trading day trailing weighted average will be adjusted up or down based on ET’s performance as compared to the identified group. For 2019, the peer group included the following:
• Enterprise Products Partners, L.P.• Kinder Morgan, Inc.
• The Williams Companies, Inc.• Plains All American Pipeline, L.P.
• Phillips 66• MPLX LP
For 2019, the Partnership’s TUR underperformed the identified peer group based on the average of the identified three comparison periods: (i) year-to-date 2019, (ii) trailing twelve months, and (iii) full-year 2018. Consequently, the 2019 long-term incentive base price was increased to reduce the total available restricted pool by approximately 13%.
In December 2019, the ET Compensation Committee in consultation with Mr. McReynolds, whoWarren approved grants of phantom unit awards to Messrs. McCrea, Long, Ramsey and Mason of 682,400 units, 215,000 units, 189,600 units and 214,800 units, respectively. As with base salary and annual bonus, Mr. Warren does not currentlyaccept or receive equity awards on an annual basis, each participated under long-term incentive plansawards. Mr. Long’s award of ETP, Sunoco Logistics and/or215,000 units represents an increase of approximately 30% over his pool target number. The increase for Mr. Long reflected (i) a recommendation to increase his award by Mr. Warren in recognition of Mr. Long’s efforts on certain key financial objectives during 2019 and (ii) a further alignment of Mr. Long with the targeted total compensation of similarly situated officers of peer group companies and the market data.
As more fully described below in the section titled Affiliate and Subsidiary Equity Awards, for 2019, in discussions between the General Partner, the ET Compensation Committee and the compensation committee of the general partner of Sunoco LP, as applicable. Notwithstandingit was determined that for 2019 the fact that the ETE Compensation Committee did not approve long-termvalue of Messrs. Long and Ramsey’s awards would be comprised of restricted unit awards under the ETE Plan,ET Incentive Plans and 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 2008Sunoco LP 2018 Long-Term Incentive Plan (the “2008“2018 Sunoco LP Plan”) in consideration of their roles and responsibilities for Sunoco LP and their status, as members of the Boards of Directors of the general partner of Sunoco LP. Messrs. Long and Ramsey’s total 2019 long-term awards were allocated approximately 80% to the ET Incentive Plan”) orPlans and approximately 20% to the 2018 Sunoco LP Plan. The awards of Messrs. McCrea and Mason for 2019 were allocated entirely to the ET Incentive Plans. It is expected that future long-term incentive plansawards to Messrs. Long and Ramsey of ETE’s affiliates, includingET will recognize an aggregation of restricted units under the Sunoco Partners LLC Long-TermET Incentive Plan (the “Sunoco Logistics Plan”)Plans and the 2018 Sunoco LP 2012 Long-Term Incentive Plan, (the “2012 Incentive Plan”).
From timeas applicable. For purposes of establishing a pool value for awards to time, the compensation committees of ETP, Sunoco Logistics and/oreligible participants, including Messrs. Ramsey and Long, Sunoco LP may make grants underutilized the respective long-term incentive planssame practices in terms of utilizing a peer group TUR analysis 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 toset a like number of partnership common units during the restricted period.grant date valuation.

In December of 2016, consistentThe restricted unit awards granted in 2019 provide for incremental vesting over a five-year period, 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 for60% vesting of 60% at the end of the third year and vesting of the remaining 40% vesting at the end of the fifth year,year. Vesting of the awards are generally 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 awardsrecipients to receive, with respect to each partnership commonET 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 by ET to the partnershipits unitholders. In approving the grant of such restricted unit awards, including to the applicable compensation committee took into account a number of performancenamed executive officers, the ET Compensation Committee considered several factors, as well asincluding the long-term objective of retaining such individuals as key drivers of the partnership’sET’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 20162019 awards would accelerate in the event of the death or disability of the recipient, including the named executive officerofficers, or in the event of a change in control of the respective partnershipET 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 2008ET 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.Plans.
As discussed below under “Potential Payments Upon a Termination or Change of Control,” certainall outstanding equity awards would 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 2014award agreements for the restricted units awarded in 2019, as well as other awards outstanding held by Partnership employees, including the named executive officers, also include certain acceleration provisions upon retirement with the ability to Messrs. McCreaaccelerate 40% of outstanding unvested awards under the ET Incentive Plans at age 65 and Whitehurst included50% at age 68. These acceleration provisions require that the participant have not less than five (5) years of employment service to the Partnership or an affiliate and require a provisionsix (6) month delay in the applicable award agreement for accelerationvesting after retirement pursuant to the requirements of unvested restricted unit/restricted phantom unit awards upon a termination of employment by the general partnerSection 409(A) 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.Code.
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 Partnerfor ET during 2016,2019, Messrs. Long McCrea, Mason and Whitehurst in their rolesRamsey have certain responsibilities for all of the partnerships under ETE’s umbrella,Sunoco LP, 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 membermembers 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 ofLP.
The Sunoco LP.
In December 2016, the ETPLP Compensation Committee in December 2019 approved grants of restricted unit awards to Messrs. Long McCrea, Mason and WhitehurstRamsey of 28,688, 153,765, 36,11519,500 and 25,43722,600 restricted 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 to2018 Sunoco LP common units.
Plan. The terms and conditions of the restricted unit/phantom awardsunit to Messrs. Long McCrea, Mason and WhitehurstRamsey under the 2008 Incentive Plan, the2018 Sunoco Logistics Plan and the 2012 IncentiveLP 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.control or retirement at ages 65 or 68.
Unit Ownership Guidelines. In December 2013, theThe Board of Directors of our General Partner has adopted the Executive Unit Ownership Guidelines (the “Guidelines”), which set forth minimum ownership guidelines applicable to certain executives of ETE and ETPET with respect to ETE, ETP, Sunoco LogisticsET 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’sthe President and Mr. McCrea as Group Chief OperationsCommercial Officer and the Chief CommercialOperating Officer are expected to own common units having a minimum value of five times theirhis base salaries and Messrs. Long, Mason and Whitehurstsalary, while each of the remaining named executive officers (other than the CEO) are expected to own common units having a minimum value of four times their respective base salaries.salary. In addition to the named executive officers, thethese Guidelines also apply to other covered executives, all of whomwhich executives 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.salary.
The ETEET Compensation Committee believes that the ownership of ETE, ETP, Sunoco LogisticsET 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’sET’s total unitholder return, aligning the interests of such executives with those of ETE’sET’s Unitholders, and promoting ETE’sET’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, arewere 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 was required in December 2018, and he was compliant. Compliance for Mr. Ramsey will be required in December 2018, and compliance for Mr. Whitehurst will be required in August 2019.2020.
Covered executives may satisfy the Guidelines through direct ownership of ETE, ETP, Sunoco Logistics,ET and/or Sunoco LP common units or indirect ownership by certain immediate family members. Direct or indirect ownership of ETE, ETP, Sunoco LogisticsET 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.LP 401(k) Plan (the “ETP“ET 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 UnitPartner; however, the award agreement to the named executive officers under the ET Incentive Plans, the 2018 Sunoco LP Plan provides for immediate vesting of all unvested restricted unit awards inand the event of a change in control, as defined in the applicable plan. In addition, the ETP 2008Sunoco LP 2012 Long-Term Incentive Plan and 2011 Incentive Plan provide the ETP Compensation Committee with the discretion, unless otherwise specified in the applicable award agreement, to(the “2012 Sunoco LP Plan”) 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.
ETPEnergy Transfer LP Non-Qualified Deferred Compensation Plan (the “ETP“ET 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 ETPET 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 ETPET NQDC Plan, ETPET may make annual discretionary matching contributions to participants’ accounts; however, ETPET 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 ETPET 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 ETPET NQDC Plan) of ETP,ET, all ETPET NQDC Plan accounts are immediately vested in full. However, distributions are not accelerated and, instead, are made in accordance with the ETPET 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 isNone of our only NEO tonamed executive officers currently 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 and phantom units rather than unit options for equity awards because restricted units and phantom 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.United States 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.United States federal income tax purposes.
Accounting for Unit-BasedNon-Cash Compensation
For unit-basednon-cash 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,Messrs. Anderson, Grimm and Washburne are the only members of the ETECompensation Committee. During 2019, no member of the 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. TurnerGrimm is not a former employee of ours or any of our subsidiaries.

Mr. Anderson was previously an employee of the Partnership until his retirement in October 2009, as discussed in his biographical information included in “Item 10. Directors, Executive Officers and Corporate Governance.”
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.ET. 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.LP


Steven R. Anderson
Michael K. Rick TurnerGrimm
Richard D. BrannonRay W. Washburne
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
 $1,300,970
President 2015 560,154
 700,893
 —
 —
 —
 —
 11,103
 1,272,150
 2014 550,000
 687,500
 —
 —
 —
 —
 9,565
 1,247,065
Thomas E. Long 2016 454,154
 560,865
 2,007,697
 —
 —
 —
 14,679
 3,037,395
Group Chief Financial Officer 2015 399,207
 480,296
 1,447,063
 —
 —
 —
 14,282
 2,340,848
 2014 326,221
 391,465
 777,850
 —
 —
 —
 14,032
 1,509,568
Marshall S. (Mackie) McCrea, III 2016 1,009,231
 1,533,990
 8,059,413
 —
 —
 —
 14,818
 10,617,452
Group Chief Operating Officer and Chief Commercial Officer 2015 840,385
 1,294,192
 6,646,354
 —
 —
 —
 14,282
 8,795,213
 2014 800,000
 1,120,000
 5,829,111
 —
 —
 —
 14,072
 7,763,183
Thomas P. Mason 2016 571,729
 706,067
 2,524,064
       14,818
 3,816,678
Executive Vice President and General Counsel 2015 557,615
 6,300,000
 2,253,927
 —
 —
 —
 14,282
 9,125,824
 2014 550,000
 687,500
 2,009,668
 —
 —
 —
 37,576
 3,284,744
Brad Whitehurst 2016 503,354
 597,717
 1,777,758
       14,816
 2,893,645
Executive Vice President and Head of Tax 2015 485,962
 584,673
 1,587,514
 —
 —
 —
 37,947
 2,696,096
 2014 184,519
 570,000
 6,489,787
 —
 —
 —
 63,492
 7,307,798
Jamie W. Welch 2016 113,300
 —
 —
 —
 —
 —
 4,793
 118,093
Former Group Chief Financial Officer and Head of Business Development 2015 557,615
 —
 2,253,927
 —
 —
 —
 13,610
 2,825,152
 2014 550,000
 687,500
 2,434,757
 —
 —
 7,765
 13,360
 3,693,382
Name and Principal Position Year 
Salary
($)
 
Bonus
($)
 
Equity
Awards (1)
($)
 
Non-Equity
Incentive Plan
Compensation(2)
($)
 
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings ($)
 
All Other
Compensation(3)
($)
 
Total
($)
Kelcy L. Warren (4)
 2019 $6,156
 $—
 $—
 $—
 $—
 $—
 $6,156
Chief Executive Officer 2018 6,138
 —
 —
 —
 —
 —
 6,138
 2017 5,926
 —
 —
 —
 —
 —
 5,926
Thomas E. Long 2019 570,869
 —
 3,352,795
 900,000
 —
 21,544
 4,845,208
Chief Financial Officer 2018 537,338
 1,000,000
 4,251,335
 800,000
 —
 21,294
 6,609,967
 2017 480,846
 —
 2,519,954
 625,100
 —
 18,320
 3,644,220
Marshall S. (Mackie) McCrea, III 2019 1,094,260
 —
 8,734,720
 1,750,817
 —
 21,544
 11,601,341
President and Chief Commercial Officer 2018 1,059,976
 —
 7,834,782
 1,866,000
 —
 19,362
 10,780,120
 2017 1,027,846
 —
 9,033,341
 1,644,554
 —
 16,834
 11,722,575
Matthew S. Ramsey 2019 683,913
 —
 3,123,186
 889,100
 —
 19,544
 4,715,743
Chief Operating Officer 2018 662,486
 —
 2,818,415
 900,000
 —
 19,294
 4,400,195
 2017 642,404
 —
 3,763,893
 835,125
 —
 18,618
 5,260,040
Thomas P. Mason 2019 619,899
 —
 2,749,440
 805,900
 —
 19,544
 4,194,783
Executive Vice President, General Counsel and President – LNG 2018 600,477
 —
 2,466,882
 858,700
 —
 19,294
 3,945,353
 2017 582,275
 —
 2,816,048
 756,958
 —
 18,618
 4,173,899
(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. For Messrs. Long and Ramsey amounts include equity awards of our subsidiaries and/or affiliates, as reflected in the “Grants of Plan-Based Awards Table.” See Note 9 to our consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data” for additional assumptions underlying the value of the equity awards.
(3)(2) 
During 2016, Mr. Welch had a lossET maintains the Bonus Plan which provides for discretionary bonuses. Awards of $130,140 underdiscretionary bonuses are tied to achievement of targeted performance objectives and described in the ETP NQDC Plan.Compensation Discussion and Analysis. The discretionary cash bonus amounts earned by the named executive officers for 2019 reflect cash bonuses approved by the ET Compensation Committee in February 2020 that are expected to be paid on or before March 15, 2020.
(4)(3) 
The amounts reflected for 20162019 in this column include (i) matching contributions to the ETPET 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$14,000 each for Messrs. McReynolds, Long, McCrea, Ramsey and Mason, Whitehurst(ii) health savings account contributions made on behalf of the named executive officers of $2,000 each for Messrs. Long and Welch, respectively,McCrea, and (ii)(iii) the dollar value of life insurance premiums paid for the benefit of the named executive officers. The amounts deferred byreflected for all periods exclude distribution payments in connection with distribution equivalent rights on unvested unit awards, because the executive officersdollar value of such distributions are factored into the grant date fair value reported in the “Equity Awards” column of the Summary Compensation Table at the time that the unit awards and distribution equivalent rights were originally granted. For 2019, distribution payments in connection with distribution equivalent rights totaled $796,382 for Mr. Long, $2,178,361 for Mr. McCrea, $857,108 for Mr. Ramsey, and $756,879 for Mr. Mason.
(4)
Mr. Warren has voluntarily determined that his salary will be reduced to $1.00 per year (plus an amount sufficient to cover his allocated payroll deductions for health and welfare benefits). He also does not accept a cash bonus or any equity awards under the applicable 401(k) plan are fully vested at all times.equity incentive plans.

Grants of Plan-Based Awards Tablein 2019
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)
 Grant Date 
All Other Unit Awards: Number of Units
(#)
 
Grant Date Fair Value of Unit Awards (1)
ETP Unit Awards:        
ET Unit Awards:    
Kelcy L. Warren N/A —
 $—
Thomas E. Long 12/29/2016 28,688
 —
 $—
 $1,030,186
 12/16/2019 215,000
 2,752,000
Marshal S. (Mackie) McCrea, III 12/29/2016 153,765
 —
 —
 5,521,701
 12/16/2019 682,400
 8,734,720
Matthew S. Ramsey 12/16/2019 189,600
 2,426,880
Thomas P. Mason 12/29/2016 36,115
 —
 —
 1,296,890
 12/16/2019 214,800
 2,749,440
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
 12/16/2019 19,500
 600,795
Thomas P. Mason 12/29/2016 23,300
 —
 —
 622,110
Bradford D. Whitehurst 12/29/2016 16,410
 —
 —
 438,147
Matthew S. Ramsey 12/16/2019 22,600
 696,306
(1) 
We have computed the grant date fair value of unit awards in accordance with FASB ASC Topic 718, as further described above and in Note 9 to our consolidated financial statements.

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 20162019 Fiscal Year-End Table
Name 
Grant Date
(1)
 Unit Awards 
Grant Date(1)
 
Unit Awards (1)
Number of Units That Have Not Vested
(#)
 
Market or Payout Value of Units That Have Not Vested
($) (2)
Number of Units That Have Not Vested(2)
(#)
 
Market or Payout Value of Units That Have Not Vested (3)
($)
ETE Officers:    
ETP Unit Awards:    
ET Unit Awards:    
Kelcy L. Warren N/A —
 $—
Thomas E. Long 12/29/2016 28,688
 1,027,317
 12/16/2019 215,000
 2,758,450
 12/9/2015 18,525
 663,380
 12/18/2018 136,475
 1,750,974
 12/16/2014 13,651
 488,842
 10/19/2018 115,200
 1,478,016
 12/5/2013 4,344
 155,559
 12/20/2017 121,074
 1,553,379
 12/5/2012 4,124
 147,680
 12/29/2016 30,235
 387,918
 12/9/2015 14,227
 182,535
 12/4/2015 5,739
 73,635
Marshal S. (Mackie) McCrea, III 12/29/2016 153,765
 5,506,325
 12/16/2019 682,400
 8,755,192
 12/18/2018 605,740
 7,771,644
 12/20/2017 537,379
 6,894,573
 12/29/2016 172,231
 2,209,729
 12/9/2015 94,855
 1,216,987
 12/4/2015 47,816
 613,480
Matthew S. Ramsey 12/16/2019 189,600
 2,432,568
 12/9/2015 123,507
 4,422,786
 12/18/2018 168,260
 2,158,776
 12/16/2014 62,650
 2,243,497
 12/20/2017 223,908
 2,872,740
 12/30/2013 27,750
 993,728
 12/29/2016 73,440
 942,235
 1/10/2013 13,333
 477,455
 12/9/2015 59,282
 760,592
Thomas P. Mason 12/29/2016 36,115
 1,293,278
 12/16/2019 214,800
 2,755,884
 12/9/2015 29,155
 1,044,041
 12/18/2018 190,640
 2,445,911
 12/16/2014 11,500
 411,815
 12/20/2017 135,300
 1,735,899
 12/16/2014 10,104
 361,824
 12/29/2016 40,645
 521,474
 12/30/2013 16,369
 586,181
 12/9/2015 22,391
 287,277
 1/10/2013 12,000
 429,720
 12/4/2015 11,287
 144,812
Bradford D. Whitehurst 12/29/2016 25,437
 910,899
    
Sunoco LP Unit Awards:    
Thomas E. Long 12/16/2019 19,500
 $596,700
 12/9/2015 20,535
 735,358
 12/19/2018 19,325
 591,345
 12/16/2014 9,900
 354,519
 12/21/2017 17,097
 523,168
 12/16/2014 8,661
 310,150
 12/29/2016 8,884
 271,850
 8/1/2014 8,544
 305,961
 12/16/2015 5,650
 172,890
 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
Matthew S. Ramsey 12/16/2019 22,600
 691,560
 12/3/2013 21,840
 524,597
 12/19/2018 23,825
 729,045
 1/24/2013 6,666
 160,117
 1/2/2015 814
 24,908
Thomas P. Mason 12/29/2016 25,211
 605,568
 12/21/2017 19,106
 584,644
 12/4/2015 22,046
 529,545
 12/29/2016 9,320
 285,192
 12/5/2014 15,117
 363,110
 12/16/2015 7,410
 226,752
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 commonCertain of these outstanding awards represent Energy Transfer Partners, L.P. awards that converted into ET awards upon the merger of Energy Transfer Equity, L.P. and Energy Transfer Partners, L.P. in October 2018. Furthermore, some of those converted awards had previously been converted in connection with the merger of Energy Transfer Partners, L.P. and Sunoco Logistics in April 2017.

(2)
ET unit awards outstanding vest at a rate of 60% in December 2022 and 40% in December 2024 for awards granted in December 2019. Such awards may be settledat the election of the ET Compensation Committee in (i) common units of ET (subject to the approval of the ET Incentive Plans prior to the first vesting date by a majority of ET’s unitholders pursuant to the rules of the New York Stock Exchange); (ii) cash equal to the Fair Market Value (as such term is defined in the ET Incentive Plans) of the ET common units that would otherwise be delivered pursuant to the terms of each named executive officers grant agreement; or (iii) other securities or property in an amount equal to the Fair Market Value of ET common units that would otherwise be delivered pursuant to the terms of the grant agreement, or a combination thereof as follows:determined by the ET Compensation Committee in its discretion.
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 commonOther unit awards outstanding vest as follows:
at a rate of 60% in December 20192021 and 40% in December 20212023 for awards granted in October and December 2016;2018;
at a rate of 60% in December 20182020 and 40% in December 20202022 for awards granted in December 2015;2017;
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%100% in December 2021 for the remaining outstanding portion of awards granted in December 2016; and
at a rate of 60% in December 2018 and 40%100% in December 2020 for the remaining outstanding portion of awards granted in December 2015.
(2)(3) 
Market value was computed as the number of unvested awards as of December 31, 20162019 multiplied by the closing price of respective common units of ETP, Sunoco LogisticsET and Sunoco LP.
Option Exercises and Units Vested Tablein 2019
  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
  Unit Awards
Name 
Number of Units
Acquired on Vesting
(#)
 
Value Realized on Vesting
($) (1)
ET Unit Awards:    
Kelcy L. Warren N/A
 $—
Thomas E. Long 55,839
 647,730
Marshall S. (Mackie) McCrea, III 327,520
 3,799,236
Matthew S. Ramsey 110,161
 1,277,868
Thomas P. Mason 85,300
 989,482
Sunoco LP Unit Awards:    
Thomas E. Long 13,326
 401,779
Matthew S. Ramsey 299
 9,033
Thomas P. Mason 13,980
 421,497
(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 applicable 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
Equity Awards. As discussed in our Compensation Discussion and Analysis above, any unvested equity awards granted pursuant the ETE PlanET Incentive Plans 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 ETEET or its general partner; (ii) LE GP, LLC or an affiliate of LE GP, LLC ceases to be the general partner of ETE;ET; or (iii) the sale or other disposition, including by liquidation or dissolution, of all or substantially all of the assets of ETEET in one or more transactions to anyone other than an affiliate of ETE.ET.
In addition, as explained in Equity Awards section of our Compensation Discussion and Analysis above, the restricted unit awards and phantom unit awards under the equity incentive plans of ETEET Incentive Plans, the Sunoco LP Plan and its affiliated partnerships,the 2012 Sunoco LP Plan 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,All awards outstanding to the named executive officers under the ET Incentive Plans, the 2018 Sunoco LP Plan or the 2012 Sunoco LP Plan would be accelerated 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.Partnership.
The 2014 awardsOctober 2018 equity award to Messrs. McCrea and Whitehurst, whether awarded under the 2008 Incentive Plan, the 2011 Incentive Plan or the Sunoco Logistic PlanMr. Long 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 ETPET Compensation Committee hasand the compensation committee of the general partner of Sunoco LP, have 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 withacceleration of the awards made in December 2014 have included a provision inis subject to the award agreement which provides that employees, including the named executive officers with at least ten yearsapplicable provisions of service with the general partner, who leave the general partner voluntarilyIRC Section 409(A).

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 toIn February 2016, Mr. Mason in February 2016, the ETE Compensation Committee approvedreceived 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 providesprovided certain requirements for continued employment, including the following requirements that are still in effect: (i) if, after the third (3rd) anniversary but prior to the third (3fourth (4rdth) 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 ETEET 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)disability), he will be obligated to remit and repay seventy-five percent (75%) of the Special Bonus to ETE;Bonus; and (iii)(ii) 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 ETEET or by Mr. Mason for Good Reason; (y) his death; or (z) his permanent disability as determined by ETE)disability), he will be obligated to remit and repay fifty percent (50%) of the Special Bonus to ETE.Bonus.  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 ETPET NQDC Plan (other than discretionary credits) are immediately 100% vested. Upon a change of control (as defined in the ETPET 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 ETPET NQDC Plan as any change of control event within the meaning of Treasury Regulation Section 1.409A-3(i)(5).
CEO Pay Ratio
In accordance with Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, set forth below is information about the relationship of the annual total compensation of Mr. Warren, the Chairman and Chief Executive Officer and the annual total compensation of our employees.
For the 2019 calendar year:
The annual total compensation of Mr. Warren, as reported in the Summary Compensation Table of this Item 11 was $6,156; and
For 2019, the median total compensation of the employees supporting ET (other than Mr. Warren) was $124,622, which amount was updated from the 2017 “median employee.”
Based on this information, for 2019 the ratio of the annual total compensation of Mr. Warren to the median of the annual total compensation of the 8,256 employees supporting ETO as of December 31, 2019 was approximately 1 to 20 as Mr. Warren 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 employee premium contributions for health and welfare benefits).
To identify the median of the annual total compensation of the employees supporting ETO, the following steps were taken:
1.It was determined that, as of December 31, 2019, the applicable employee populations consisted of 8,256 with all of the identified individuals being employed in the United States. This population consisted of all of our full-time and part-time employees. We did not engage any independent contractors in 2018 or 2019 that are required to be included in our employee population for the CEO pay ratio evaluation.
2.To identify the “median employee” from our employee population, we compared the total earnings of our employees as reflected in our payroll records as reported on Form W-2 for 2017 and, for 2019, updated the compensation of the “median employee” as reflected in our payroll records as reported on form W-2 for 2019.

3.We identified our median employee using W-2 reporting and applied this compensation measure consistently to all of our employees required to be included in the calculation. We did not make any cost of living adjustments in identifying the “median employee.”
4.Once we identified our median employee, we combined all elements of the employee’s compensation for 2019 resulting in an annual compensation of $124,622. The difference between such employee’s total earnings and the employee’s total compensation represents the estimated value of the employee’s health care benefits (estimated for the employee and such employee’s eligible dependents at $10,989) and the employee’s 401(k) matching contribution and profit sharing contribution (estimated at $6,040 per employee, includes $3,775 per employee on average matching contribution and $2,265 per employee on average profit sharing contribution (employees earning over $175,000 in base are ineligible for profit sharing)).
5.With respect to Mr. Warren, we used the amount reported in the “Total” column of our 2019 Summary Compensation Table under this Item 11.
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 2016,2019, the compensation arrangements for outside directors included a $50,000$100,000 annual retainer for services on the board. If a director served on the ETEET Audit Committee, such director would receive an annual cash retainer ($10,00015,000 or $15,000$25,000 in the case of the chairman) and meeting attendance fees ($1,200). If a director served on the ETEET Compensation Committee, such director would receive an annual cash retainer ($5,0007,500 or $7,500$15,000 in the case of the chairman) and meeting attendance. The fees ($1,200).for membership on the Conflicts Committee are determined on a per instance basis for each committee assignment.
The outside directors of our General Partner are also entitled to an annual restricted unit award under the ETE PlanET Incentive Plans equal to an aggregate of $100,000 divided by the closing price of ETEET common units on the date of grant. These ETEET 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 ETEET 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 20162019 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
Name 
Fees Paid in Cash(1)
($)
 
Unit Awards(2)
($)
 
All Other Compensation
($)
 
Total
($)
Steven R. Anderson $122,500
 $99,998
 $—
 $222,498
Richard D. Brannon 125,000
 99,998
 —
 224,998
Ray C. Davis 100,000
 99,998
 —
 199,998
Michael K. Grimm 130,000
 99,998
 —
 229,998
Ray W. Washburne (3)
 48,756
 33,125
 —
 81,881
(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 ETEET common units ETP common units or Sunoco LP Common Units, accordingly, as of the grant date.
(3) 
Mr. BrannonWashburne was appointed to the Board of Directorsas a director of our General Partner in March 2016.
(4)
Mr. Collins resigned from the Board of Directors of our General Partner in October 2016.on April 16, 2019.
As of December 31, 2016,2019, Mr. BrannonAnderson had 2,50010,047 unvested ETEET restricted units outstanding, Mr. TurnerBrannon had 18,15719,400 unvested ETEET restricted units outstanding, Mr. Davis had 10,047 unvested ET restricted units outstanding, Mr. Grimm had 23,136 unvested ET restricted units outstanding and Mr. WilliamsWashburne had 10,523 ETE2,500 unvested ET 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, 2016:2019:
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

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: 19,256,727
 —
 6,511,947
Total 19,256,727
 $—
 6,511,947
Energy Transfer Equity, L.P.LP Units
The following table sets forth certain information as of February 17, 2017,14, 2020, regarding the beneficial ownership of our voting securities by (i) certain beneficial owners of more than 5% of our Common Units, (ii) each director and named executive officer of our General Partner and (iii) all current 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%

Name and Address of
Beneficial Owner (1)
 
Beneficially
Owned (2)
 Percent of Class
Kelcy L. Warren (3)
 252,037,063
 9.4%
Ray C. Davis (4)
 87,891,686
 3.3%
John W. McReynolds (5)
 30,225,200
 1.1%
Thomas E. Long 221,560
 *
Marshall S. (Mackie) McCrea, III 2,087,848
 *
Matthew S. Ramsey 258,213
 *
Thomas P. Mason 598,760
 *
Richard D. Brannon 292,102
 *
Steven R. Anderson (6)
 1,544,598
 *
Michael K. Grimm  (7)
 110,639
 *
James R. Perry —
 *
Ray W. Washburne (8)
 2,110
 *
All Directors and Executive Officers as a group (13 persons) 375,317,978
 14.0%
*Less than 1%

(1) 
The address for Mr. Davis is 5950 Sherry Lane, Dallas, Texas 75225. The address for all other listed beneficial owners listed above is 8111 Westchester Drive, Suite 600, Dallas, Texas 75225.
(2) 
Beneficial ownership for the purposes of this table is defined by Rule 13d-3 under the Exchange Act of 1934. Under that rule, a person is generally considered to be the beneficial owner of a security if he has or shares the power to vote or direct the voting thereof or to dispose or direct the disposition thereof or has the right to acquire either of those powers within sixty days. NatureThe nature of beneficial ownership for all listed persons is direct with sole investment and disposition power unless otherwise noted. The numberbeneficial ownership of each listed person is based on 2,689,897,793 Common Units shown do not include Common Units that may result fromoutstanding in the conversionaggregate as of our Series A Convertible Preferred Units, since such conversion is not expected to occur within the next 60 days.February 14, 2020.
(3) 
As reported onIncludes 102,693,765 Common Units held by Kelcy Warren Partners, L.P. and 10,244,429 Common Units held by Kelcy Warren Partners II, L.P., the general partners of which are owned by Mr. Davis’ Schedule 13D/A filing dated February 25, 2015,Warren. Also includes 41,692 units96,043,757 Common Units

held by Seven Bridges Holdings, LLC, of which Mr. Warren is a member. Also includes 328,383 Common Units attributable to the interest of Mr. Warren in ET Company Ltd and Three Dawaco, Inc., over which Mr. Warren exercises shared voting and dispositive power with Ray Davis. Also includes 601,076 Common Units held by LE GP, LLC. Mr. Warren may be deemed to own Common Units held by LE GP, LLC due to his ownership of 81.2% of its member interests. The voting and disposition of these Common Units is directly controlled by the board of directors of LE GP, LLC. Mr. Warren disclaims beneficial ownership of Common Units owned by LE GP, LLC other than to the extent of his interest in such entity. Also includes 104,166 Common Units held by Mr. Warren’s spouse.
(4)
Includes 51,701 Common Units held by Avatar Holdings LLC, 557,436 units1,941,721 Common Units held by Avatar BW, LLC, 22,742,680 unitsLtd., 28,203,003 Common Units held by Avatar ETC Stock Holdings LLC, 2,868,948 units3,557,757 Common Units held by Avatar Investments LP, 97,668 units121,117 Common Units held by Avatar Stock Holdings, LLCLP and 781,968 units1,112,069 Common Units held by RCD Stock Holdings, LLC, all of which entities are owned or controlled by Mr. Davis. Also includes 12,892,020 units15,987,283 Common Units held by a remainder trust for Mr. Davis’ spouse and 8,703,376 units9,536,054 Common Units held by two trusts for the benefit of Mr. Davis’ grandchildren, for which Mr. Davis serves as trustee. Mr. Davis shares voting and dispositive power with his wife with respect to unitsCommon Units held directly. Also includes 264,804 units328,383 Common Units attributable to ET Company Ltd. Mr. Davis is a former executive officer of ETP and former director of our General Partner.ETO and is currently a director of the general partner of ET, LE GP, LLC.
(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 units17,445,608 Common Units held by McReynolds Energy Partners L.P. and 10,086,280 units12,142,593 Common Units held by McReynolds Equity Partners L.P., the general partners of which are owned by Mr. McReynolds. Mr. McReynolds disclaims beneficial ownership of unitsCommon Units owned by such limited partnerships other than to the extent of his interest in such entities.
(6) 
Includes (i) 51,731 units1,544,558 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 LiquidatingSteven R. Anderson Revocable 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 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, offor 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.
Anderson serves as trustee.
(8)(7) 
Includes 2,338,484 units6,660 Units held by two trusts for the Williams Family Partnership Ltd and 3,032,028 units held by the Bar W Barking Cat Ltd. Partnership.benefit of Mr. Williams disclaims beneficial ownership of units owned by such entities, except to the extent of his interest in such entities.Grimm’s children, for which Mr. Grimm serves as trustee.
(9)(8) 
Includes 4,355 units held in a family trust. Mr. Whitehurst disclaims beneficial ownership of the units2,090 held by such trust, except to the extent of his interest in such trust.Mr. Washburne’s wife.
In connection with the Parent Company Credit Agreement, ETEET 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’sET’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’sET’s and the other grantors’ tangible and intangible assets.
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
AtAs of December 31, 2016,2019, our interests in ETP and Sunoco LPETO consisted of 100% of the respective general partner interests and IDRs, as well as 2.6 million ETP2,453,230,799 ETO 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.units.
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 andETO, Sunoco LP bothand USAC, all 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 aand Mr. Ramsey, current directordirectors of LE GP, LLC, our General Partner, isgeneral partner, are also a directordirectors and executive officerofficers of ETP GP.ETO’s general partner. In addition, Mr. Warren, theour Chief Executive Officer and Chairman of our Board of Directors, is also a directorthe Chairman and executive officerChief Executive Officer of ETP GP.ETO’s general partner.
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 ETEET provides that any matter approved by the Conflicts Committee will be conclusively deemed to be fair and reasonable to ETE,ET, approved by all the partners of ETEET and not a breach by the General Partner or its Board of Directors of any duties they may owe ETEET or the Unitholders (see “Risks Related to Conflicts of Interest” in Item“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 ETPETO 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 ETPETO on behalf of those subsidiaries. All such amounts have been eliminated in our consolidated financial statements.
ETP has an operating lease agreement with the former owners of ETG, including Mr. Warren. ETP pays these former owners $5 million in operating 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 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 millions):
Years Ended December 31,Years Ended December 31,
2016 20152019 2018
Audit fees (1)
$9.6
 $9.0
$11.6
 $11.6
Audit-related fees (2)
0.5
 0.8
0.1
 0.5
Tax fees (3)(2)
0.1
 0.1
—
 0.1
Total$10.2
 $9.9
$11.7
 $12.2
(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 controlscontrol 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 service organization control report on Panhandle’s centralized data center.
(3)
Includes fees2018 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. All fees paid or expected to be paid to Grant Thornton LLP for fiscal years 2019 and 2018 were pre-approved by the Audit Committee in accordance with this policy.
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.

PART IV
ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as a part of this Report:
(1)
The following documents are filed as a part of this Report:
Page
(1) Financial Statements -– see Index to Financial Statements appearing on page F-1.
F - 1
(2)
(2) Financial Statement Schedules - None.
– None
(3)
(3) Exhibits -– see Index to Exhibits
156 set forth on page E-1.
(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 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.
As further discussed in Note 6 to the consolidated financial statements, as referenced in (a) above, 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.



ITEM 16. FORM 10-K SUMMARY
None.

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
Description
2.1
Agreement 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)
2.2
Agreement 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)
2.3
Amendment 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. (incorporated by reference to Exhibit 2.2 of Form 8-K, File No. 1-11727, filed December 21, 2016)
2.4
Contribution Agreement, dated as of January 15, 2018, by and among USA Compression Partners, LP, Energy Transfer Partners, L.P., Energy Transfer Partners GP, L.P., ETC Compression, LLC and, solely for certain purposes therein, Energy Transfer Equity, L.P. (incorporated by reference to Exhibit 2.1 to Form 8-K, File No. 1-32740, filed January 16, 2018)
2.5
Purchase Agreement, dated as of January 15, 2018, by and among USA Compression Holdings, LLC, Energy Transfer Equity, L.P., Energy Transfer Partners, L.L.C. and, solely for certain purposes therein, R/C IV USACP Holdings, L.P. and Energy Transfer Partners, L.P. (incorporated by reference to Exhibit 2.2 to Form 8-K, File No. 1-32740, filed January 16, 2018)
2.6
Agreement and Plan of Merger, dated as of August 1, 2018, by and among LE GP, LLC, Energy Transfer Equity, L.P., Streamline Merger Sub, LLC, Energy Transfer Partners, L.L.C. and Energy Transfer Partners, L.P. (incorporated by reference to Exhibit 2.1 of Form 8-K, File No. 1-32740, filed August 3, 2018)
2.7
Agreement and Plan of Merger, dated as of September 15, 2019, by and among Energy Transfer LP, Nautilus Merger Sub LLC and SemGroup Corporation (incorporated by reference to Exhibit 2.1 to the Form 8-K, File No. 1-32740, filed September 16, 2019)
3.1
Certificate 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)
3.1.1
Certificate of Amendment to Certificate of Limited Partnership of Energy Transfer LP (incorporated by reference to Exhibit 3.1 of Form 8-K, File No. 1-32740, filed October 19, 2018)
3.2
Third 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)
3.3
Amendment 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)
3.4
Amendment 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)
3.5
Amendment 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)
3.6
Amendment 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)
3.7
Amendment No. 5 to the Third Amended and Restated Agreement of Limited Partnership of Energy Transfer Equity, L.P., dated as of March 8, 2016 (incorporated by reference to Exhibit 3.1 of Form 8-K, File No. 1-32740, filed March 9, 2016)
3.8
Amendment No. 6 to the Third Amended and Restated Agreement of Limited Partnership of Energy Transfer Equity, L.P., dated as of October 19, 2018 (incorporated by reference to Exhibit 3.2 of Form 8-K, File No.1-32740, filed October 19, 2018 (incorporated by reference to Exhibit 3.2 of Form 8-K, File No. 1-32740, filed October 19, 2018)

Exhibit
Number
Description
3.9
Amendment No. 7 to the Third Amended and Restated Agreement of Limited Partnership of Energy Transfer LP dated as of August 6, 2019 (incorporated by reference to Exhibit 3.10 of Form 10-Q, File No. 1-32740, filed August 8, 2019)
4.1
Indenture, dated September 20, 2010 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 September 20, 2010)
4.2
First 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 4.2 of Form 8-K, File No. 1-32740, filed September 20, 2010)
4.3
Second 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)
4.4
Second 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)
4.5
Fourth 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)
4.6
Fifth 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)
4.7
Sixth 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)
4.8
Seventh 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)
4.9
Eighth Supplemental Indenture dated October 18, 2017 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 October 18th, 2017)
4.10*
Description of Registrant’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 - Description of common units
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+
Amended and Restated Energy Transfer LP Long-Term Incentive Plan (formerly Amended and Restated Energy Transfer Equity, L.P. Long-Term Incentive Plan) (incorporated by reference to 10.1 of Form 10-K, File No. 1-32740, filed February 23, 2018)
10.3+
Second Amended and Restated Energy Transfer LP 2008 Long-Term Incentive Plan (formerly Second Amended and Restated Energy Transfer Partners, L.P. 2008 Long-Term Incentive Plan) (incorporated by reference to Exhibit 4.1 of Form S-8 filed January 31, 2019)
10.4+
Energy Transfer LP 2011 Long-Term Incentive Plan (formerly Regency Energy Partners LP 2011 Long-Term Incentive Plan) (incorporated by reference to Exhibit 4.2 of Form S-8 filed January 31, 2019)
10.5+
Energy Transfer LP 2015 Long-Term Incentive Plan, as amended and restated (formerly Sunoco Partners LLC Long-Term Incentive Plan, as amended and restated) (incorporated by reference to Exhibit 4.3 of Form S-8 filed January 31, 2019)
10.6+
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)
10.7
Registration 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)
10.8
Registration 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)
10.9*+
LE GP, LLC Amended and Restated Outside Director Compensation Policy
10.10
Registration 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)
10.11
Unitholder 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)

Exhibit
Number
Description
10.12
Letter 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)
10.13
Shared Services Agreement dated as of August 26, 2005, by and between Energy Transfer Equity, L.P. and Energy Transfer Partners, L.P. (incorporated by reference to Exhibit 10.30 of Form S-1/A (333-128097) filed December 20, 2005)
10.14
Second 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)
10.15
Third 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)
10.16
Credit Agreement, dated as of March 24, 2017 among Energy Transfer Equity, L.P., Credit Suisse AG, Cayman Islands Branch, as administrative agent, and the other lenders party thereto (incorporated by reference to Exhibit 10.1 of Form 8-K, File No. 1-32740, filed March 30, 2017)
10.17
Class D Unit Agreement (incorporated by reference to Exhibit 10.1 of Form 8-K, File No. 1-32740, filed December 27, 2013)
10.18+
Retention Agreement, by and among Energy Transfer Equity, L.P. and Thomas P. Mason, dated February 24, 2016 (incorporated by reference to Exhibit 10.21 of Form 10-K, File No. 1-32740, filed February 29, 2016)
10.19
Senior 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)
10.20
Equity Restructuring Agreement, dated as of January 15, 2018, by and among Energy Transfer Equity, L.P., USA Compression Partners, LP and USA Compression GP, LLC. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed January 16, 2018)
10.21
Registration Rights Agreement, dated as of April 2, 2018, by and among Energy Transfer Partners, L.P., Energy Transfer Equity, L.P., USA Compression Partners, LP and USA Compression Holdings, LLC. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed April 3, 2018)
10.22+
Amended and Restated Energy Transfer Partners, L.L.C. Annual Bonus Plan (incorporated by reference to Exhibit 10.2 of Form 10-Q, File No. 1-32740, filed August, 9 2018)
10.23+
Energy Transfer LP Annual Bonus Plan (incorporated by reference to Exhibit 10.23 of Form 10-K, File No. 1-32740, filed February 22, 2019)
10.24
Support Agreement, dated September 15, 2019, between Energy Transfer LP, Nautilus Merger Sub LLC, WP SemGroup Holdco LLC and SemGroup Corporation (incorporated by reference to Exhibit 10.1 of Form 8-K, File No. 1-32740, filed September 15, 2019)
10.25
Term Loan Credit Agreement dated as of October 17, 2019 among Energy Transfer Operating, L.P., Toronto Dominion (Texas) LLC, as Administrative Agent, the other lenders party thereto and the other parties named therein (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed October 18, 2019)
10.26
Guaranty dated as of October 17, 2019 between Sunoco Logistics Partners Operations L.P. and Toronto Dominion (Texas) LLC, as Administrative Agent (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed October 18, 2019)
21.1*
List of Subsidiaries
23.1*
Consent of Grant Thornton LLP related to Energy Transfer LP
31.1*
Certification of Chief 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 Chief 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
101*Interactive data files pursuant to Rule 405 of Regulation S-T: (i) our Consolidated Balance Sheets as of December 31, 2019 and December 31, 2018; (ii) our Consolidated Statements of Operations for the years ended December 31, 2019, 2018 and 2017; (iii) our Consolidated Statements of Comprehensive Income for years ended December 31, 2019, 2018 and 2017; (iv) our Consolidated Statement of Equity for the years ended December 31, 2019, 2018 and 2017; and (v) our Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2018 and 2017
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

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


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.LP
    
  By: LE GP, LLC, its general partner
    its general partner
    
Date:February 24, 201721, 2020By: /s/ Thomas E. LongA. Troy Sturrock
    Thomas E. LongA. Troy Sturrock
    
Group Chief Financial Senior Vice President, Controller and Principal Accounting
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 on the dates indicated:
 
Signature Title Date
     
/s/    John W. McReynoldsKelcy L. Warren DirectorChief Executive Officer and PresidentChairman of the Board February 24, 201721, 2020
John W. McReynoldsKelcy L. Warren (Principal Executive Officer)  
     
/s/    Thomas E. Long Group Chief Financial Officer (Principal Financial and Accounting Officer)Director February 24, 201721, 2020
Thomas E. Long (Principal Financial Officer)  
     
/s/    Kelcy L. WarrenJohn W. McReynolds DirectorSpecial Advisor and Chairman of the BoardFebruary 24, 2017
Kelcy L. Warren
/s/    Richard D. BrannonDirector February 24, 201721, 2020
Richard D. BrannonJohn W. McReynolds    
     
/s/    Marshall S. McCrea, III President, Chief Commercial Officer and Director February 24, 201721, 2020
Marshall S. McCrea, III    
     
/s/    Matthew S. Ramsey Chief Operating Officer and Director February 24, 201721, 2020
Matthew S. Ramsey    
     
/s/    K. Rick TurnerA. Troy SturrockSenior Vice President and ControllerFebruary 21, 2020
A. Troy Sturrock(Principal Accounting Officer)
/s/    Steven R. Anderson Director February 24, 201721, 2020
K. Rick TurnerSteven R. Anderson    
     
/s/    William P. WilliamsRichard D. Brannon Director February 24, 201721, 2020
William P. WilliamsRichard D. Brannon    
     
/s/    Ray C. DavisDirectorFebruary 21, 2020
Ray C. Davis    
     




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
/s/    Michael K. Grimm		 Description
Director Energy Transfer Equity, L.P.February 21, 2020
2.1Michael K. Grimm Redemption 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.
2.4 Purchase 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)
2.5/s/ James R. Perry Purchase 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)
2.6Director Contribution 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)21, 2020
2.7James R. Perry Agreement 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.

Exhibit
Number
 Description
2.15/s/ Ray W. Washburne Exchange 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)DirectorFebruary 21, 2020
Ray W. Washburne   
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)



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)

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)

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
Energy Transfer Equity, L.P.LP and Subsidiaries
 
 Page
Report of Independent Registered Public Accounting Firm
F - 2
  
Consolidated Balance Sheets
F - 3
Consolidated Statements of Operations
F - 5
  
Consolidated Statements of Comprehensive Income
F - 6
Consolidated Statements of EquityOperations
F - 7
  
Consolidated Statements of Cash FlowsComprehensive Income
F - 8
Consolidated Statements of Equity
F - 9
  
Notes to Consolidated Financial Statements of Cash Flows
F - 10
  
Notes to Consolidated Financial Statements
F - 12





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PartnersBoard of Directors of LE GP, LLC and
Unitholders of Energy Transfer Equity, L.P.LP
WeOpinion on the financial statements
We have audited the accompanying consolidated balance sheets of Energy Transfer Equity, L.P.LP (a Delaware limited partnership) and subsidiaries (the “Partnership”) as of December 31, 20162019 and 2015, and2018, 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. 2019, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019, 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) (“PCAOB”), the Partnership’s internal control over financial reporting as of December 31, 2019, 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 21, 2020 expressed an unqualified opinion thereon.
Change in accounting principle
As discussed in Note 2 to the consolidated financial statements, the Partnership has changed its method of accounting for leases due to the adoption of the new leasing standard. The Partnership adopted the new leasing standard by recognizing a cumulative catch-up adjustment to the opening balance sheet as of January 1, 2019.
Basis for opinion
These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on thesethe Partnership’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. 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 includesmisstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An auditOur audits also includes assessingincluded evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement presentation.statements. We believe that our audits provide a reasonable basis for our opinion.
In our opinion,Critical audit matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements referredthat were communicated or required to above present fairly,be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in all material respects,any way our opinion on the consolidated financial positionstatements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Goodwill Impairment Assessment (Note 2)
Of the $5.2 billion of Energy Transfer Equity, L.P. and subsidiariesgoodwill on the Partnership’s consolidated balance sheet as of December 31, 20162019, approximately $380.0 million is recorded in a reporting unit for which the estimated fair value exceeded the carrying value by less than 20% in the most recent quantitative test. The Partnership engaged third party valuation specialists for the estimation of the fair value of this reporting unit. We identified the estimation of the fair value of the reporting unit as a critical audit matter.

The principal considerations for our determination that the estimation of the fair value of the reporting unit was a critical audit matter are that the extent to which the fair value of the reporting unit exceeds its carrying value is relatively low, the estimate of the future cash flows, including projected growth rates, forecasted costs, discount rates and 2015,future market conditions requires a high degree of judgement, and the application of valuation methodologies can be complex.

Our audit procedures related to the estimation of the fair value of the reporting unit included the following procedures, among others. We tested the effectiveness of controls relating to management’s review of the assumptions used to develop the future cash

flows, the reconciliation of cash flows prepared by management to the data used in the third party valuation reports, the discount rates used, and valuation methodologies applied. In addition to testing the effectiveness of controls, we also performed the following:

Compared the actual current results of theirthe relevant reporting unit to the expected performance of that reporting unit based on prior period financial forecasts, as applicable.
Utilized an internal valuation specialist to evaluate:
◦The methodologies used and whether they were acceptable for the underlying assets or operations and being applied correctly by performing independent calculations,
◦The appropriateness of the discount rates by recalculating the weighted average costs of capital, and
◦The qualifications of the third party valuation specialists engaged by the Partnership based on their credentials and experience.
Tested the reasonableness of the projected growth rate and theirforecasted costs by comparing such items to historical operating results of the relevant reporting unit and by assessing the likelihood or capability of the reporting unit to undertake activities or initiatives underpinning significant drivers of growth in the forecasted period.

SemGroup Acquisition (Note 3)
The Partnership acquired a controlling interest in SemGroup Corporation (“SemGroup”) in December 2019 and the assets acquired and liabilities assumed were required to be estimated and recorded at fair value as of the transaction date, for which the Partnership utilized a third party valuation specialist. We identified the estimation of the fair value of the assets acquired and liabilities assumed in the acquisition of SemGroup as a critical audit matter.

The principal considerations for our determination that the estimation of the fair value of the assets acquired and liabilities assumed in the acquisition of SemGroup was a critical audit matter are that there was a high degree of estimation uncertainty due to significant judgements with respect to the selection of the valuation methodologies applied, the assumptions used to estimate the future revenues and cash flows, for eachincluding revenue growth rates, forecasted costs, discount rates and future market conditions in the determination of the three yearsfair value of the intangible assets acquired, and the estimation of replacement costs of the property, plant and equipment acquired. This required an increased extent of effort when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to the fair value of the assets acquired and liabilities assumed, including the need to involve our fair value specialists.

Our audit procedures responsive to the estimation of the fair value of the assets acquired and liabilities assumed in the period ended December 31, 2016 in conformity with accounting principles generally acceptedacquisition of SemGroup included the following procedures, among others. We tested the effectiveness of controls relating to management’s review of the assumptions used to develop the future revenues and cash flows, the reconciliation of future revenues and cash flows prepared by management to the data used in the United Statesthird party valuation report, the review of America.estimated replacement cost of property, plant and equipment as compared to current carrying values, and the valuation methodologies applied. In addition to testing the effectiveness of controls, we also performed the following:
We also have audited, in accordance with
Utilized an internal valuation specialist to evaluate:
◦The methodologies used and whether they were acceptable for the underlying assets or operations and being applied correctly by performing an independent calculation,
◦The appropriateness of the replacement cost of property plant, and equipment, by performing an independent calculation and inspecting the estimated remaining years of service for the underlying assets based on the original acquisition dates and condition of assets,
◦The appropriateness of the discount rate by recalculating the weighted average costs of capital, and
◦The qualifications of the third party valuation specialist engaged by the Partnership based on their credentials and experience.
Tested the standardsrevenue growth rates and forecasted costs of SemGroup by comparing such items to the historical operating results of the Public Company Accounting Oversight Board (United States),acquired entity and by assessing the likelihood or capability of the acquired entity to undertake activities or initiatives underpinning significant drivers of growth in the forecasted period.

Environmental Remediation (Note 11)
The Partnership’s operations are subject to extensive federal, tribal, state and local environmental and safety laws and regulations that require expenditures for remediation at current and former facilities. We identified the identification, assessment and estimation of the environmental exposure associated with certain sites of ETC Sunoco Holdings LLC as a critical audit matter.

The principal considerations for our determination that the identification, assessment and estimation of the environmental exposure was a critical audit matter are that there was a high estimation uncertainty due to the complexity of the actuarial methods utilized, the discount rate applied and the potential for changes in the timing and extent of remediation. This required an increased extent

of effort when performing audit procedures, related to identification, assessment and estimation of the environmental exposure, including the need to involve actuarial specialists.

Our audit procedures related to the identification, assessment and estimation of the Partnership’s internal control over financial reporting asenvironmental exposure included the following procedures, among others. We tested the effectiveness of December 31, 2016, based on criteria establishedcontrols relating to the identification and review of the historical claims, payments and reserve data provided to the third party actuary specialist and the reconciliation of that data to that used in the 2013 Internal Control-Integrated Framework issued byactuary report, and the Committee of Sponsoring Organizationsreview of the Treadway Commission (COSO),discount rate and our report dated February 24, 2017 expressedactuarial methods applied. In addition to testing the effectiveness of controls, we performed the following procedures:

Utilized an unqualified opinion thereon.external actuarial specialist to evaluate:
◦The methodologies used and whether they were acceptable for the underlying operations,
◦The qualifications of the third party actuary specialist engaged by the Partnership based on their credentials and experience.
Evaluated the appropriateness of the discount rate used by comparing it to the historical rate of return from the captive insurance company’s investment portfolio used to fund the underlying liabilities, and

Evaluated the life-to-date payments, reserves, and payment patterns by agreeing the historical claims and payment amounts to the underlying claims or general ledger.
/s/ GRANT THORNTON LLP
We have served as the Partnership’s auditor since 2004.
Dallas, Texas
February 24, 201721, 2020




ENERGY TRANSFER EQUITY, L.P.LP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in millions)
 December 31,
 2019 2018
ASSETS   
Current assets:   
Cash and cash equivalents$291
 $419
Accounts receivable, net5,038
 4,009
Accounts receivable from related companies159
 111
Inventories1,935
 1,677
Income taxes receivable146
 73
Derivative assets23
 111
Other current assets275
 350
Total current assets7,867
 6,750
    
Property, plant and equipment89,790
 79,776
Accumulated depreciation and depletion(15,597) (12,813)
 74,193
 66,963
    
Advances to and investments in unconsolidated affiliates3,460
 2,642
Lease right-of-use assets, net964
 —
Other non-current assets, net1,075
 1,006
Intangible assets, net6,154
 6,000
Goodwill5,167
 4,885
Total assets$98,880
 $88,246
 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






















ENERGY TRANSFER EQUITY, L.P.LP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in millions)
December 31,December 31,
2016 20152019 2018
LIABILITIES AND EQUITY      
Current liabilities:      
Accounts payable$3,502
 $2,274
$4,118
 $3,493
Accounts payable to related companies42
 28
31
 59
Derivative liabilities172
 69
147
 185
Operating lease current liabilities60
 —
Accrued and other current liabilities2,367
 2,408
3,342
 2,918
Current maturities of long-term debt1,194
 131
26
 2,655
Total current liabilities7,277
 4,910
7,724
 9,310
      
Long-term debt, less current maturities42,608
 36,837
51,028
 43,373
Long-term notes payable - related companies250
 —
Non-current derivative liabilities273
 104
Non-current operating lease liabilities901
 —
Deferred income taxes5,112
 4,590
3,208
 2,926
Non-current derivative liabilities76
 137
Other non-current liabilities1,123
 1,069
1,162
 1,184
      
Commitments and contingencies

 



 


Preferred units of subsidiary (Note 7)33
 33
Redeemable noncontrolling interests15
 15
739
 499
      
Equity:      
Limited Partners:   
Common Unitholders (2,689,580,631 and 2,619,368,605 units authorized, issued and outstanding as of December 31, 2019 and 2018, respectively)21,842
 20,606
General Partner(3) (2)(4) (5)
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
Accumulated other comprehensive loss(11) (42)
Total partners’ capital21,827
 20,559
Noncontrolling interests12,018
 10,291
Total equity22,517
 23,598
33,845
 30,850
Total liabilities and equity$79,011
 $71,189
$98,880
 $88,246












ENERGY TRANSFER EQUITY, L.P.LP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in millions, except per unit data)
Years Ended December 31,Years Ended December 31,
2016 2015 20142019 2018 2017
REVENUES:          
Refined product sales$16,752
 $17,458
 $11,166
Crude sales15,917
 14,425
 10,706
NGL sales8,290
 9,986
 7,781
Gathering, transportation and other fees9,086
 6,797
 4,435
Natural gas sales$3,619
 $3,671
 $5,386
3,295
 4,452
 4,172
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
873
 969
 2,263
Total revenues37,504
 42,126
 55,691
54,213
 54,087
 40,523
COSTS AND EXPENSES:          
Cost of products sold28,656
 34,009
 48,414
39,727
 41,658
 30,966
Operating expenses2,696
 2,661
 2,102
3,294
 3,089
 2,644
Depreciation, depletion and amortization2,359
 2,079
 1,724
3,147
 2,859
 2,554
Selling, general and administrative807
 639
 611
694
 702
 599
Impairment losses1,487
 339
 370
74
 431
 1,039
Total costs and expenses36,005
 39,727
 53,221
46,936
 48,739
 37,802
OPERATING INCOME1,499
 2,399
 2,470
7,277
 5,348
 2,721
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
Interest expense, net of interest capitalized(2,331) (2,055) (1,922)
Equity in earnings of unconsolidated affiliates302
 344
 144
Impairment of investments in unconsolidated affiliates—
 —
 (313)
Losses on extinguishments of debt—
 (43) (25)(18) (112) (89)
Losses on interest rate derivatives(12) (18) (157)
Gains (losses) on interest rate derivatives(241) 47
 (37)
Other, net124
 22
 (11)105
 62
 206
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAX EXPENSE(176) 993
 1,417
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAX EXPENSE (BENEFIT)5,094
 3,634
 710
Income tax expense (benefit) from continuing operations(217) (100) 357
195
 4
 (1,833)
INCOME FROM CONTINUING OPERATIONS41
 1,093
 1,060
4,899
 3,630
 2,543
Income from discontinued operations—
 —
 64
Loss from discontinued operations, net of income taxes—
 (265) (177)
NET INCOME41
 1,093
 1,124
4,899
 3,365
 2,366
Less: Net income (loss) attributable to noncontrolling interest(954) (96) 491
Less: Net income attributable to noncontrolling interests1,256
 1,632
 1,412
Less: Net income attributable to redeemable noncontrolling interests51
 39
 —
NET INCOME ATTRIBUTABLE TO PARTNERS995
 1,189
 633
3,592
 1,694
 954
ET Series A Convertible Preferred Unitholders’ interest in net income—
 33
 37
General Partner’s interest in net income3
 3
 2
4
 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
$3,588
 $1,658
 $915
INCOME FROM CONTINUING OPERATIONS PER LIMITED PARTNER UNIT:          
Basic$0.94
 $1.11
 $0.58
$1.37
 $1.17
 $0.86
Diluted$0.92
 $1.11
 $0.57
$1.36
 $1.16
 $0.84
NET INCOME PER LIMITED PARTNER UNIT:          
Basic$0.94
 $1.11
 $0.58
$1.37
 $1.16
 $0.85
Diluted$0.92
 $1.11
 $0.57
$1.36
 $1.15
 $0.83

ENERGY TRANSFER EQUITY, L.P.LP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in millions)
 
Years Ended December 31,Years Ended December 31,
2016 2015 20142019 2018 2017
Net income$41
 $1,093
 $1,124
$4,899
 $3,365
 $2,366
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
11
 (4) 6
Actuarial gain (loss) relating to pension and other postretirement benefits(1) 65
 (113)24
 (43) (12)
Foreign currency translation adjustment(1) (1) (2)6
 —
 —
Change in other comprehensive income from unconsolidated affiliates4
 (1) (6)(10) 4
 1
4
 60
 (117)31
 (43) (5)
Comprehensive income45
 1,153
 1,007
4,930
 3,322
 2,361
Less: Comprehensive income (loss) attributable to noncontrolling interest(950) (41) 388
Less: Comprehensive income attributable to noncontrolling interests1,256
 1,632
 1,407
Less: Comprehensive income attributable to redeemable noncontrolling interests51
 39
 —
Comprehensive income attributable to partners$995
 $1,194
 $619
$3,623
 $1,651
 $954








































































ENERGY TRANSFER EQUITY, L.P.LP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
(Dollars in millions)
 
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
 Series A Convertible Preferred Units 
Common
Unitholders
 
General
Partner
 
Accumulated
Other
Comprehensive
Loss
 
Non-
controlling
Interest
 Total
Balance, December 31, 2016$180
 $(1,871) $(3) $—
 $24,125
 $22,431
Distributions to partners—
 (1,008) (2) —
 —
 (1,010)
Distributions to noncontrolling interests—
 —
 —
 —
 (2,999) (2,999)
Distributions reinvested234
 (234) —
 —
 —
 —
Common units issued for cash—
 568
 —
 —
 —
 568
Subsidiary units issued for cash(1) (55) —
 —
 3,291
 3,235
Capital contributions from noncontrolling interests—
 —
 —
 —
 2,202
 2,202
Sale of Bakken pipeline interest—
 42
 —
 —
 1,958
 2,000
Sale of Rover pipeline interest—
 2
 —
 —
 1,476
 1,478
Acquisition of PennTex noncontrolling interest—
 (2) —
 —
 (278) (280)
Other comprehensive loss, net of tax—
 —
 —
 —
 (5) (5)
Other, net—
 —
 —
 —
 (6) (6)
Net income37
 915
 2
 —
 1,412
 2,366
Balance, December 31, 2017450
 (1,643) (3) —
 31,176
 29,980
Distributions to partners—
 (1,681) (3) —
 —
 (1,684)
Distributions to noncontrolling interests—
 —
 —
 —
 (3,117) (3,117)
Distributions reinvested115
 (115) —
 —
 


 —
Subsidiary units repurchased(7) (119) —
 —
 102
 (24)
Subsidiary units issued—
 1
 —
 —
 923
 924
Energy Transfer Merger—
 21,869
 —
 —
 (21,869) —
Capital contributions from noncontrolling interests—
 —
 —
 —
 649
 649
Cumulative effect adjustment due to change in accounting principle—
 —
 —
 —
 (54) (54)
Acquisition of USAC noncontrolling interest—
 —
 —
 —
 832
 832
ET Series A Convertible Preferred Units conversion(589) 589
 —
 —
 —
 —
Other comprehensive loss, net of tax—
 —
 —
 (43) —
 (43)
Other, net(2) 47
 (2) 1
 17
 61
Net income, excluding amounts attributable to redeemable noncontrolling interests33
 1,658
 3
 —
 1,632
 3,326
Balance, December 31, 2018—
 20,606
 (5) (42) 10,291
 30,850
Distributions to partners—
 (3,051) (3) —
 —
 (3,054)
Distributions to noncontrolling interests—
 —
 —
 —
 (1,597) (1,597)
Common units repurchased—
 (25) —
 —
 —
 (25)
Subsidiary units issued—
 —
 —
 —
 780
 780
Capital contributions from noncontrolling interests—
 —
 —
 —
 348
 348
Sale of noncontrolling interest in subsidiary—
 —
 —
 —
 93
 93
SemGroup Acquisition—
 652
 —
 —
 819
 1,471
Other comprehensive income, net of tax—
 —
 —
 31
 —
 31
Other, net—
 72
 —
 —
 28
 100
Net income, excluding amounts attributable to redeemable noncontrolling interests—
 3,588
 4
 —
 1,256
 4,848
Balance, December 31, 2019$—
 $21,842
 $(4) $(11) $12,018
 $33,845

ENERGY TRANSFER EQUITY, L.P.LP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in millions)
 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
 Years Ended December 31,
 2019 2018 2017
OPERATING ACTIVITIES:     
Net income$4,899
 $3,365
 $2,366
Reconciliation of net income to net cash provided by operating activities:     
Loss from discontinued operations—
 265
 177
Depreciation, depletion and amortization3,147
 2,859
 2,554
Deferred income taxes217
 (7) (1,871)
Inventory valuation adjustments(79) 85
 (24)
Non-cash compensation expense113
 105
 99
Impairment losses74
 431
 1,039
Impairment of investments in unconsolidated affiliates—
 —
 313
Losses on extinguishment of debt18
 112
 89
Distributions on unvested awards(38) (38) (35)
Equity in earnings of unconsolidated affiliates(302) (344) (144)
Distributions from unconsolidated affiliates290
 328
 297
Other non-cash182
 56
 (239)
Net change in operating assets and liabilities, net of effects of acquisitions(518) 289
 (192)
Net cash provided by operating activities8,003
 7,506
 4,429
INVESTING ACTIVITIES:     
Cash proceeds from sale of noncontrolling interest in subsidiary93
 —
 —
Cash received in USAC acquisition, net of cash paid—
 461
 —
Cash proceeds from Bakken pipeline transaction—
 —
 2,000
Cash proceeds from Rover pipeline transaction—
 —
 1,478
Cash paid for SemGroup Acquisition, net of cash received(787) —
 —
Cash paid for acquisition of PennTex noncontrolling interest—
 —
 (280)
Cash paid for all other acquisitions(7) (429) (303)
Capital expenditures, excluding allowance for equity funds used during construction(5,960) (7,407) (8,444)
Contributions in aid of construction costs80
 109
 31
Contributions to unconsolidated affiliates(523) (26) (268)
Distributions from unconsolidated affiliates in excess of cumulative earnings98
 69
 135
Proceeds from the sale of assets54
 87
 48
Other18
 61
 (3)
Net cash used in investing activities(6,934) (7,075) (5,606)
      

FINANCING ACTIVITIES:     
Proceeds from borrowings22,583
 29,001
 31,608
Repayments of debt(20,101) (28,948) (31,268)
Repayments of notes payable to related party—
 —
 (255)
Common units issued for cash—
 —
 568
Subsidiary units issued for cash780
 1,402
 3,235
Capital contributions from noncontrolling interests348
 649
 1,214
Distributions to partners(3,054) (1,684) (1,010)
Distributions to noncontrolling interests(1,597) (3,117) (2,961)
Distributions to redeemable noncontrolling interests—
 (24) —
Common units repurchased under buyback program(25) —
 —
Subsidiary units repurchased—
 (24) —
Redemption of preferred units—
 —
 (53)
Debt issuance costs(117) (171) (131)
Other(14) (166) 6
Net cash provided by (used in) financing activities(1,197) (3,082) 953
DISCONTINUED OPERATIONS:     
Operating activities—
 (484) 136
Investing activities—
 3,207
 (38)
Changes in cash included in current assets held for sale—
 11
 (5)
Net increase in cash and cash equivalents of discontinued operations—
 2,734
 93
Increase (decrease) in cash and cash equivalents(128) 83
 (131)
Cash and cash equivalents, beginning of period419
 336
 467
Cash and cash equivalents, end of period$291
 $419
 $336

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


1.
OPERATIONS AND ORGANIZATIONBASIS OF PRESENTATION:
Financial Statement PresentationThe consolidated financial statements presented herein contain the results of Energy Transfer LP and its subsidiaries (the “Partnership,” “we,” “us,” “our” or “ET”). References to the “Parent Company” mean Energy Transfer LP on a stand-alone basis.
In October 2018, we completed the merger of ETO with a wholly-owned subsidiary of ET in a unit-for-unit exchange (the “Energy Transfer Merger”). In connection with the transaction, the former common unitholders (other than ET and its subsidiaries) received 1.28 common units of ET for each common unit of ETO they owned. Following the closing of the Energy Transfer Merger, Energy Transfer Partners, L.P. was renamed Energy Transfer Operating, L.P. In addition, Energy Transfer Equity, L.P. was renamed Energy Transfer LP, and its common units began trading on the NYSE under the “ET” ticker symbol on Friday, October 19, 2018.
Immediately prior to the closing of the Energy Transfer Merger, the following also occurred:
the IDRs in Energy Transfer Partners, L.P. were converted into 1,168,205,710 common units;
the general partner interest in ETO was converted to a non-economic general partner interest and ETO issued 18,448,341 ETO common units to ETP GP;
ET contributed its 2,263,158 Sunoco LP common units to ETO in exchange for 2,874,275 ETO common units and 100 percent of the limited liability company interests in Sunoco GP LLC, the sole general partner of Sunoco LP, and all of the IDRs in Sunoco LP, to ETO in exchange for 42,812,389 ETO common units;
ET contributed its 12,466,912 common units representing limited partner interests in USAC and 100 percent of the limited liability company interests in USA Compression GP, LLC, the general partner of USAC, to ETO in exchange for 16,134,903 ETO common units; and
ET contributed its 100 percent limited liability company interest in Lake Charles LNG and a 60 percent limited liability company interest in each of Energy Transfer LNG Export, LLC, ET Crude Oil Terminals, LLC and ETC Illinois LLC (collectively, “Lake Charles LNG and Other”) to ETO in exchange for 37,557,815 ETO common units.
Subsequent to the Energy Transfer Merger, substantially all of the Partnership’s cash flows are derived from distributions related to its investment in ETO, whose cash flows are derived from its subsidiaries, including ETO’s investments in Sunoco LP and USAC. 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 ET’s subsidiaries.
Our financial statements reflect the following reportable segments:
•intrastate transportation and storage;
•interstate transportation and storage;
•midstream;
•NGL and refined products transportation and services;
•crude oil transportation and services;
•investment in Sunoco LP;
•investment in USAC; and
•corporate and other, including the following:
activities of the Parent Company; and
certain operations and investments that are not separately reflected as reportable segments.
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 owns and operates intrastate natural gas pipeline systems and storage facilities 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 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.
The Partnership owns a controlling interest in Sunoco LP which is engaged in the wholesale distribution of motor fuels to convenience stores, independent dealers, commercial customers, and distributors, as well as the retail sale of motor fuels and merchandise through Sunoco LP operated convenience stores and retail fuel sites. As of December 31, 2019, our interest in Sunoco LP consisted of 100% of the general partner and IDRs, as well as 28.5 million common units.
The Partnership owns a controlling interest in USAC which provides compression services to producers, processors, gatherers and transporters of natural gas and crude oil. As of December 31, 2019, our interest in USAC consisted of 100% of the general partner and 46.1 million common units.
Basis of Presentation.The consolidated financial statements of Energy Transfer Equity, L.P. (the “Partnership,” “we” or “ETE”)LP presented herein for the years ended December 31, 2016, 2015,2019, 2018 and 2014,2017, 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 ETEET presented herein include the results of operations of:
the Parent Company;
our controlled subsidiaries, subsidiary, Energy Transfer Operating, L.P.; and
Energy Transfer Partners GP, L.P. (“ETP and Sunoco LP (see description of their respective operations below under “Business Operations”GP”);
ETP’s and Sunoco LP’s consolidated subsidiaries and our wholly-owned subsidiaries that own, the general partner of ETO, and IDR interests in Energy Transfer Partners, L.L.C. (“ETP and Sunoco LP; andLLC”), the general partner of ETP GP.
our wholly-owned subsidiary, Lake Charles LNG.
Our subsidiaries also own varying undivided interests inFor prior periods herein, 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 amountsbalances have been reclassified to conformassets and liabilities held for sale and certain revenues and expenses to the 2016 presentation.discontinued operations. These reclassifications had no impact on net income or total equity.
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 Sunoco LP. 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, see Note 17 for stand-alone financial information apart from that of the consolidated partnership information included herein.

ETP is a publicly traded partnership whose operations comprise the following:
the gathering and processing, compression, treating and transportation of natural gas, focusing on providing midstream services in some of the most prolific natural gas producing regions in the United States, including the Eagle Ford, Haynesville, Barnett, Fayetteville, Marcellus, Utica, Bone Spring, and Avalon shales;
intrastate transportation and storage natural gas operations that own and operate natural gas pipeline systems that are engaged in the business of purchasing, gathering, transporting, processing, and marketing natural gas and NGLs in the states of Texas, Louisiana, New Mexico and West Virginia;
interstate pipelines that are owned and operated, either directly or through equity method investments, that transport natural gas to various markets in the United States; and
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.
Sunoco LP is a publicly traded partnership 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.
Lake Charles LNG operates a LNG import terminal, which has approximately 9.0 Bcf of above ground LNG storage capacity and re-gasification facilities on Louisiana’s Gulf Coast near Lake Charles, Louisiana. Lake Charles LNG is engaged in interstate commerce and is subject to the rules, regulations and accounting requirements of the FERC.
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.
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.
NewLease Accounting Pronouncements
In May 2014,February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenuefrom Contracts with Customers2016-02, Leases (Topic 606) (“ASU 2014-09”842), which has amended the FASB Accounting Standards Codification (“ASC”) and introduced Topic 842, Leases. On January 1, 2019, the Partnership has adopted ASC Topic 842 (“Topic 842”), which clarifies the principlesis effective 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 forinterim and annual reporting periods beginning on or after December 15, 2017,2018. Topic 842 requires entities to recognize lease assets

and liabilities on the balance sheet for all leases with a term of more than one year, 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 retrospectivelyoperating leases, which historically were not recorded on the balance sheet in accordance with the prior standard.
To adopt Topic 842, the Partnership recognized a cumulative effectcatch-up adjustment to the opening balance sheet as of initially applying the guidance recognized at the dateJanuary 1, 2019 related to certain leases that existed as 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,that date. As permitted, we have determined that the timing and/or amount of revenue that we recognize on certain contracts may be impacted by thenot retrospectively modified our consolidated financial statements for comparative purposes. 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 bestandard had a material toimpact on 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 standardbalance sheet, but did not have an impact on the Partnership’sour 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 customeroperations, comprehensive income 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.
The results of ETP’s intrastate transportation and storage and interstate transportation and storage operations are determined primarily by the amount of capacity 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. Fuel retained for a fee 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’s 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 ETP’s 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 ETP 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 gathers and processes natural gas on behalf of producers, sells the resulting residue gas and NGL volumes at market prices and remits to producers an agreed upon percentage of the proceeds based on an index price, (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. 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 ascash flows. As a result of changes in producer preferences, expansion in regions where some typesadoption, we have recorded additional net right-of-use (“ROU”) lease assets and lease liabilities of approximately $888 million and $888 million, respectively, as of January 1, 2019. In addition, we have updated our business processes, systems, and internal controls to support the on-going reporting requirements under the new standard.
To adopt Topic 842, the Partnership elected the package of practical expedients permitted under the transition guidance within the standard. The expedient package allowed us not to reassess whether existing contracts are more commoncontained a lease, the lease classification of existing leases 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 passinitial direct cost for existing leases. In addition to the customer.
In ETP’s natural gas compression business, revenue is recognized for compressor packagespackage of practical expedients, the Partnership has elected not to capitalize amounts pertaining to leases with terms less than twelve months, to use the portfolio approach to determine discount rates, not to separate non-lease components from lease components and technical service jobs usingnot to apply the completed contract method which recognizes revenue upon completionuse 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.
Terminalling and storage revenues are recognized at the time the services are provided. Pipeline revenues are recognized upon delivery of the barrelshindsight to the location designated by the shipper. Crude oil acquisition and marketing revenues, as well as refined product marketing revenues, are recognized when titleactive lease population.
Cumulative-effect adjustments made to the product is transferredopening balance sheet at January 1, 2019 were as follows:
 Balance at December 31, 2018, as previously reported Adjustments due to Topic 842 (Leases) Balance at January 1, 2019
Assets:     
Property, plant and equipment, net$66,963
 $(1) $66,962
Lease right-of-use assets, net—
 889
 889
Liabilities:     
Operating lease current liabilities$—
 $71
 $71
Accrued and other current liabilities2,918
 (1) 2,917
Current maturities of long-term debt2,655
 1
 2,656
Long-term debt, less current maturities43,373
 6
 43,379
Non-current operating lease liabilities—
 823
 823
Other non-current liabilities1,184
 (12) 1,172
Additional disclosures related to the customer. Revenueslease accounting 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 costsincluded in the purchases component of cost of products sold and operating expenses in the statements of operations.
Investment in Sunoco LP
Revenues from Sunoco LP’s two primary product categories, motor fuel and merchandise, 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 greater 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 lesser extent, commodity usage charges. Reservation revenues are based on contracted rates and capacity reserved by the customers and recognized monthly. Revenues from commodity usage charges are also recognized monthly and represent the recovery of electric power charges at Lake Charles LNG’s terminal.Note 13.
Regulatory Accounting – Regulatory Assets and Liabilities
ETP’sOur interstate transportation and storage operations aresegment is subject to regulation by certain state and federal authorities, and certain subsidiaries in those operationsthat 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 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, 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 the FERC in accordance with the NGANatural Gas Act of 1938 and NGPA,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 whichthat 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, dispositions and deconsolidation)acquisitions) included in cash flows from operating activities wasis comprised as follows:
 Years Ended December 31,
 2019 2018 2017
Accounts receivable$(473) $541
 $(948)
Accounts receivable from related companies(69) 162
 24
Inventories(117) 282
 58
Other current assets117
 7
 38
Other non-current assets, net(78) (92) 84
Accounts payable146
 (766) 712
Accounts payable to related companies(32) (202) (178)
Accrued and other current liabilities(44) 382
 (97)
Other non-current liabilities(186) 28
 106
Derivative assets and liabilities, net218
 (53) 9
Net change in operating assets and liabilities, net of effects of acquisitions$(518) $289
 $(192)
 Years Ended December 31,
 2016 2015 2014
Accounts receivable$(1,126) $856
 $600
Accounts receivable from related companies42
 (5) 30
Inventories(356) (430) 51
Other current assets149
 (225) 151
Other non-current assets, net(148) 250
 (6)
Accounts payable1,146
 (1,127) (850)
Accounts payable to related companies(64) 400
 5
Exchanges payable—
 —
 —
Accrued and other current liabilities89
 (697) (158)
Other non-current liabilities140
 (261) (73)
Derivative assets and liabilities, net67
 75
 19
Net change in operating assets and liabilities, net of effects of acquisitions$(61) $(1,164) $(231)

Non-cash investing and financing activities and supplemental cash flow information wereare as follows:
 Years Ended December 31,
 2019 2018 2017
NON-CASH INVESTING ACTIVITIES:     
Accrued capital expenditures$1,334
 $1,030
 $1,060
Lease assets obtained in exchange for new lease liabilities68
 —
 —
Net losses from subsidiary common unit transactions—
 (126) (56)
NON-CASH FINANCING ACTIVITIES:     
Contribution of assets from noncontrolling interests$—
 $—
 $988
SUPPLEMENTAL CASH FLOW INFORMATION:     
Cash paid for interest, net of interest capitalized$1,932
 $1,870
 $1,914
Cash paid for income taxes31
 508
 50
 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 subsidiaries assessoperations 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.
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 of their customers and take steps to mitigate credit losses and exposure to uncollectible trade receivables. Prospective and existing customers are reviewed regularly for creditworthiness to manage credit risk as necessary. Management reviews accounts receivable andwithin 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 is determinedon trade receivables based on the overall creditworthinessexpected ultimate recovery of customers,these receivables and consider many factors including historical write-offcustomer collection experience, general and specific economic trends, and identificationknown specific issues related to individual customers, sectors, and transactions that might impact collectability. Increases in the allowance are recorded as a component of specific customers with payment issues.

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.
Inventories
Inventories consist principally of natural gas held in storage, NGLs and refined products, crude oil refined products and spare parts. Natural gas held in storage isparts, all of which are valued at the lower of cost or marketnet realizable value 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,
 2019 2018
Natural gas, NGLs and refined products (1)
$833
 $833
Crude oil654
 506
Spare parts and other448
 338
Total inventories$1,935
 $1,677

(1)
Due to changes in fuel prices, Sunoco LP recorded a write-down on the value of its fuel inventory of $85 million as of December 31, 2018.
 December 31,
 2016 2015
Natural gas and NGLs$699
 $415
Crude oil683
 424
Refined products540
 420
Spare parts and other369
 377
Total inventories$2,291
 $1,636
During 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 utilizesWe utilize commodity derivatives to manage price volatility associated with certain of itsour natural gas inventory and designates certain of these derivatives as fair value hedges for accounting purposes.inventory. Changes in fair value of the designated hedged inventory have beenare recorded in inventory on our consolidated balance sheets and in cost of products sold in our consolidated statements of operations.
Other Current Assets
Other current assets consisted of the following:
 December 31,
 2019 2018
Deposits paid to vendors$95
 $141
Prepaid expenses and other180
 209
Total other current assets$275
 $350
 December 31,
 2016 2015
Deposits paid to vendors$74
 $74
Income taxes receivable128
 326
Prepaid expenses and other384
 203
Total other current assets$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 mandatedFERC-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 subsidiarieswe 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.
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, ETP recorded2019, USAC recognized a $133$6 million fixed asset impairment related to certain idle compressor assets. Sunoco LP recognized a $47 million write-down on assets held for sale related to its ethanol plant in Fulton, New York.
In 2018, USAC recognized a $9 million fixed asset impairment related to certain idle compressor assets.

In 2017, the interstate transportation and storage operationsPartnership recorded a $127 million fixed asset impairment related to Sea Robin primarily due to a reduction in 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 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 decreaseincrease during 2017 in future cash flows. No other fixed asset impairments were identified or recorded for our reporting units during the periods presented.

insurance costs related to offshore assets.
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 facilities 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,
 2019 2018
Land and improvements$1,264
 $1,168
Buildings and improvements (1 to 45 years)2,632
 2,664
Pipelines and equipment (5 to 83 years)64,678
 58,783
Product storage and related facilities (2 to 83 years)5,898
 4,978
Right of way (20 to 83 years)4,859
 4,533
Other (1 to 48 years)1,964
 1,583
Construction work-in-process8,495
 6,067
 89,790
 79,776
Less – Accumulated depreciation and depletion(15,597) (12,813)
Property, plant and equipment, net$74,193
 $66,963
 December 31,
 2016 2015
Land and improvements$1,764
 $686
Buildings and improvements (1 to 45 years)3,275
 1,526
Pipelines and equipment (5 to 83 years)35,593
 32,677
Natural gas and NGL storage facilities (5 to 46 years)1,515
 390
Bulk storage, equipment and facilities (2 to 83 years)3,677
 2,853
Tanks and other equipment (5 to 40 years)1,286
 1,488
Retail equipment (2 to 99 years)1,141
 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)1,031
 3,837
Construction work-in-process10,390
 7,844
 63,721
 54,979
Less – Accumulated depreciation and depletion(8,283) (6,296)
Property, plant and equipment, net$55,438
 $48,683

We recognized the following amounts for the periods presented:
 Years Ended December 31,
 2019 2018 2017
Depreciation, depletion and amortization expense$2,839
 $2,538
 $2,204
Capitalized interest166
 294
 286
 Years Ended December 31,
 2016 2015 2014
Depreciation and depletion expense$2,089
 $1,776
 $1,457
Capitalized interest, excluding AFUDC202
 163
 113

Advances to and Investments in Unconsolidated Affiliates
Certain of our subsidiariesWe 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. An impairment of an investment in an unconsolidated affiliate is recognized when circumstances indicate that a decline in the investment value is other than temporary.
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,
 2019 2018
Regulatory assets$42
 $43
Pension assets84
 68
Deferred charges178
 173
Restricted funds178
 178
Other593
 544
Total other non-current assets, net$1,075
 $1,006
 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

(1)Includes unamortized financing costs related to the Partnership’s revolving credit facilities.
Restricted funds primarily consistedinclude an immaterial amount of restricted cash primarily 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, 2019 December 31, 2018
 
Gross Carrying
Amount
 
Accumulated
Amortization
 
Gross Carrying
Amount
 
Accumulated
Amortization
Amortizable intangible assets:       
Customer relationships, contracts and agreements (3 to 46 years)$7,535
 $(1,743) $7,106
 $(1,493)
Patents (10 years)48
 (35) 48
 (30)
Trade names (20 years)66
 (31) 66
 (28)
Other (5 to 20 years)19
 (12) 33
 (9)
Total amortizable intangible assets7,668
 (1,821) 7,253
 (1,560)
Non-amortizable intangible assets:       
Trademarks295
 —
 295
 —
Other12
 —
 12
 —
Total non-amortizable intangible assets307
 —
 307
 —
Total intangible assets$7,975
 $(1,821) $7,560
 $(1,560)
 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)$6,070
 $(981) $5,254
 $(738)
Trade names (15 years)818
 (29) 559
 (25)
Patents (9 years)48
 (21) 48
 (16)
Other (1 to 15 years)42
 (14) 15
 (7)
Total amortizable intangible assets6,978
 (1,045) 5,876
 (786)
Non-amortizable intangible assets:       
Trademarks—
 —
 341
 —
Contractual rights43
 —
 —
 —
Liquor licenses16
 —
 —
 —
Total intangible assets$7,037
 $(1,045) $6,217
 $(786)

Aggregate amortization expense of intangiblesintangible assets was as follows:
 Years Ended December 31,
 2019 2018 2017
Reported in depreciation, depletion and amortization expense$308
 $321
 $344
 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 was as follows:
Years Ending December 31: 
2020$394
2021390
2022360
2023320
2024307

Years Ending December 31: 
2017$281
2018279
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.
In 2016, we recorded $32Sunoco LP performed impairment tests on its indefinite-lived intangible assets during the fourth quarter of 2018 and recognized a $30 million of intangible asset impairment related to Sunoco LP’s Laredo Taco Company trade namecharge on its contractual rights primarily due to decreases in projected future revenues and cash flows from the date the intangible asset wasassets were originally recorded. In 2015, we recorded $24
Sunoco LP performed impairment tests on its indefinite-lived intangible assets during the fourth quarter of 2017 and recognized a total of $17 million of intangible asset impairments related to ETP’s liquids transportationin impairment charges on their contractual rights and services operationsliquor licenses primarily due to an expected decreasedecreases in projected future revenues and cash flows.flows from the date the intangible assets were originally recorded.

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 NGL and Refined Products Transportation and Services Crude Oil Transportation and Services Investment in Sunoco LP Investment in USAC All Other Total
Balance, December 31, 2017$10
 $196
 $870
 $693
 $1,167
 $1,430
 $—
 $402
 $4,768
Acquired—
 —
 —
 —
 —
 129
 366
 —
 495
CDM Contribution—
 —
 —
 —
 —
 —
 253
 (253) —
Impaired—
 —
 (378) —
 —
 —
 —
 —
 (378)
Other—
 —
 —
 —
 —
 —
 —
 —
 —
Balance, December 31, 201810
 196
 492
 693
 1,167
 1,559
 619
 149
 4,885
Acquired—
 42
 —
 —
 230
 —
 —
 35
 307
Impaired—
 (12) (9) —
 —
 —
 —
 —
 (21)
Other—
 —
 —
 —
 —
 (4) —
 —
 (4)
Balance, December 31, 2019$10
 $226
 $483
 $693
 $1,397
 $1,555
 $619
 $184
 $5,167
 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

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 2016,2019, $265 million goodwill was recorded in conjunction with the acquisition of SemGroup.
During the third quarter of 2019, the Partnership performedrecognized a goodwill impairment tests on our reporting units and recognized goodwill impairments of $638$12 million related to the Southwest Gas operations within the interstate transportation and storage operations and $32 million in the midstream operationssegment primarily due to decreases in projected future revenues and cash flows driven by declines in commodity prices andflows. During the fourth quarter of 2019, the Partnership recognized a goodwill impairment of $9 million related to our North Central operations within the midstream segment primarily due to changes in assumptions related to projected future revenues and cash flows.
During the markets that these assets serve. Sunoco LPfourth quarter of 2018, the Partnership recognized goodwill impairments of $642$378 million related to our Northeast operations within the midstream segment primarily due to changes in assumptions related to projected future revenues and cash flows from the dates the goodwill was originally recorded. These changes in assumptions reflect delays in the construction of third-party takeaway capacity in the Northeast.
During the fourth quarter of 2015, ETP performed goodwill impairment tests on its reporting units and2017, the Partnership recognized goodwill impairments of: (i) $99of $262 million in the Transwestern reporting unit due primarily to the market declines in currentinterstate transportation and expected future commodity prices in the fourth quarter of 2015, and (ii) $106storage segment, $79 million in the Lone Star Refinery Services reporting unitNGL and refined products transportation and services segment and $452 million in the all other segment primarily due primarily to changes in assumptions related to potentialprojected future revenues decrease as well asand cash flows from the market declinesdates the goodwill was originally recorded. Sunoco LP recognized goodwill impairments of $387 million, of which $102 million was allocated to continuing operations,primarily due to changes in currentassumptions related to projected future revenues and expected future commodity prices.cash flows from the dates the goodwill was originally recorded.
TheIn connection with aforementioned impairments, 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.
Management does not believe that any of the goodwill balances in its reporting units is currently at significant risk of impairment; however, of the $5.17 billion of goodwill on the Partnership’s consolidated balance sheet as of December 31, 2019, approximately $380 million is recorded in reporting units for which the estimated fair value exceeded the carrying value by less than 20% in the most recent quantitative test.
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 obligationARO 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 obligationsAROs as of December 31, 20162019 and 2015,2018, 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. ETC Sunoco Inc. has legal asset retirement obligationsAROs 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, ETC Sunoco Inc. is legally or contractually required to abandon in place or remove the asset. Sunoco Logistics believes itWe believe we may have additional asset retirement obligationsAROs related to itsETC Sunoco’s pipeline assets and storage tanks, for which it is not possible to estimate whether or when the retirement obligationsAROs will be settled. Consequently, these retirement obligationsAROs cannot be measured at this time. Sunoco LP has AROs related to the estimated future cost to remove underground storage tanks.
Below is a scheduleAs of AROs by segment recorded asDecember 31, 2019 and 2018, other non-current liabilities in ourthe Partnership’s consolidated balance sheets:sheets included AROs of $247 million and $193 million, respectively. For the years ended December 31, 2019, 2018 and 2017 aggregate accretion expense related to AROs was $5 million, $13 million and $9 million, respectively.
 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.
Long-livedOther non-current assets related to AROs aggregated $14on the Partnership’s consolidated balance sheet included $31 million and $18$26 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, 20162019 and 2015,2018, respectively.

Accrued and Other Current Liabilities
Accrued and other current liabilities consisted of the following:
 December 31,
 2019 2018
Interest payable$579
 $571
Customer advances and deposits123
 128
Accrued capital expenditures1,334
 1,030
Accrued wages and benefits217
 283
Taxes payable other than income taxes263
 256
Exchanges payable67
 112
Other759
 538
Total accrued and other current liabilities$3,342
 $2,918
 December 31,
 2016 2015
Interest payable$545
 $519
Customer advances and deposits72
 114
Accrued capital expenditures769
 743
Accrued wages and benefits254
 218
Taxes payable other than income taxes201
 76
Exchanges payable208
 106
Other318
 632
Total accrued and other current liabilities$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
TheOur redeemable noncontrolling interests relate to certain preferred unitholders of one of our consolidated subsidiaries that have the option to convert their preferred units to such subsidiary’s common units at the election of the holders and the noncontrolling interest holders in one of Sunoco Logistics’our consolidated subsidiaries that have the option to sell their interests to Sunoco Logistics.us. In accordance with applicable accounting guidance, the noncontrolling interest is excluded from total equity and reflected as redeemable interestnoncontrolling interests on theour consolidated balance sheet. See Note 7 for further information.
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 consolidated debt obligations as of December 31, 20162019 was $45.05$54.79 billion and $43.80$51.05 billion, respectively. As of December 31, 2015,2018, the aggregate fair value and carrying amount of our consolidated debt obligations was $33.22$45.06 billion and $36.97$46.03 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 the ETP Preferred Unitsour 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, no2019, 0 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, 20162019 and 20152018 based on inputs used to derive their fair values:
Fair Value Measurements  at
December 31, 2016		Fair Value Total Fair Value Measurements at December 31, 2019
Fair Value
Total
 Level 1 Level 2 Level 3Level 1 Level 2
Assets:            
Commodity derivatives:            
Natural Gas:            
Basis Swaps IFERC/NYMEX$14
 $14
 $—
 $—
$17
 $17
 $—
Swing Swaps IFERC2
 —
 2
 —
1
 —
 1
Fixed Swaps/Futures96
 96
 —
 —
65
 65
 —
Forward Physical Swaps1
 —
 1
 —
Forward Physical Contracts3
 —
 3
Power:            
Forwards4
 —
 4
 —
11
 —
 11
Futures1
 1
 —
 —
4
 4
 —
Options — Calls1
 1
 —
 —
Natural Gas Liquids — Forwards/Swaps233
 233
 —
 —
Options – Puts1
 1
 —
Options – Calls1
 1
 —
NGLs – Forwards/Swaps260
 260
 —
Refined Products – Futures2
 2
 —
 —
8
 8
 —
Crude – Futures9
 9
 —
 —
Crude – Forwards/Swaps13
 13
 —
Total commodity derivatives363
 356
 7
 —
384
 369
 15
Other non-current assets31
 20
 11
Total assets$363
 $356
 $7
 $—
$415
 $389
 $26
Liabilities:            
Interest rate derivatives$(193) $—
 $(193) $—
$(399) $—
 $(399)
Embedded derivatives in the ETP Preferred Units(1) —
 —
 (1)
Commodity derivatives:            
Natural Gas:            
Basis Swaps IFERC/NYMEX(11) (11) —
 —
(49) (49) —
Swing Swaps IFERC(3) —
 (3) —
(1) —
 (1)
Fixed Swaps/Futures(149) (149) —
 —
(43) (43) —
Power:            
Forwards(5) 

 (5) —
(5) —
 (5)
Futures(1) (1) —
 —
(3) (3) —
Natural Gas Liquids — Forwards/Swaps(273) (273) —
 —
NGLs – Forwards/Swaps(278) (278) —
Refined Products – Futures(23) (23) —
 —
(10) (10) —
Crude — Futures(13) (13) —
 —
Total commodity derivatives(478) (470) (8) —
(389) (383) (6)
Total liabilities$(672) $(470) $(201) $(1)$(788) $(383) $(405)

 Fair Value Total Fair Value Measurements at December 31, 2018
 Level 1 Level 2
Assets:     
Commodity derivatives:     
Natural Gas:     
Basis Swaps IFERC/NYMEX$42
 $42
 $—
Swing Swaps IFERC52
 8
 44
Fixed Swaps/Futures97
 97
 —
Forward Physical Contracts20
 —
 20
Power:     
Power – Forwards48
 —
 48
Futures1
 1
 —
Options – Calls1
 1
 —
NGLs – Forwards/Swaps291
 291
 —
Refined Products – Futures7
 7
 —
Crude - Forwards/Swaps1
 1
 —
Total commodity derivatives560
 448
 112
Other non-current assets26
 17
 9
Total assets$586
 $465
 $121
Liabilities:     
Interest rate derivatives$(163) $—
 $(163)
Commodity derivatives:     
Natural Gas:     
Basis Swaps IFERC/NYMEX(91) (91) —
Swing Swaps IFERC(40) —
 (40)
Fixed Swaps/Futures(88) (88) —
Forward Physical Contracts(21) —
 (21)
Power:     
Forwards(42) —
 (42)
Futures(1) (1) —
NGLs – Forwards/Swaps(224) (224) —
Refined Products – Futures(15) (15) —
Crude - Forwards/Swaps(61) (61) —
Total commodity derivatives(583) (480) (103)
Total liabilities$(746) $(480) $(266)
 Fair Value Measurements  at
December 31, 2015
 
Fair Value
Total
 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 Contracts4
 —
 4
 —
Power:       
Forwards22
 —
 22
 —
Futures3
 3
 —
 —
Options — Calls1
 1
 —
 —
Options — Puts1
 1
 —
 —
Natural Gas Liquids — Forwards/Swaps99
 99
 —
 —
Refined Products – Futures15
 15
 —
 —
Crude – Futures9
 9
 —
 —
Total commodity derivatives454
 420
 34
 —
Total assets$454
 $420
 $34
 $—
Liabilities:       
Interest rate derivatives$(171) $—
 $(171) $—
Embedded derivatives in the ETP Preferred Units(5) —
 —
 (5)
Commodity derivatives:       
Natural Gas:       
Basis Swaps IFERC/NYMEX(16) (16) —
 —
Swing Swaps IFERC(12) (2) (10) —
Fixed Swaps/Futures(203) (203) —
 —
Power:       
Forwards(22) —
 (22) —
Futures(2) (2) —
 —
Options — Puts(1) (1) —
 —
Natural Gas Liquids — Forwards/Swaps(89) (89) —
 —
Refined Products – Futures(6) (6) —
 —
Crude — Futures(5) (5) —
 —
Total commodity derivatives(356) (324) (32) —
Total liabilities$(532) $(324) $(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 CostCosts
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
CostsCost 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 governmentalgovernment authorities on a net basis except for our retail marketing operationsall 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).income. Excise taxes collected by ourSunoco LP’s retail marketing operationslocations where Sunoco LP holds the inventory were $3.48 billion, $3.05 billion$386 million, $370 million and $2.46 billion$234 million for the years ended December 31, 2016, 20152019, 2018 and 2014,2017, 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’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 isinterests are adjusted as a change in partners’ capital.
Income Taxes
ETEET 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, 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 IRSInternal Revenue Service (“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, weET would be taxed as a corporation for federal and state income tax purposes. For the years ended December 31, 2016, 2015,2019, 2018 and 2014,2017, 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, Susser PetroleumInland Corporation, Sunoco Property Company Aloha PetroleumLLC and Susser Holding Corporation.Aloha. 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 theour consolidated statementstatements 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 statementstatements 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, athe 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 previously have managedmanage 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-BasedIn August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. The amendments in this update improve the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements. In addition, the amendments in this update make certain targeted improvements to simplify the application of the hedge accounting guidance in current GAAP. The Partnership adopted the new rules in the first quarter of 2019, and the adoption of the new accounting rules did not have a material impact on the consolidated financial statements and related disclosures.
Non-Cash 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 ourthe underlying 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 ourthe underlying 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 sheetsThe Partnership recognizes 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 changeChanges in the funded status of the plan are recorded 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, ourthe Partnership Agreement specifies that items of income and loss shall generally be allocated among the partners in accordance with their percentage interests.

3.
ACQUISITIONS, DIVESTITURES AND RELATED TRANSACTIONS:
20162019 and 2020 Transactions
WMB MergerSemGroup Acquisition andET Contribution of SemGroup Assets to ETO
On June 24, 2016, the Delaware Court of Chancery issued an opinion finding that ETE was contractually entitled to terminate its Merger Agreement with WMB in the event Latham & Watkins LLP (“Latham”) were unable to deliver a required tax opinion 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 obligations under the merger agreement, ETE subsequently provided written notice terminating the merger agreement due to the failure of conditions under the merger agreement, including Latham’s inability to deliver the tax opinion, as well as the other bases detailed in ETE’s filings in the Delaware lawsuit referenced above. WMB has appealed the decision by the Delaware Court of Chancery to the Delaware Supreme Court.
ETP and Sunoco Logistics Merger
In November 2016, ETP and Sunoco Logistics entered into a merger agreement providing forDecember 5, 2019, ET completed the acquisition of ETP by Sunoco Logistics in a unit-for-unit transaction.SemGroup pursuant to the terms of the Agreement and Plan of Merger, dated as of September 15, 2019 (the “Merger Agreement”). Under the terms of the transaction, ETP unitholders will receive 1.5 common unitsMerger Agreement, a wholly owned subsidiary of Sunoco Logistics for each common unit of ETP they own. Under the terms of the merger agreement, Sunoco Logistics’ general partner will beET merged with and into ETP GP,SemGroup (the “SemGroup Transaction”), with ETP GPSemGroup 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 usingMerger. At 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 aseffective time 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 valuesSemGroup Transaction on December 5, 2019, each share of the assets acquiredclass A common stock, par value $0.01 per share, of SemGroup issued 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
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 of motor fuel per year 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. 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.
Bakken Pipeline
In March 2015, ETE transferred 30.8 million ETP common units, ETE’s 45% interest in the Bakken 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 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 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 Dakotaprior 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 uniteffective time was converted into the right to receive 0.4124 common units(i) $6.80 in cash, without interest, and (ii) 0.7275 ET Common Units representing limited partner interests in ET. Each share 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 Cumulative Perpetual Convertible Preferred Units onStock, par value $0.01 per share, of SemGroup that was issued and outstanding as of immediately prior to the effective time was redeemed by SemGroup for cash at a one-for-one basis.
In connection with the Regency Merger, ETE agreedprice per share equal 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 all101% of the obligationsliquidation preference.
During the first quarter of Regency2020, ET contributed certain SemGroup assets to ETO through sale and Regency Energy Finance Corp., of which ETP was previously a co-obligor or parent guarantor.contribution transactions.
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 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.
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, 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”). The transaction was effective as of January 1, 2014, at which time ETP deconsolidated Lake Charles LNG.
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 Regency Common Units and 6.3 million Regency Class F Units), and ETP (2.2 million ETP 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
Others428
 466
Total$3,040
 $3,462
Citrus
ETP owns CrossCountry, which 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, ETP received 29.6 million AmeriGas common units in connection with the contribution of its propane operations. During the year ended December 31, 2014, ETP 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 Investment in ETP segment.
FEP
ETP has 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.

MEP
ETP owns 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. ETP 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
ETP 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.
Summarized Financial Information
The following tables present aggregated selected balance sheet and income statement data for our unconsolidated affiliates, including AmeriGas, Citrus, FEP, HPC and MEP (on a 100% basis) for all periods presented:
 December 31,
 2016 2015
Current assets$720
 $632
Property, plant and equipment, net9,982
 10,213
Other assets2,618
 2,649
Total assets$13,320
 $13,494
    
Current liabilities$1,358
 $841
Non-current liabilities7,583
 7,950
Equity4,379
 4,703
Total liabilities and equity$13,320
 $13,494
 Years Ended December 31,
 2016 2015 2014
Revenue$3,509
 $4,026
 $4,925
Operating income1,181
 1,302
 1,071
Net income602
 807
 577
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.



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 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,
 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,
 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

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

    
Other31
 31
 43,802
 36,968
Less: current maturities1,194
 131
 $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 following table reflects future maturities of long-term debt for each of the next five years and thereafter. These amounts exclude $156 million in unamortized premiums, fair value adjustments and deferred debt issuance costs, net:
2017$1,817
20182,530
20199,483
20204,960
20212,706
Thereafter22,462
Total$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, 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.
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 notes were registered under the Securities Act of 1933 (as amended). ETP 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 ETP and the obligation of ETP to repay the ETP senior notes is not guaranteed by us or any of ETP’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 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.
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 Senior Notes
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.

Term Loans, Credit Facilities and Commercial Paper
ETE Term Loan Facility
As of December 31, 2016,2019, 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 “Term Credit Agreement”) with Credit Suisse AG, Cayman Islands Branch, as administrative agent, and the 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 $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 , 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 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 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 Parent 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 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 commitments 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.

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 ETPLP Credit Facility had $2.78 billion$162 million outstanding borrowings and the$8 million in standby letters of credit. 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.at December 31, 2019 was $1.33 billion. The weighted average interest rate on the total amount outstanding as of December 31, 20162019 was 2.20%3.75%.
Sunoco Logistics
USAC Credit FacilitiesFacility
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 Facility2019, USAC had $1.29 billion$403 million of outstanding borrowings which included commercial paperand no outstanding letters of $50 million.credit under the credit agreement. As of December 31, 2019, USAC had $1.20 billion of availability under its credit facility. The weighted average interest rate on the total amount outstanding as of December 31, 20162019 was 1.76%4.31%.
In December 2016, Sunoco Logistics entered into anSemCAMS Credit Facilities
SemCAMS is party to a credit agreement providing for a 364-day maturityC$350 million (US$270 million at theDecember 31, 2019exchange rate) senior secured term loan facility, a C$$525 million (US$404 million at the December 31, 2019 exchange rate) senior secured revolving credit facility, ("364-Dayand a C$300 million (US$231 million at the December 31, 2019 exchange rate) senior secured construction loan facility (the “KAPS Facility”). The term loan facility and the revolving credit facility mature on February 25, 2024. The KAPS Facility matures on June 13, 2024. SemCAMS may incur additional term loans and revolving commitments in an aggregate amount not to exceed C$250 million (US$193 million at the December 31, 2019 exchange rate), subject to receiving commitments for such additional term loans or revolving commitments from either new lenders or increased commitments from existing lenders.
Covenants Related to Our Credit Facility"), dueAgreements
Covenants Related to mature in December 2017, with a total lending capacitythe Parent Company
The Term Loan Facility and ET Revolving Credit Facility previously contained customary representations, warranties, covenants, and events of $1.00 billion,default, including a $630 million term loan. change of control event of default and limitations on incurrence of liens, new lines of business, merger, transactions with affiliates and restrictive agreements. Both facilities have been paid off and terminated.
Covenants Related to ETO
The termsagreements relating to the ETO 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 ETO Credit Facilities contain 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 ETO Credit Facilities) during certain Defaults (as defined in the ETO Credit Facilities) and during any Event of Default (as defined in the ETO Credit Facilities);
•
engage in business substantially different in nature than the business currently conducted by the Partnership and its subsidiaries;
•
engage in transactions with affiliates; and
•
enter into restrictive agreements.
The ETO Credit Facilities applicable margin and rate used in connection with the interest rates and commitment fees, respectively, are based on the credit ratings assigned to our senior, unsecured, non-credit enhanced long-term debt. The applicable margin for eurodollar rate loans under the ETO Five-Year Facility ranges from 1.125% to 2.000% and the applicable margin for base rate loans ranges from 0.125% to 1.000%. The applicable rate for commitment fees under the ETO Five-Year Facility ranges from 0.125% to 0.300%.  The applicable margin for eurodollar rate loans under the ETO 364-Day Facility ranges from 1.250% to 1.750% and the applicable margin for base rate loans ranges from 0.250% to 0.750%. The applicable rate for commitment fees under the ETO 364-Day Facility ranges from 0.125% to 0.225%.
The ETO Credit Facility are similar to those of the $2.50 billion Sunoco Logistics Credit Facility,Facilities contain various covenants including limitations on the creation of indebtedness and liens, and financial covenants.related to the operation and conduct of our business. The 364-DayETO Credit Facilities also limit us, on a rolling four quarter basis, to a maximum Consolidated Funded Indebtedness to Consolidated EBITDA ratio, as defined in the underlying credit agreements, of 5.0 to 1, which can generally be increased to 5.5 to 1 during a Specified Acquisition Period. Our Leverage Ratio was 4.04 to 1 at December 31, 2019, as calculated in accordance with the credit agreements.

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 Partnership’s or our subsidiaries’ ability to incur additional debt and/or our ability to pay distributions to Unitholders.
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.
Panhandle’s restrictive covenants include restrictions on liens securing debt and guarantees and restrictions on mergers and on the sales of assets. A breach of any of these covenants could result in acceleration of Panhandle’s debt.
Covenants Related to Sunoco LP
The Sunoco LP Credit Facility contains various customary representations, warranties, covenants and events of default, including a change of control event of default, as defined therein. Sunoco LP’s Credit Facility requires Sunoco LP to maintain a Net Leverage Ratio of not more than 5.5 to 1. The maximum Net Leverage Ratio is expectedsubject to be terminatedupwards adjustment of not more than 6.0 to 1 for a period not to exceed three fiscal quarters in the event Sunoco LP engages in certain specified acquisitions of not less than $50 million (as permitted under Sunoco LP’s Credit Facility agreement). The Sunoco LP Credit Facility also requires Sunoco LP to maintain an Interest Coverage Ratio (as defined in the Sunoco LP’s Credit Facility agreement) of not less than 2.25 to 1.
Covenants Related to USAC
The USAC Credit Facility contains covenants that limit (subject to certain exceptions) USAC’s ability to, among other things:
•
grant liens;
•
make certain loans or investments;
•
incur additional indebtedness or guarantee other indebtedness;
•
merge or consolidate;
•
sell our assets; or
•
make certain acquisitions.
The credit facility is also subject to the following financial covenants, including covenants requiring us to maintain:
•
a minimum EBITDA to interest coverage ratio of 2.5 to 1.0, determined as of the last day of each fiscal quarter; and
a maximum funded debt to EBITDA ratio, determined as of the last day of each fiscal quarter, for the annualized trailing three months of (i) 5.5 to 1 through the end of the fiscal quarter ending December 31, 2019 and repaid(ii) 5.0 to 1.0 thereafter, in each case subject to a provision for increases to such thresholds by 0.50 in connection with certain future acquisitions for the completionsix consecutive month period following the period in which any such acquisition occurs.
Covenants Related to the HFOTCO Tax Exempt Notes
The indentures covering HFOTCO's tax exempt notes due 2050 ("IKE Bonds") include customary representations and warranties and affirmative and negative covenants. Such covenants include limitations on the creation of new liens, indebtedness, making of certain restricted payments and payments on indebtedness, making certain dispositions, making material changes in business activities, making fundamental changes including liquidations, mergers or consolidations, making certain investments, entering into certain transactions with affiliates, making amendments to certain credit or organizational agreements, modifying the fiscal year, creating or dealing with hazardous materials in certain ways, entering into certain hedging arrangements, entering into certain restrictive agreements, funding or engaging in sanctioned activities, taking actions or causing the trustee to take actions that materially adversely affect the rights, interests, remedies or security of the ETPbondholders, taking actions to remove the trustee, making certain amendments to the bond documents, and Sunoco Logistics merger.
Bakken Credit Facility
In August 2016, ETP, Sunoco Logistics and Phillips 66 announcedtaking actions or omitting to take actions that adversely impact the completiontax exempt status of the project-level financingIKE Bonds.

Compliance with our Covenants
We and our subsidiaries were in compliance with all requirements, tests, limitations, and covenants related to our debt agreements as of December 31, 2019.
Contractual Obligations
The following table summarizes our long-term debt and other contractual obligations as of December 31, 2019:
  Payments Due by Period
Contractual Obligations Total Less Than 1 Year 1-3 Years 3-5 Years More Than 5 Years
Long-term debt $51,329
 $3,086
 $7,204
 $13,673
 $27,366
Interest on long-term debt(1)
 41,196
 2,545
 4,958
 4,306
 29,387
Payments on derivatives 401
 150
 251
 —
 —
Purchase commitments(2)
 2,133
 2,053
 57
 7
 16
Transportation, natural gas storage and fractionation contracts 16
 5
 6
 5
 —
Operating lease obligations 1,548
 98
 166
 140
 1,144
Service concession arrangement(3)
 379
 15
 30
 32
 302
Other(4)
 190
 25
 48
 40
 77
Total(5)
 $97,192
 $7,977
 $12,720
 $18,203
 $58,292
(1)
Interest payments on long-term debt are based on the principal amount of debt obligations as of December 31, 2019. With respect to variable rate debt, the interest payments were estimated using the interest rate as of December 31, 2019. To the extent interest rates change, our contractual obligations 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, 2019 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)
Includes minimum guaranteed payments under service concession arrangements with New Jersey Turnpike Authority and New York Thruway Authority.
(4)
Expected contributions to fund our pension and postretirement benefit plans were included in “Other” above. Environmental liabilities, AROs, unrecognized tax benefits, contingency accruals and deferred revenue, which were included in “Other non-current liabilities” in our consolidated balance sheets were excluded from the table above as the amounts do not represent contractual obligations or, in some cases, the amount and/or timing of the cash payments is uncertain.
(5)
Excludes net non-current deferred tax liabilities of $3.21 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 Dakota Access PipelineGeneral Partner that is necessary or appropriate to provide for future cash requirements.

Distributions declared and paid are as follows:
Quarter Ended            Record Date  Payment Date  Rate
December 31, 2016 (1)
 February 7, 2017 February 21, 2017 $0.2850
March 31, 2017 May 10, 2017 May 19, 2017 0.2850
June 30, 2017 August 7, 2017 August 21, 2017 0.2850
September 30, 2017 November 7, 2017 November 20, 2017 0.2950
December 31, 2017 February 8, 2018 February 20, 2018 0.3050
March 31, 2018 May 7, 2018 May 21, 2018 0.3050
June 30, 2018 August 6, 2018 August 20, 2018 0.3050
September 30, 2018 November 8, 2018 November 19, 2018 0.3050
December 31, 2018 February 8, 2019 February 19, 2019 0.3050
March 31, 2019 May 7, 2019 May 20, 2019 0.3050
June 30, 2019 August 6, 2019 August 19, 2019 0.3050
September 30, 2019 November 5, 2019 November 19, 2019 0.3050
December 31, 2019 February 7, 2020 February 19, 2020 0.3050
(1)
Certain common unitholders elected to participate in a plan pursuant to which those unitholders elected to forego their cash distributions on all or a portion of their common units for a period of up to nine quarters commencing with the distribution for the quarter ended March 31, 2016 and, in lieu of receiving cash distributions on these common units for each such quarter, each said unitholder received ET Series A Convertible Preferred 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 unit. See Note 8 to the Partnership’s consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data.”
Our distributions declared and paid with respect to ET Series A Convertible Preferred Unit were as follows:
Quarter Ended          Record Date Payment Date  Rate
December 31, 2016 February 7, 2017 February 21, 2017 $0.1100
March 31, 2017 May 10, 2017 May 19, 2017 0.1100
June 30, 2017 August 7, 2017 August 21, 2017 0.1100
September 30, 2017 November 7, 2017 November 20, 2017 0.1100
December 31, 2017 February 8, 2018 February 20, 2018 0.1100
March 31, 2018 May 7, 2018 May 21, 2018 0.1100
The total amounts of distributions declared and paid 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,
 2019 
2018 (1)
 2017
Limited Partners$3,221
 $2,215
 $1,022
General Partner interest4
 3
 3
Total Parent Company distributions$3,225
 $2,218
 $1,025
(1)
Include distributions declared by Energy Transfer LP for periods subsequent to the Energy Transfer Merger.

The total amounts of distributions declared and paid during the periods presented prior to the closing of the Energy Transfer Crude Oil Pipeline projects (collectively,Merger as discussed in Note 1 (all from Available Cash from ETO’s operating surplus and are shown in the “Bakken Pipeline”). period to which they relate) are as follows:
 Years Ended December 31,
 2018 2017
Common Units held by public$1,286
 $2,435
Common Units held by ET31
 61
General Partner interest and IDRs900
 1,654
IDR relinquishments (1)
(84) (656)
Series A Preferred Units59
 15
Series B Preferred Units36
 9
Series C Preferred Units (2)
23
 —
Series D Preferred Units (2)
15
 —
Total distributions declared to partners$2,266
 $3,518
(1)
Net of Class I unit distributions
(2)
Distributions reflect prorated distributions for the year ended December 31, 2018.
Cash Distributions Paid by Subsidiaries
Certain of our subsidiaries 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.
ETO Preferred Unit Distributions
Distributions on the ETO’s Series A, Series B, Series C, Series D and Series E preferred units declared and/or paid by ETO were as follows:
Period Ended Record Date Payment Date 
Series A (1)
 
Series B (1)
 Series C Series D Series E 
December 31, 2017 February 1, 2018 February 15, 2018 $15.4510
* 
$16.3780
* 
$—
 $—
 $—
 
June 30, 2018 August 1, 2018 August 15, 2018 31.2500
 33.1250
 0.5634
* 
—
 —
 
September 30, 2018 November 1, 2018 November 15, 2018 —
 —
 0.4609
 0.5931
* 
—
 
December 31, 2018 February 1, 2019 February 15, 2019 31.2500
 33.1250
 0.4609
 0.4766
 —
 
March 31, 2019 May 1, 2019 May 15, 2019 —
 —
 0.4609
 0.4766
 —
 
June 30, 2019 August 1, 2019 August 15, 2019 31.2500
 33.1250
 0.4609
 0.4766
 0.5806
* 
September 30, 2019 November 1, 2019 November 15, 2019 —
 —
 0.4609
 0.4766
 0.4750
 
December 31, 2019 February 3, 2020 February 18, 2020 31.2500
 33.1250
 0.4609
 0.4766
 0.4750
 
*
Represent prorated initial distributions. Prorated initial distributions on the recently issued ETO Series F Preferred Units and ETO Series G Preferred Units will be payable in May 2020.
(1)    ETO Series A Preferred Units and ETO Series B Preferred Unit distributions are paid on a semi-annual basis.

Sunoco LP Cash Distributions
The $2.50 billion credit facility is anticipatedfollowing table illustrates the percentage allocations of available cash from operating surplus between Sunoco LP’s common unitholders and the holder of its IDRs based on the specified target distribution levels, after the payment of distributions to provide substantially allClass C unitholders. The amounts set forth under “marginal percentage interest in distributions” are the percentage interests of the remaining capital necessaryIDR holder and the common unitholders in any available cash from operating surplus which Sunoco LP distributes up to completeand including the projectscorresponding amount in the column “total quarterly distribution per unit target amount.” The percentage interests shown for common unitholders and maturesIDR holder for the minimum quarterly distribution are also applicable to quarterly distribution amounts that are less than the minimum quarterly distribution.
    Marginal Percentage Interest in Distributions
  Total Quarterly Distribution Target Amount Common Unitholders Holder of IDRs
Minimum Quarterly Distribution  $0.4375 100% —%
First Target Distribution $0.4375 to $0.503125 100% —%
Second Target Distribution $0.503125 to $0.546875 85% 15%
Third Target Distribution $0.546875 to $0.656250 75% 25%
Thereafter Above $0.656250 50% 50%
Distributions on Sunoco LP’s units declared and/or paid by Sunoco LP were as follows:
Quarter Ended Record Date Payment Date Rate
December 31, 2016 February 13, 2017 February 21, 2017 $0.8255
March 31, 2017 May 9, 2017 May 16, 2017 0.8255
June 30, 2017 August 7, 2017 August 15, 2017 0.8255
September 30, 2017 November 7, 2017 November 14, 2017 0.8255
December 31, 2017 February 6, 2018 February 14, 2018 0.8255
March 31, 2018 May 7, 2018 May 15, 2018 0.8255
June 30, 2018 August 7, 2018 August 15, 2018 0.8255
September 30, 2018 November 6, 2018 November 14, 2018 0.8255
December 31, 2018 February 6, 2019 February 14, 2019 0.8255
March 31, 2019 May 7, 2019 May 15, 2019 0.8255
June 30, 2019 August 6, 2019 August 14, 2019 0.8255
September 30, 2019 November 5, 2019 November 19, 2019 0.8255
December 31, 2019 February 7, 2020 February 19, 2020 0.8255
The total amount of distributions to the Partnership from Sunoco LP for the periods presented below is as follows:
 Years Ended December 31,
 2019 2018 2017
Distributions from Sunoco LP     
Limited Partner interests$94
 $94
 $150
General Partner interest and IDRs70
 70
 85
Series A Preferred—
 2
 23
Total distributions from Sunoco LP$164
 $166
 $258
USAC Cash Distributions
Subsequent to the Energy Transfer Merger and USAC Transactions described in AugustNote 1 and Note 3, respectively, ETO owned approximately 39.7 million USAC common units and 6.4 million USAC Class B units. Subsequent to the conversion of the USAC

Class B Units to USAC common units on July 30, 2019, (the “Bakken Credit Facility”).ETO owns approximately 46.1 million USAC common units. As of December 31, 2016,2019, USAC had approximately 96.6 million common units outstanding. USAC currently has a non-economic general partner interest and no outstanding IDRs.
Distributions on USAC’s units declared and/or paid by USAC subsequent to the Bakken Credit Facility had $1.10USAC transaction on April 2, 2018 were as follows:
Quarter Ended Record Date Payment Date Rate
March 31, 2018 May 1, 2018 May 11, 2018 $0.5250
June 30, 2018 July 30, 2018 August 10, 2018 0.5250
September 30, 2018 October 29, 2018 November 09, 2018 0.5250
December 31, 2018 January 28, 2019 February 8, 2019 0.5250
March 31, 2019 April 29, 2019 May 10, 2019 0.5250
June 30, 2019 July 29, 2019 August 9, 2019 0.5250
September 30, 2019 October 28, 2019 November 8, 2019 0.5250
December 31, 2019 January 27, 2020 February 7, 2020 0.5250
The total amount of distributions to the Partnership from USAC for the periods presented below is as follows:
 Years Ended December 31,
 2019 2018 2017
Distributions from USAC     
Limited Partner interests$90
 $73
 $—
Total distributions from USAC$90
 $73
 $—
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 segments 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, 2019 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.
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. Excess fuel retained after consumption 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.
Lake Charles LNG’s revenues from storage and re-gasification of natural gas are based on capacity reservation charges and, to a lesser extent, commodity usage charges. Reservation revenues are based on contracted rates and capacity reserved by the customers and recognized monthly. Revenues from commodity usage charges are also recognized monthly and represent the recovery of electric power charges at Lake Charles LNG’s terminal.
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 segment 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. Our midstream segment also generates revenues from the sale of residue gas and NGLs at the tailgate of our processing facilities primarily to affiliates and some third-party customers.
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, and (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. 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.
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.
We have a risk management policy that provides for oversight over our marketing activities. These activities are monitored independently by our risk management function and must take place within predefined limits and authorizations. As a result of our 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. We attempt 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 our risk management policy.
We inject and hold 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. 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 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 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, 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, either through mark-to-market or the physical withdrawal of natural gas.
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.
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.
Investment in Sunoco LP
Sunoco LP’s revenues from motor fuel are recognized either at the time fuel is delivered to the customer or at the time of sale. Shipment and delivery of motor fuel generally occurs on the same day. Sunoco LP charges 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 customers on a commission agent basis, in which Sunoco LP retains title to inventory, controls access to and sale of fuel inventory, and recognizes revenue at the time the fuel is sold to the ultimate customer. In Sunoco LP’s fuel distribution and marketing operations, Sunoco LP derives other income from rental income, propane and lubricating oils, and other ancillary product and service offerings. In Sunoco LP’s other operations, Sunoco LP derives other income from merchandise, 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 from other retail transactions on a net commission basis when a product is sold and/or services are rendered.
Investment in USAC
USAC’s revenue from contracted compression, station, gas treating and maintenance services is recognized ratably under its fixed-fee contracts over the term of the contract as services are provided to its customers. Initial contract terms typically range from six months to five years. However, USAC usually continues to provide compression services at a specific location beyond the initial contract term, either through contract renewal or on a month-to-month or longer basis. USAC primarily enters into fixed-fee contracts whereby its customers are required to pay its monthly fee even during periods of limited or disrupted throughput. Services are generally billed monthly, one month in advance of the commencement of the service month, except for certain customers who are billed at the beginning of the service month, and payment is generally due 30 days after receipt of the invoice. Amounts invoiced in advance are recorded as deferred revenue until earned, at which time they are recognized as revenue.  The amount of consideration USAC receives and revenue it recognizes is based upon the fixed fee rate stated in each service contract.
USAC’s retail parts and services revenue is earned primarily on freight and crane charges that are directly reimbursable by its customers and maintenance work on units at its customers’ locations that are outside the scope of USAC’s core maintenance activities. Revenue from retail parts and services is recognized at the point in time the part is transferred or service is provided and control is transferred to the customer. At such time, the customer has the ability to direct the use of the benefits of such part or service after USAC has performed its services. USAC bills upon completion of the service or transfer of the parts, and payment is generally due 30 days after receipt of the invoice. The amount of consideration USAC receives and revenue it recognizes is based upon the invoice amount.  

Lease Accounting.  At the inception of each lease arrangement, we determine if the arrangement is a lease or contains an embedded lease and review the facts and circumstances of the arrangement to classify lease assets as operating or finance leases under Topic 842. The Partnership has elected not to record any leases with terms of 12 months or less on the balance sheet.
Balances related to operating leases are included in operating lease ROU assets, accrued and other current liabilities, operating lease current liabilities and non-current operating lease liabilities in our consolidated balance sheets. Finance leases represent a small portion of the active lease agreements and are included in finance lease ROU assets, current maturities of long-term debt and long-term debt, less current maturities in our consolidated balance sheets. The ROU assets represent the Partnership’s right to use an underlying asset for the lease term and lease liabilities represent the obligation of the Partnership to make minimum lease payments arising from the lease for the duration of the lease term.
Most leases include one or more options to renew, with renewal terms that can extend the lease term from one to 20 years or greater. The exercise of lease renewal options is typically at the sole discretion of the Partnership and lease extensions are evaluated on a lease-by-lease basis. Leases containing early termination clauses typically require the agreement of both parties to the lease. At the inception of a lease, all renewal options reasonably certain to be exercised are considered when determining the lease term. The depreciable life of lease assets and leasehold improvements are limited by the expected lease term.
To determine the present value of future minimum lease payments, we use the implicit rate when readily determinable. Presently, because many of our leases do not provide an implicit rate, the Partnership applies its incremental borrowing rate based on the information available at the lease commencement date to determine the present value of minimum lease payments. The operating and finance lease ROU assets include any lease payments made and exclude lease incentives.
Minimum rent payments are expensed on a straight-line basis over the term of the lease. In addition, some leases require additional contingent or variable lease payments, which are based on the factors specific to the individual agreement. Variable lease payments the Partnership is typically responsible for include payment of real estate taxes, maintenance expenses and insurance.
For short-term leases (leases that have term of twelve months or less upon commencement), lease payments are recognized on a straight-line basis and no ROU assets are recorded.
Accounting for Derivative Instruments and Hedging Activities.  We utilize various exchange-traded and OTC commodity financial instrument contracts to limit our exposure to margin fluctuations in natural gas, NGL, crude oil and refined products. These contracts consist primarily of futures and swaps.
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.
If we designate a 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 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.
We 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 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. See further information on our fair value assets and liabilities in Note 2 of our consolidated financial statements.
Impairment of Long-Lived Assets, Goodwill, Intangible Assets and Investments in Unconsolidated Affiliates.  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 of an investment in an unconsolidated affiliate is recognized when circumstances indicate that a decline in the investment value is other than temporary. 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.
The Partnership determined the fair value of its 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.
One key assumption for the measurement of an impairment is management’s estimate of future cash flows and EBITDA. These estimates are based on the annual budget for the upcoming year and forecasted amounts for multiple subsequent years. The annual budget process is typically completed near the annual goodwill impairment testing date, and management uses the most recent information for the annual impairment tests. The forecast is also subjected to a comprehensive update annually in conjunction with the annual budget process and is revised periodically to reflect new information and/or revised expectations. The estimates of future cash flows and EBITDA are subjective in nature and are subject to impacts from the business risks described in “Item 1A. Risk Factors.” Therefore, the actual results could differ significantly from the amounts used for goodwill impairment testing, and significant changes in fair value estimates could occur in a given period. Such changes in fair value estimates could result in additional impairments in future periods; therefore, the actual results could differ significantly from the amounts used for goodwill impairment testing, and significant changes in fair value estimates could occur in a given period, resulting in additional impairments. 
Management does not believe that any of the goodwill balances in its reporting units is currently at significant risk of impairment; however, of the $5.2 billion of outstanding borrowings. The weighted average interest rategoodwill on the total amount outstandingPartnership’s consolidated balance sheet as of December 31, 20162019, approximately $380 million is recorded in reporting units for which the estimated fair value exceeded the carrying value by less than 20% in the most recent quantitative test.

During the year ended December 31, 2019, the Partnership recorded the following impairments:
•
A $12 million impairment was recorded related to the goodwill associated with the Partnership’s Southwest Gas operations within the interstate segment primarily due to decreases in projected future revenues and cash flows. Additionally, the Partnership recorded a $9 million impairment related to the goodwill associated with the Partnership’s North Central operations within the midstream segment primarily due to changes in assumptions related to projected future revenues and cash flows.
Sunoco LP recognized a $47 million write-down on assets held for sale related to its ethanol plant in Fulton, New York.
USAC also recognized a $6 million fixed asset impairment related to certain idle compressor assets.
During the year ended December 31, 2018, the Partnership recorded the following impairments:
a $378 million impairment was 2.13%.recorded related to the goodwill associated with the Partnership’s Northeast operations within the midstream segment primarily due to changes in assumptions related to projected future revenues and cash flows from the dates the goodwill was originally recorded. These changes in assumptions reflect delays in the construction of third-party takeaway capacity in the Northeast. Additionally, the Partnership recorded asset impairments of $4 million related to our midstream operations and asset impairments $9 million related to our crude operations idle leased assets.
•
Sunoco LP also recognized a $30 million impairment charge on its contractual rights primarily due to decreases in projected future revenues and cash flows from the date the intangible assets were originally recorded.
USAC also recognized a $9 million fixed asset impairment related to certain idle compressor assets.
PennTex Revolving During the year ended December 31, 2017, the Partnership recorded the following impairments:
a $223 million impairment was recorded related to the goodwill associated with CDM. In January 2018, the Partnership announced the contribution of CDM to USAC. Based on the Partnership’s anticipated proceeds in the contribution transaction, the implied fair value of the CDM reporting unit was less than the Partnership’s carrying value. As the Partnership believes that the contribution consideration also represented an appropriate estimate of fair value as of the 2017 annual impairment test date, the Partnership recorded an impairment for the difference between the carrying value and the fair value of the reporting unit.
a $262 million impairment was recorded related to the goodwill associated with the Partnership’s interstate transportation and storage reporting units, and a $229 million impairment was recorded related to the goodwill associated with the general partner of Panhandle in the all other segment. These impairments were due to a reduction in management’s forecasted future cash flows from the related reporting units, which reduction reflected the impacts discussed in “Results of Operations” above, along with the impacts of re-contracting assumptions related to future periods.
•
a $79 million impairment was recorded related to the goodwill associated the Partnership’s refined products transportation and services reporting unit. Subsequent to the Sunoco Logistics Merger, the Partnership restructured the internal reporting of legacy Sunoco Logistics’ business to be consistent with the internal reporting of legacy ETO. Subsequent to this reallocation the carrying value of certain refined products reporting units was less than the estimated fair value due to a reduction in management’s forecasted future cash flows from the related reporting units, and the goodwill associated with those reporting units was fully impaired. No goodwill remained in the respective reporting units subsequent to the impairment.
•
a $127 million impairment of property, plant and equipment related to Sea Robin primarily due to a reduction in expected future cash flows due to an increase during 2017 in insurance costs related to offshore assets.
a $141 million impairment of the Partnership’s equity method investment in FEP. The Partnership concluded that the carrying value of its investment in FEP was other than temporarily impaired based on an anticipated decrease in production in the Fayetteville basin and a customer re-contracting with a competitor during 2017.
a $172 million impairment of the Partnership’s equity method investment in HPC primarily due to a decrease in projected future revenues and cash flows driven be the bankruptcy of one of HPC’s major customers in 2017 and an expectation that contracts expiring in the next few years will be renewed at lower tariff rates and lower volumes.
For 2017, Sunoco LP also recognized impairments of $404 million, of which $119 million was allocated to continuing operations, as discussed further below.
Except for the 2017 impairment of the goodwill associated with CDM, as discussed above, the goodwill impairments recorded by the Partnership during the years ended December 31, 2019, 2018 and 2017 represented all of the goodwill within the respective reporting units.
During 2017, Sunoco LP announced the sale of a majority of the assets in its retail and Stripes reporting units. These reporting units include the retail operations in the continental United States but excludes the retail convenience store operations in Hawaii

that comprise the Aloha reporting unit. Upon the classification of assets and related liabilities as held for sale, Sunoco LP’s management applied the measurement guidance in ASC 360, Property, Plant and Equipment, to calculate the fair value less cost to sell of the disposal group. In accordance with ASC 360-10-35-39, Sunoco LP’s management first tested the goodwill included within the disposal group for impairment prior to measuring the disposal group’s fair value less the cost to sell. In the determination of the classification of assets held for sale and the related liabilities, Sunoco LP’s management allocated a portion of the goodwill balance previously included in the Sunoco LP retail and Stripes reporting units to assets held for sale based on the relative fair values of the business to be disposed of and the portion of the respective reporting unit that will be retained in accordance with ASC 350-20-40-3.
Sunoco LP recognized goodwill impairments of $387 million in 2017, of which $102 million was allocated to continuing operations,primarily due to changes in assumptions related to projected future revenues and cash flows from the dates the goodwill was originally recorded.
Additionally, Sunoco LP performed impairment tests on its indefinite-lived intangible assets during the fourth quarter of 2017 and recognized a total of $17 million in impairment charges on their contractual rights and liquor licenses primarily due to decreases in projected future revenues and cash flows from the date the intangible assets were originally recorded.
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, 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 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 ARO in the periods in which management can reasonably estimate the settlement dates.
Except for certain amounts discussed below, management was not able to reasonably measure the fair value of AROs as of December 31, 2019 and 2018, 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. ETC Sunoco has legal AROs 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, ETC Sunoco is legally or contractually required to abandon in place or remove the asset. We believe we may have additional AROs related to ETC Sunoco’s pipeline assets and storage tanks, for which it is not possible to estimate whether or when the AROs will be settled. Consequently, these AROs cannot be measured at this time. Sunoco LP has AROs related to the estimated future cost to remove underground storage tanks.
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.
Other non-current assets on the Partnership’s consolidated balance sheet included $31 million and $26 million of legally restricted funds for the purpose of settling AROs as of December 31, 2019 and 2018, respectively.

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. ETO 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, ETO 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. ETO’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. The Partnership’s consolidated balance sheet reflected $320 million in environmental accruals as of December 31, 2019.
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. ET 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 $936 million have been included in ET’s consolidated balance sheet as of December 31, 2019. The state NOL carryforward benefits of $149 million ($118 million net of federal benefit) begin to expire in 2020 with a substantial portion expiring between 2033 and 2039. ET’s corporate subsidiaries have federal NOLs of $3.42 billion ($718 million in benefits) of which $1.3 billion will expire between 2031 and 2037. Any federal NOL generated in 2018 and future years can be carried forward indefinitely. Federal alternative minimum tax credit carryforwards of $15 million remained at December 31, 2019. We have determined that a valuation allowance totaling $62 million ($49 million net of federal income tax effects) is required for state NOLs as of December 31, 2019 primarily due to significant restrictions on their use in the Commonwealth of Pennsylvania. A separate valuation allowance of $46 million

is attributable to foreign tax credits. 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 based 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 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 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 segment and operational gas sales on our interstate transportation and storage segment. 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 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 NGL. These contracts are not designated as hedges for accounting purposes.
We utilize swaps, futures and other derivative instruments to mitigate the risk associated with market movements in the price of refined products and NGLs to manage our storage facilities and the purchase and sale of purity NGL. 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. 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 segment’s 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 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.

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, 2019 and 2018 for ETO and Sunoco LP, including derivatives related to their respective subsidiaries. Dollar amounts are presented in millions.
 December 31, 2019 December 31, 2018
 Notional Volume Fair Value Asset (Liability) Effect of Hypothetical 10% Change Notional Volume Fair Value Asset (Liability) Effect of Hypothetical 10% Change
Mark-to-Market Derivatives           
(Trading)           
Natural Gas (BBtu):           
Fixed Swaps/Futures1,483
 $—
 $—
 468
 $—
 $—
Basis Swaps IFERC/NYMEX(1)(35,208) 2
 5
 16,845
 7
 1
Options – Puts—
 —
 —
 10,000
 —
 —
Power (Megawatt):           
Forwards3,213,450
 6
 8
 3,141,520
 6
 8
Futures(353,527) 1
 2
 56,656
 —
 —
Options – Puts51,615
 1
 —
 18,400
 —
 —
Options – Calls(2,704,330) 1
 —
 284,800
 1
 —
Crude (MBbls) – Futures—
 —
 —
 —
 —
 —
(Non-Trading)           
Natural Gas (BBtu):           
Basis Swaps IFERC/NYMEX(18,923) (35) 15
 (30,228) (52) 13
Swing Swaps IFERC(9,265) —
 4
 54,158
 12
 —
Fixed Swaps/Futures(3,085) (1) 1
 (1,068) 19
 1
Forward Physical Contracts(13,364) 3
 3
 (123,254) (1) 32
NGL (MBbls) – Forwards/Swaps(1,300) (18) 18
 (2,135) 67
 67
Crude (MBbls) – Forwards/Swaps4,465
 13
 2
 20,888
 (60) 29
Refined Products (MBbls) – Futures(2,473) (2) 16
 (1,403) (8) 6
Corn (thousand bushels)(1,210) —
 —
 (1,920) —
 1
Fair Value Hedging Derivatives           
(Non-Trading)           
Natural Gas (BBtu):           
Basis Swaps IFERC/NYMEX(31,780) 1
 7
 (17,445) (4) —
Fixed Swaps/Futures(31,780) 23
 7
 (17,445) (10) 6
(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 above 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 portfolio 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, 2019, our subsidiaries had $7.97 billion of floating rate debt outstanding. A hypothetical change of 100 basis points would result in a maximum potential change to interest expense of $80 million 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 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 rate on a portion of anticipated debt issuances.
The following table summarizes our interest rate swaps outstanding, none of which were designated as hedges for accounting purposes (dollar amounts presented in millions):
Term 
Type(1)
 Notional Amount Outstanding
December 31, 2019 December 31, 2018
March 2019 Pay a floating rate and receive a fixed rate of 1.42% $—
 $300
July 2019 (2)
 Forward-starting to pay a fixed rate of 3.56% and receive a floating rate —
 400
July 2020 (2)(3)
 Forward-starting to pay a fixed rate of 3.52% and receive a floating rate 400
 400
July 2021 (2)
 Forward-starting to pay a fixed rate of 3.55% and receive a floating rate 400
 400
July 2022 (2)
 Forward-starting to pay a fixed rate of 3.80% and receive a floating rate 400
 —
(1)
Floating rates are based on 3-month LIBOR.
(2)
Represents the effective date. These forward-starting swaps have terms of 30 years with a mandatory termination date the same as the effective date.
(3)
The July 2020 interest rate swaps were terminated in January 2020.
A hypothetical change of 100 basis points in interest rates for these interest rate swaps would result in a net change in the fair value of interest rate derivatives and earnings (recognized in gains (losses) on interest rate derivatives) of $327 million as of December 31, 2019. 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 FacilityRisk
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 industrial end-users, oil and gas producers, municipalities, gas and electric utilities, midstream companies, and independent power generators. 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 Chief Executive Officer and 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 Rules 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 Chief Executive Officer and Chief Financial Officer of our General Partner, concluded that our disclosure controls and procedures were adequate and effective as of December 31, 2019.
Management’s Report on Internal Control over Financial Reporting
The management of Energy Transfer LP 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 Chief Executive Officer and 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 Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO Framework”).
On December 19, 2014, PennTex entered into5, 2019, ET acquired SemGroup. Management acknowledges that it is responsible for establishing and maintaining a senior secured revolving credit facilitysystem of internal controls over financial reporting for SemGroup. We are in the process of integrating SemGroup, and we therefore have excluded SemGroup from our December 31, 2019 assessment of the effectiveness of internal controls over financial reporting. SemGroup had total assets of $6.1 billion as of December 31, 2019 and third party revenues of $181 million from December 5, 2019 to December 31, 2019, which are included in our consolidated financial statements as of and for the year ended December 31, 2019. The impact of the acquisition of SemGroup has not materially affected and is not expected to materially affect our internal control over financial reporting. As a result of these integration activities, certain controls are being evaluated and may be changed. We believe, however, that we will be able to maintain sufficient controls over the substantive results of our financial reporting throughout this integration process.
Based on our evaluation under the COSO framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2019.
Grant Thornton LLP, an independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 31, 2019, as stated in their report, which is included herein.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors of LE GP, LLC and
Unitholders of Energy Transfer LP
Opinion on internal control over financial reporting
We have audited the internal control over financial reporting of Energy Transfer LP (a Delaware limited partnership) and subsidiaries (the “Partnership”) as of December 31, 2019, based on criteria established in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in the 2013 Internal Control-Integrated Framework issued by COSO.
We also have audited, in accordance with Royal Bankthe standards of Canada,the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Partnership as administrative agent,of and for the year ended December 31, 2019, and our report dated February 21, 2020 expressed an unqualified opinion on those financial statements.
Basis for opinion
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 are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. 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.
Our audit of, and opinion on, the Partnership’s internal control over financial reporting does not include the internal control over financial reporting of SemGroup, a consolidated subsidiary, whose financial statements reflect total assets and revenues constituting 6.1 and 0.3 percent, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2019. As indicated in Management’s Report on Internal Control over Financial Reporting, SemGroup was acquired during 2019. Management’s assertion on the effectiveness of the Partnership’s internal control over financial reporting excluded internal control over financial reporting of SemGroup.
Definition and limitations of internal control over financial reporting
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.
/s/ GRANT THORNTON LLP
Dallas, Texas
February 21, 2020

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, 2019 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 ET 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 January 1, 2020, our Board of Directors is comprised of 10 persons, four of whom qualify as “independent” under the NYSE’s corporate governance standards. We have determined that Messrs. Anderson, Brannon, Grimm and Washburne 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 syndicatehistory of lendersservice 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 becamethe 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 Chief Executive Officer, who reports to the Board of Directors, has day-to-day risk management responsibilities. Our Chief Executive Officer 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
In 2019, our Chief Executive Officer 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 Michael K. Grimm qualified as an audit committee financial expert during 2019. A description of the qualifications of Mr. Grimm 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 ET be included in ET’s Annual Report on Form 10-K for the year ended December 31, 2019.
The Board of Directors adopts the charter for the Audit Committee. Steven R. Anderson, Richard D. Brannon and Michael K. Grimm serve as elected members of the 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. Messrs. Anderson, Grimm and Washburne serve as members of the 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 ET did not have a compensation committee.
The responsibilities of the ET Compensation Committee include, among other duties, the following:
annually review and approve goals and objectives relevant to compensation of our CEO and CFO, if applicable;
annually evaluate the CEO and CFO’s performance in light of these goals and objectives, and make recommendations to the Board of Directors with respect to the CEO 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 ET’s equity incentive plans;
periodically evaluate the terms and administration of ET’s long-term incentive plans to assure that they are structured and administered in a manner consistent with ET’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 and CFO or executive officer compensation; and

perform other duties as deemed appropriate by the Board of Directors.
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 LP 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 21, 2020. Executive officers and directors are elected for indefinite terms.
NameAgePosition with Our General Partner
Kelcy L. Warren64
Chief Executive Officer and Chairman of the Board (Principal Executive Officer)
Thomas E. Long63
Chief Financial Officer (Principal Financial Officer) and Director
Marshall S. (Mackie) McCrea, III60
President, Chief Commercial Officer and Director
Matthew S. Ramsey64
Chief Operating Officer and Director
Thomas P. Mason63
Executive Vice President, General Counsel and President - LNG
John W. McReynolds69
Special Advisor and Director
A. Troy Sturrock49
Senior Vice President and Controller (Principal Accounting Officer)
Steven R. Anderson70
Director
Richard D. Brannon61
Director
Ray C. Davis78
Director
Michael K. Grimm65
Director
James R. (Rick) Perry69
Director
Ray W. Washburne59
Director
Messrs. Warren, McCrea and Ramsey also serve as directors of the board of ETO’s general partner. Mr. Ramsey serves as chairman of the board of the general partner of Sunoco LP, and Mr. Long serves as a director of the board of the general partners of Sunoco LP and of USAC. Mr. Mason serves as a director of the general partner of USAC.
Set forth below is biographical information regarding the foregoing officers and directors of our general partner:
Kelcy L. Warren.  Mr. Warren serves as Chairman and Chief Executive Officer of our general partner. He was appointed Co-Chairman of the Board of Directors of our general partner, effective upon the closing of PennTex’sour IPO, and in August 2007, he 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 ETO. Prior to that, Mr. Warren had served as Co-Chief Executive Officer and Co-Chairman of the Board of the general partner of ETO 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 served as the Chief Executive Officer of PennTex Midstream Partners, LP’s general partner from November 2016 to July 2017. Prior to the combination of the operations of ETO and Heritage Propane, Mr. Warren served as President of the general partner of ET Company I, Ltd. the entity that operated ETO’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 30 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 ETO’s Chief Executive Officer and has more than 30 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 has served as the Chief Financial Officer of our general partner since February 2016 and a director of our general partner since April 2019. Mr. Long also served as the Chief Financial Officer and as a director of PennTex Midstream Partners, LP’s general partner from November 2016 to July 2017. Mr. Long also serves as Chief Financial Officer of ETO and was previously 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, Colorado. 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. Mr. Long has served as a director of Sunoco LP since May 2016, and as Chairman of the Board of USAC since April 2018. Mr. Long was selected to serve on our Board of Directors because of his understanding of energy-related corporate finance gained through his extensive experience in the energy industry.
Marshall S. (Mackie) McCrea, III.  Mr. McCrea is the President and Chief Commercial Officer of our general partner, having served in that role since October 2018 following the merger of Energy Transfer Equity, L.P. and Energy Transfer Partners, L.P. Prior to that time, he had been the Group Chief Operating Officer and Chief Commercial Officer of the Energy Transfer family since November 2015. Mr. McCrea has served on the Board of Directors of our general partner since December 2009. Mr. McCrea was appointed as a director of the general partner of ETO in December 2009. Prior to that, he served as President and Chief Operating Officer of ETO’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 January 2004. In March 2005, Mr. McCrea was named President of La Grange Acquisition LP, ETO’s primary operating subsidiary, after serving as Senior Vice President-Business Development and Producer Services since 1997. Mr. McCrea also served as the Chairman of the Board of Directors of the general partner of Sunoco Logistics from October 2012 to April 2017. The members of our general partner selected Mr. McCrea to serve as a director because he brings extensive project development and operational 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.
Matthew S. Ramsey. Mr. Ramsey was appointed as a director of ET’s general partner in July 2012 and as a director of ETO’s general partner in November 2015. Mr. Ramsey has been the Chief Operating Officer or our general partner since October 2018 following the merger of Energy Transfer Equity, L.P. and Energy Transfer Partners, L.P., and currently serves as President and Chief Operating Officer of ETO’s general partner since November 2015. Mr. Ramsey also served as President and Chief Operating Officer and Chairman of the board of directors of PennTex Midstream Partners, LP’s general partner from November 2016 to July 2017. Mr. Ramsey is also a director of Sunoco LP, having served as chairman of Sunoco LP’s board since April 2015, and of USAC, having served on that board since April 2018. Mr. Ramsey previously served as President of RPM Exploration, Ltd., a private oil and gas exploration partnership, and previously served as a director of RSP Permian, Inc. where he served on the audit and compensation committees. 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.
Thomas P. Mason.Mr. Mason became Executive Vice President and General Counsel of the general partner of ET in December 2015, and has served as the Executive Vice President, General Counsel and President - LNG since October 2018 following the merger of Energy Transfer Equity, L.P. and Energy Transfer Partners, L.P. Mr. Mason also served as a director of PennTex Midstream Partners, LP’s general partner from November 2016 to July 2017. Mr. Mason previously served as Senior Vice President, General Counsel and Secretary of ETO’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 ETO, 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 served on the Board of Directors of the general partner of Sunoco Logistics from October 2012 to April 2017 and has served on the Board of Directors of USAC since April 2018.
John W. McReynolds.  Mr. McReynolds became Special Advisor to ET in October 2018. Prior to that time, Mr. McReynolds served as our President from March 2005 until October 2018. He has served 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 ETO’s general partner from August 2001 through May 2010. Mr. McReynolds has been in the energy industry for his entire career. Prior to joining Energy Transfer, 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.
A. Troy Sturrock. Mr. Sturrock is the Senior Vice President and Controller of our general partner having assumed that role in October 2018 following the merger of Energy Transfer Equity, L.P. and Energy Transfer Partners, L.P. He has served as the Senior Vice President and Controller of the general partner of ETO since August 2016 and previously served as Vice President and Controller of our General Partner beginning in June 2015. Mr. Sturrock also served as a Senior Vice President of PennTex Midstream Partners, LP’s general partner, from November 2016 until July 2017, and as its Controller and Principal Accounting Officer from January 2017 until July 2017. Mr. Sturrock previously served as Vice President and Controller of Regency GP LLC from February 2008, and in November 2010 was appointed as the principal accounting officer. From June 2006 to February 2008, Mr. Sturrock served as the Assistant Controller and Director of financial reporting and tax for Regency GP LLC. Mr. Sturrock is a Certified Public Accountant.

Steven R. Anderson. Mr. Anderson was elected to the Board of Directors of our general partner in June 2018 and serves on the audit committee and compensation committee. Mr. Anderson began his career in the energy business in the early 1970's with Conoco in the Permian Basin area. He then spent some 25 years with ANR Pipeline and its successor, The Coastal Corporation, as a natural gas supply and midstream executive. He later was Vice President of Commercial Operations with Aquila Midstream and, upon the sale of that business to Energy Transfer in 2002, he became a part of the management team there. For the six years prior to his retirement from Energy Transfer in October 2009, he served as Vice President of Mergers and Acquisitions. Since that time, he has been involved in private investments and has served on the boards of directors of the St. John Health System and Saint Simeon's Episcopal Home in Tulsa, Oklahoma, as well as various other community and civic organizations. Mr. Anderson also served as a member of the board of directors of Sunoco Logistics Partners L.P. from October 2012 until April 2017. The members of our general partner selected Mr. Anderson to serve on our Board of Directors based on his experience in the midstream energy industry generally, and his knowledge of Energy Transfer’s business specifically. Mr. Anderson also brings recent experience on audit and compensation committees of another publicly traded partnership.
Richard D. Brannon. Mr. Brannon was appointed to the Board of Directors of our general partner in March 2016 and has served as the Chairman of the audit committee snice April 2016. Mr. Brannon is the CEO of CH4 Energy II, CH4 Energy Six, and CH4 Energy-Finley Utah, LLC, all independent companies focused on horizontal oil and gas development. Mr. Brannon previously served on the board of directors of WildHorse Resource Development from its IPO in December 2016 until June 2018. Mr. Brannon also formerly served on the Board of Directors and as a member of the audit committee and compensation committee of Sunoco LP, Regency, OEC Compression and Cornerstone Natural Gas Corp. He has over 35 years of experience in the energy business, having started his career in 1981 with Texas Oil & Gas. The members of our general partner selected Mr. Brannon to serve as director based on his knowledge of the energy industry and his experience as a director and audit and compensation committee member for other public companies.
Ray C. Davis. Mr. Davis was appointed to the Board of Directors of the general partner of Energy Transfer LP in July 2018 and served on the Board of Directors of Energy Transfer Partners, L.L.C. from February 2018 until July 2018. From February 2013 until February 2018, Mr. Davis was an independent investor. He has also been a principal owner, and served as co-chairman of the board of directors, of the Texas Rangers major league baseball club since August 2010. Mr. Davis previously served on the Board of Directors of Energy Transfer LP (formerly Energy Transfer Equity, L.P.), effective upon the closing of its IPO in February 2006 until his resignation in February 2013. Mr. Davis also served as ETO’s Co-Chief Executive Officer from the combination of the midstream and transportation operations and the retail propane operations in January 2004 until his retirement from these positions in August 2007, and as the Co-Chairman of the Board of Directors of our general partner from January 2004 until June 2011. Mr. Davis also held various executive positions with Energy Transfer prior to 2004. From 1996 to 2000, he served as a Director of Crosstex Energy, Inc. From 1993 to 1996, he served as Chairman of the Board of Directors and Chief Executive Officer of Cornerstone Natural Gas, Inc. Our general partner selected Mr. Davis to serve as director based on his over 40 years of business experience in the energy industry and his expertise in the Partnership’s asset portfolio.

Michael K. Grimm. Mr. Grimm was appointed to the Board of Directors of our general partner in October 2018, and has served on the audit committee and compensation committee since that time. Prior to that time, Mr. Grimm served as a director of ETO’s general partner beginning in December 2005, and served on the audit and compensation committee during that time. Mr. Grimm is one of the original founders of Rising Star Energy, L.L.C., a privately held upstream exploration and production company active in onshore continental United States, and served as its President and Chief Executive Officer from 1995 until 2006 when it was sold. Mr. Grimm is currently President of Rising Star Petroleum, LLC. Mr. Grimm was formerly Chairman of the Board of RSP Permian, Inc. (NYSE: RSPP) from January 2014 until June 2018 and since November 2018 has served on the Board of Directors of Anadarko Petroleum Corporation (NYSE: APC). Prior to the formation of Rising Star, Mr. Grimm was Vice President of Worldwide Exploration and Land for Placid Oil Company from 1990 to 1994. Prior to joining Placid Oil Company, Mr. Grimm was employed by Amoco Production Company for thirteen years where he held numerous positions throughout the exploration department in Houston, New Orleans and Chicago. Mr. Grimm has been an active member of the Independent Petroleum Association of America, the American Association of Professional Landmen, Dallas Producers Club, Houston Producers Forum, Fort Worth Wildcatters and the All-American Wildcatters. He has a B.B.A. from the University of Texas at Austin. The members of our general partner selected Mr. Grimm to serve as a director because of his extensive experience in the energy industry and his service as a senior executive at several energy-related companies, in addition to his contacts in the industry gained through his involvement in energy-related organizations.
James R. (Rick) Perry. Mr. Perry was appointed to the Board of Directors of our general partner in January 2020. He formerly served as U.S. Secretary of Energy from March 2017 until December 2019. Prior to that, he served as the Governor of the State of Texas from 2000 until January 2015. Mr. Perry served as Lieutenant Governor of Texas from 1998 to 2000, and as Agriculture Commissioner from 1991 to 1998. Prior to 1991, he also served in the Texas House of Representatives. Mr. Perry previously served on the Board of Directors of Energy Transfer Operating, L.P. (formerly Energy Transfer Partners, L.P.) from February 2015 until December 2016. The members of our general partner selected Mr. Perry to serve as a director because of his vast experience as an executive in the highest office of state government. In addition, Mr. Perry has been involved in finance and budget planning processes throughout his career in government as a member of the Texas House Appropriations Committee, the Legislative Budget Board and as Governor.
Ray W. Washburne. Mr. Washburne was appointed to the Board of Directors of our general partner in April 2019.  He is currently President and Chief Executive Officer of Charter Holdings, Inc., a Dallas-based investment company involved in real estate, restaurants and diversified financial investments.  In addition, he currently serves on the President’s Intelligence Advisory Board (PIAB).  From August 2017 to February 2019, Mr. Washburne served as the President and Chief Executive Officer of the Overseas Private Investment Corporation (OPIC), the United States government’s development finance institution.  From 2000 to 2017, Mr. Washburne served on the board of directors of Veritex Holdings, Inc. (Nasdaq: VBTX), a Texas -based bank holding company that conducts banking activities through its subsidiary, Veritex Community Bank.  He has also served as an adjunct professor at the Cox School of Business at Southern Methodist University.  Mr. Washburne is also a member of the Republican Governors Association Executive Roundtable, the American Enterprise Institute, the Council on Foreign Relations, and is on the Advisory Board of the United States Southern Command. The members of our general partners selected Mr. Washburne to serve on the Board of Directors because of his expertise in international finance, his relationships in government, and his experience on the board of a publicly traded company.
Compensation of the General Partner
Our general partner does not receive any management fee or other compensation in connection with its management of the Partnership.
Delinquent Section 16(a) Reports
Section 16(a) of the Securities Exchange Act of 1934 requires the directors and executive officers of our general partner, as well as persons who own more than ten percent of the common units representing limited partnership interests in us, to file reports of ownership and changes of ownership on Forms 3, 4 and 5 with the SEC. The SEC regulations also require that copies of these Section 16(a) reports be furnished to us by such reporting persons. Based upon a review of copies of these reports, we believe all applicable Section 16(a) reports were timely filed in 2019.

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 ETO.
Compensation Discussion and Analysis
Named Executive Officers
ET 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 ET’s management functions. As a result, the executive officers of our General Partner are ET’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. The persons we refer to in this discussion as our “named executive officers” are the following:
Kelcy L. Warren, Chairman and Chief Executive Officer;
Thomas E. Long, Chief Financial Officer;
Marshall S. (Mackie) McCrea, III, President and Chief Commercial Officer;
Matthew S. Ramsey, Chief Operating Officer; and
Thomas P. Mason, Executive Vice President, General Counsel and President — LNG.
Our Philosophy for Compensation of Executives
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 its executive officers, including the named executive officers that provides for a slightly below the median market annual base compensation (i.e. approximately the 30th to 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 (i) the payment of annual discretionary cash bonuses that consider the achievement of the Partnership’s financial performance objectives for a fiscal year set at the beginning of such fiscal year and the individual contributions of its executive officers, including the named executive officers to the success of the Partnership and the achievement of the annual financial performance objectives and (ii) the annual grant of time-based restricted unit or phantom unit awards under the Partnership’s equity incentive plan(s) or the equity incentive programs of Sunoco LP, as applicable based on the allocation of executive officers awards, including awards to the named executive officers, 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 the Partnership and/or the other affiliated partnerships pay to their respective unitholders.
The Partnership grants restricted unit and/or phantom 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 Partnership believes 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 our General Partner places on aligning the interests of its named executive officers with those of unitholders.
As discussed below, our compensation committee, the ETO Compensation Committee (prior to the Energy Transfer Merger) and/or the compensation committee of the general partner of Sunoco LP, as applicable, all in consultation with our General Partner, are responsible for the compensation policies and compensation level of our executive officers, including the named executive officers of our General Partner. In this discussion, we refer to our compensation committee as the “ET Compensation Committee.”
For a more detailed description of the compensation to the Partnership’s named executive officers, please see “– Compensation Tables” below.

Distributions to Our General Partner
Our General Partner is majority-owned by Mr. Warren. 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 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, 2019, 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/phantom unit awards under the equity incentive plan(s);
payment of distribution equivalent rights (“DERs”) on unvested time-based restricted unit awards under our equity incentive plan;
vesting of previously issued time-based restricted unit and/or phantom 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 ET 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 ET Compensation Committee also considers individual performance, levels of responsibility, skills and experience.
Periodically, the ET Compensation Committee engages a third-party consultant to provide a full market competitive compensation analysis 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 the Partnership to provide market information with respect to compensation of those executives during the year ended December 31, 2019. 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.

In conducting its review, Longnecker specifically considered the larger size of the combined ET entities from an energy industry perspective. During 2019, Longnecker assisted in the development of the final “peer group” of leading companies in the energy industry that most closely reflect the profile of ET in terms of revenues, assets and market value as well as competition for talent at the senior management level and similarly situated general industry companies with similar revenues, assets and market value. In setting such peer group, the size of ET on a combined basis was considered. As part of the evaluation conducted by Longnecker, a determination was made to focus the analysis specifically on the energy industry peers. This decision was based on a determination that an energy industry peer group provided a more than sufficient amount of comparative data to consider and evaluate total compensation. This focus allowed Longnecker to report on specific industry related data comparing the levels of annual base salary, annual short-term cash bonus and long-term equity incentive awards at industry peer group companies with those of the named executive officers to ensure that compensation of the named executive officers is both consistent with the compensation philosophy and competitive with the compensation for executive officers of these other companies. The identified companies were:
Energy Peer Group:
• Conoco Phillips• Marathon Petroleum Corporation
• Enterprise Products Partners, L.P.• Kinder Morgan, Inc.
• Plains All American Pipeline, L.P.• The Williams Companies, Inc.
• Valero Energy Corporation• Phillips 66
The compensation analysis provided by Longnecker in 2019 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 public disclosures of peer companies, including 10-K and proxy data and published survey data from multiple sources that are relevant to ET’s peer group, industry, financial size and operational breadth. The Longnecker review process also included significant engagement with management to fully understand job scope, responsibilities and roles of each of the executive officers, which discussions allow Longnecker the ability to completely evaluate specific aspects of an executive officer’s position to allow for more accurate benchmarking.
Following Longnecker’s 2019 review, the ET Compensation Committee reviewed the information provided, including Longnecker’s specific conclusions and recommended considerations for all compensation going forward. The ET Compensation Committee considered and reviewed the results of the study performed by Longnecker to determine if the results indicated that the compensation programs were yielding a competitive total compensation model prioritizing incentive-based compensation and rewarding achievement of short and long-term performance objectives and considered Longnecker’s conclusions and recommendations. While Longnecker found that the Partnership is achieving its stated objectives with respect to the “at-risk” approach, they also found that certain adjustments could be considered moving forward to allow the Partnership to continue to achieve its targeted percentiles on base compensation and incentive compensation (short and long-term). Those adjustments are being considered by the ET Compensation Committee and management, and will, as deemed appropriate, be implemented.
In addition to the information received as part of Longnecker’s 2019 review, the ET Compensation Committee also utilizes information obtained from other sources in its determination of compensation levels for our named executive officers, such as annual third party surveys, although third party survey data is not used by the ET Compensation Committee to benchmark the amount of total compensation or any specific element of compensation for the named executive officers.
In addition to the 2019 compensation analysis for executive officers, Longnecker also provided advice and feedback on certain other matters, including the appropriateness, targets and composition of the annual equity award pools and the annual bonus awards under the Energy Transfer Annual Bonus Plan (the “Bonus Plan”) and benchmarking on certain non-named executive officer hires and promotions.
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 30th to 40th percentile of market) and are determined by the ET Compensation Committee after taking into account the recommendations of Mr. Warren.
During the 2019 merit review process, the ET Compensation Committee considered the recommendations of Mr. Warren, the existing Longnecker study (with the data aged as appropriate) and the merit increase pool set for all employees of the Partnership and/or its employing affiliates. The ET Compensation Committee approved a 3.5% increase to the base salary of Mr. McCrea to $1,114,555 from its prior level of $1,076,865; an approximately 10% base salary increase to Mr. Long to $600,000 from its prior

level of $545,900; a 3.5% base salary increase to Mr. Ramsey to $696,598 from its prior level of $673,041; and a 3.5% base salary increase to Mr. Mason to $631,396 from its prior level of $610,044. Mr. Warren has voluntarily determined that his salary will be $1.00 per year (plus an amount sufficient to cover his allocated payroll deductions for health and welfare benefits), and, as such, did not receive any base salary or adjustment in 2019.
The 3.5% increase to Messrs. McCrea, Ramsey and Mason reflected a base salary increase substantially the same as the annual merit increase pool set for all employees of ET and its affiliates for 2019. The 10% increase for Mr. Long was undertaken to continue the process to more closely align Mr. Long with the targeted total compensation of similarly situated officers of peer group companies and the market data.
Annual Bonus.  In addition to base salary, the ET 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 Bonus Plan.
The Bonus Plan is a discretionary annual cash bonus plan available to all employees, including the named executive officers. The purpose of the Bonus Plan is to reward employees for contributions towards the Partnership’s business goals and to aid in motivating employees. The Bonus Plan is administered by the ET Compensation Committee and the ET Compensation Committee has the authority to establish and interpret the rules and regulations relating to the Bonus Plan, to select participants, to determine and approve the size of any actual award amount, to make all determinations, including factual determinations, under the Bonus Plan, and to take all other actions necessary or appropriate for the proper administration of the Bonus Plan.
For each calendar year (the “Performance Period”), the ET Compensation Committee will evaluate and determine an overall funded cash bonus pool based on achievement of (i) an internal Adjusted EBITDA target (“Adjusted EBITDA Target”), (ii) an internal distributable cash flow target (“DCF Target”) and (iii) performance of each department compared to the applicable departmental budget (“Departmental Budget Target”). The Adjusted EBITDA Target and the DCF Target are defined for purposes of the Bonus Plan using the same definitions as used in the Partnership’s audited financial statements included in its annual and quarterly filings on Forms 10-K and 10-Q for the terms Adjusted EBITDA and Distributable Cash Flow. The performance criteria are weighted 60% on the achievement of the Adjusted EBITDA Target, 20% on the achievement of the DCF Target and 20% on the achievement of the Departmental Budget Target (collectively, “Budget Targets”). The total amount of cash to be allocated to the funded bonus pool will range from 0% to 120% for each of the budgeted DCF Target and Adjusted EBITDA Target and will range from 0% to 100% of the Departmental Budget Target. The maximum funding of the bonus pool is 116% of the total pool target and to achieve such funding each of the Adjusted EBITDA and the DCF Target must achieve 120% funding and the Department Budget target must achieve its 100% target. While the funded bonus pool will reflect an aggregation of performance under each target, in the event performance under the Adjusted EBITDA Target is below 80% of its target, no bonus pool will be funded. If the bonus pool is funded, a participant may earn a cash award for the Performance Period based upon the level of attainment of the Budget Targets and his or her individual performance. Awards are paid in cash as soon as practicable after the end of the Performance Period but in no event later than two and one-half months after the end of the Performance Period.
While the achievement of the Budget Targets sets a bonus pool under the Bonus Plan, actual bonus awards are discretionary. These discretionary bonuses, if awarded, are intended to reward our named executive officers for the achievement of the Budget Targets during the Performance Period in light of the contribution of each individual to our profitability and success during such year. The ET Compensation Committee also considers the recommendation of Mr. Warren in determining the specific annual cash bonus amounts for each of the named executive officers. The ET 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.
For 2019, the ET Compensation Committee approved short-term annual cash bonus pool targets for Mr. McCrea of 160% of his annual base earnings and for Messrs. Long, Ramsey and Mason of 130% of their annual base earnings. The named executive officer bonus pool targets remained the same for the 2019 Performance Period as they were for the 2018 period.
In February 2020, the ET Compensation Committee certified 2019 performance results under the Bonus Plan, which resulted in a bonus payout of 100% of the bonus pool target, which reflected achievement of 100.3% of the Adjusted EBITDA Target, 99.7% of the DCF Target and 101.6% or $13 million under the Department Budget Target. Based on the approved results, the ET Compensation Committee approved a cash bonus relating to the 2019 calendar year to Messrs. McCrea, Long, Ramsey, and Mason in the amounts of $1,750,817, $900,000, $889,100 and $805,900, respectively.
In approving the 2019 bonuses of the named executive officers, the ET Compensation Committee took into account the achievement by the Partnership of all of the targeted performance objectives for 2019 and the individual performances of each of the named executive officers. The cash bonuses awarded to each of the named executive officers for 2019 performance were materially consistent with their applicable bonus pool targets, except Mr. Long who received approximately 120% of his targeted bonus award in consideration of (i) a recommendation to increase his award by Mr. Warren in recognition of Mr. Long’s efforts on certain

key financial objectives during 2019 and (ii) a further alignment of Mr. Long with the targeted total compensation of similarly situated officers of peer group companies and the market data. As with base salary and equity awards, Mr. Warren does not accept or receive an annual bonus.
Equity Awards.  ET maintains and operates (i) the Second Amended and Restated Energy Transfer LP 2008 Incentive Plan (the “2008 Incentive Plan”); (ii) the Energy Transfer LP 2011 Long-Term Incentive Plan (the “2011 Incentive Plan”); the (iii) Energy Transfer LP 2015 Long-Term Incentive Plan (the “2015 Plan”); (iv) the Amended and Restated Energy Transfer LP Long-Term Incentive Plan (the “ET Plan,” together with the 2008 Incentive Plan, the 2011 Incentive Plan and the 2015 Plan, the “ET Incentive Plans”). The ET Incentive Plans authorize the ET Compensation Committee, in its discretion, to grant awards, as applicable, under each respective plan of restricted units, phantom units, unit options, unit appreciation rights and other awards related to ET common units upon such terms and conditions as it may determine appropriate and in accordance with general guidelines as defined by the ET Incentive Plans. ET has generally used time-vested restricted units and/or phantom units as the vehicle for its annual equity awards to eligible employees, including the named executive officers.
For 2019, the annual long-term incentive targets set by the ET Compensation Committee for the named executive officers were 900% of annual base salary for Mr. McCrea and 500% of annual base salary for Messrs. Long, Ramsey and Mason. The targets of the named executive officers were the same as the prior year’s targets.
The annual long-term incentive targets are used as the basis to determine the target number of units to be awarded to the eligible participant, including the named executive officers. A multiple of base salary is used to set the pool target, that number is then divided by a weighted average price determined by considering ET’s modified total unitholder return “(TUR”) performance as measured against the average return of ET’s identified peer group over defined time periods. For purposes of establishing an initial public offeringprice, ET utilizes a 60 trading-day trailing weighted average price of ET common units prior to November 1, 2019. This average trading price is then subject to adjustment when ET’s TUR is more than 5% greater or less than that of its identified peer group. If the TUR analysis yields a result that is within 5% percent of its identified peer group, the ET Compensation Committee will simply use the 60 trading day trailing weighted average price divided by the applicable salary multiple to establish a target pool for each eligible participant, including the named executive officers. If ET’s TUR is outside of the 5% deviation, the 60 trading day trailing weighted average will be adjusted up or down based on ET’s performance as compared to the identified group. For 2019, the peer group included the following:
• Enterprise Products Partners, L.P.• Kinder Morgan, Inc.
• The Williams Companies, Inc.• Plains All American Pipeline, L.P.
• Phillips 66• MPLX LP
For 2019, the Partnership’s TUR underperformed the identified peer group based on the average of the identified three comparison periods: (i) year-to-date 2019, (ii) trailing twelve months, and matures(iii) full-year 2018. Consequently, the 2019 long-term incentive base price was increased to reduce the total available restricted pool by approximately 13%.
In December 2019, the ET Compensation Committee in consultation with Mr. Warren approved grants of phantom unit awards to Messrs. McCrea, Long, Ramsey and Mason of 682,400 units, 215,000 units, 189,600 units and 214,800 units, respectively. As with base salary and annual bonus, Mr. Warren does not accept or receive annual long-term incentive awards. Mr. Long’s award of 215,000 units represents an increase of approximately 30% over his pool target number. The increase for Mr. Long reflected (i) a recommendation to increase his award by Mr. Warren in recognition of Mr. Long’s efforts on certain key financial objectives during 2019 and (ii) a further alignment of Mr. Long with the targeted total compensation of similarly situated officers of peer group companies and the market data.
As more fully described below in the section titled Affiliate and Subsidiary Equity Awards, for 2019, in discussions between the General Partner, the ET Compensation Committee and the compensation committee of the general partner of Sunoco LP, it was determined that for 2019 the value of Messrs. Long and Ramsey’s awards would be comprised of restricted unit awards under the ET Incentive Plans and the Sunoco LP 2018 Long-Term Incentive Plan (the “2018 Sunoco LP Plan”) in consideration of their roles and responsibilities for Sunoco LP and their status, as members of the Boards of Directors of the general partner of Sunoco LP. Messrs. Long and Ramsey’s total 2019 long-term awards were allocated approximately 80% to the ET Incentive Plans and approximately 20% to the 2018 Sunoco LP Plan. The awards of Messrs. McCrea and Mason for 2019 were allocated entirely to the ET Incentive Plans. It is expected that future long-term incentive awards to Messrs. Long and Ramsey of ET will recognize an aggregation of restricted units under the ET Incentive Plans and the 2018 Sunoco LP Plan, as applicable. For purposes of establishing a pool value for awards to eligible participants, including Messrs. Ramsey and Long, Sunoco LP utilized the same practices in terms of utilizing a peer group TUR analysis to set a grant date valuation.

The restricted unit awards granted in 2019 provide for incremental 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. Vesting of the awards are generally subject to continued employment through each specified vesting date. The restricted unit awards entitle the recipients to receive, with respect to each ET unit subject to such award that has not either vested or been forfeited, a DER cash payment promptly following each such distribution by ET to its unitholders. In approving the grant of such restricted unit awards, including to the named executive officers, the ET Compensation Committee considered several factors, including the long-term objective of retaining such individuals as key drivers of ET’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 2019 awards would accelerate in the event of the death or disability of the recipient, including the named executive officers, or in the event of a change in control of ET as that term is defined under the ET Incentive Plans.
As discussed below under “Potential Payments Upon a Termination or Change of Control,” all outstanding equity awards would 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 award agreements for the restricted units awarded in 2019, as well as other awards outstanding held by Partnership employees, including the named executive officers, also include certain acceleration provisions upon retirement with the ability to accelerate 40% of outstanding unvested awards under the ET Incentive Plans at age 65 and 50% at age 68. These acceleration provisions require that the participant have not less than five (5) years of employment service to the Partnership or an affiliate and require a six (6) month delay in the vesting after retirement pursuant to the requirements of Section 409(A) of the Code.
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 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 for ET during 2019, Messrs. Long and Ramsey have certain responsibilities for Sunoco LP, including as members of the Board of Directors of the general partner of Sunoco LP.
The Sunoco LP Compensation Committee in December 2019 approved grants of restricted unit awards to Messrs. Long and Ramsey of 19,500 and 22,600 restricted units, respectively, under the 2018 Sunoco LP Plan. The terms and conditions of the restricted unit to Messrs. Long and Ramsey under the 2018 Sunoco LP 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, upon a change in control or retirement at ages 65 or 68.
Unit Ownership Guidelines. The Board of Directors of our General Partner has adopted the Executive Unit Ownership Guidelines (the “PennTex Revolving Credit Facility”“Guidelines”), which set forth minimum ownership guidelines applicable to certain executives of ET with respect to ET 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, the President and Chief Commercial Officer and the Chief Operating Officer are expected to own common units having a minimum value of five times his base salary, while each of the remaining named executive officers (other than the CEO) are expected to own common units having a minimum value of four times their respective base salary. In addition to the named executive officers, these Guidelines also apply to other covered executives, which executives 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 salary.
The ET Compensation Committee believes that the ownership of ET 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 ET’s total unitholder return, aligning the interests of such executives with those of ET’s Unitholders, and promoting ET’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, were 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. McCrea and Mason beginning in December 2015, and they were compliant. Compliance for Mr. Long was required in December 2018, and he was compliant. Compliance for Mr. Ramsey will be required in December 2020.
Covered executives may satisfy the Guidelines through direct ownership of ET and/or Sunoco LP common units or indirect ownership by certain immediate family members. Direct or indirect ownership of ET 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.
Qualified Retirement Plan Benefits.  The Energy Transfer LP 401(k) Plan (the “ET 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; however, the award agreement to the named executive officers under the ET Incentive Plans, the 2018 Sunoco LP Plan and the Sunoco LP 2012 Long-Term Incentive Plan (the “2012 Sunoco LP Plan”) 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. 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.
Energy Transfer LP Non-Qualified Deferred Compensation Plan (the “ET 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 ET 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 ET NQDC Plan, ET may make annual discretionary matching contributions to participants’ accounts; however, ET 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 ET 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 ET NQDC Plan) of ET, all ET NQDC Plan accounts are immediately vested in full. However, distributions are not accelerated and, instead, are made in accordance with the ET NQDC Plan’s normal distribution provisions unless a participant has elected to receive a change of control distribution pursuant to his deferral agreement. None of our named executive officers currently 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 and phantom units rather than unit options for equity awards because restricted units and phantom 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 United States 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 United States federal income tax purposes.
Accounting for Non-Cash Compensation
For non-cash 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
Messrs. Anderson, Grimm and Washburne are the only members of the Compensation Committee. During 2019, no member of the Compensation Committee 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. Mr. Grimm is not a former employee of ours or any of our subsidiaries. Mr. Anderson was previously an employee of the Partnership until his retirement in October 2009, as discussed in his biographical information included in “Item 10. Directors, Executive Officers and Corporate Governance.”
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 ET. 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 LP

Steven R. Anderson
Michael K. Grimm
Ray W. Washburne
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
($)
 
Equity
Awards (1)
($)
 
Non-Equity
Incentive Plan
Compensation(2)
($)
 
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings ($)
 
All Other
Compensation(3)
($)
 
Total
($)
Kelcy L. Warren (4)
 2019 $6,156
 $—
 $—
 $—
 $—
 $—
 $6,156
Chief Executive Officer 2018 6,138
 —
 —
 —
 —
 —
 6,138
 2017 5,926
 —
 —
 —
 —
 —
 5,926
Thomas E. Long 2019 570,869
 —
 3,352,795
 900,000
 —
 21,544
 4,845,208
Chief Financial Officer 2018 537,338
 1,000,000
 4,251,335
 800,000
 —
 21,294
 6,609,967
 2017 480,846
 —
 2,519,954
 625,100
 —
 18,320
 3,644,220
Marshall S. (Mackie) McCrea, III 2019 1,094,260
 —
 8,734,720
 1,750,817
 —
 21,544
 11,601,341
President and Chief Commercial Officer 2018 1,059,976
 —
 7,834,782
 1,866,000
 —
 19,362
 10,780,120
 2017 1,027,846
 —
 9,033,341
 1,644,554
 —
 16,834
 11,722,575
Matthew S. Ramsey 2019 683,913
 —
 3,123,186
 889,100
 —
 19,544
 4,715,743
Chief Operating Officer 2018 662,486
 —
 2,818,415
 900,000
 —
 19,294
 4,400,195
 2017 642,404
 —
 3,763,893
 835,125
 —
 18,618
 5,260,040
Thomas P. Mason 2019 619,899
 —
 2,749,440
 805,900
 —
 19,544
 4,194,783
Executive Vice President, General Counsel and President – LNG 2018 600,477
 —
 2,466,882
 858,700
 —
 19,294
 3,945,353
 2017 582,275
 —
 2,816,048
 756,958
 —
 18,618
 4,173,899
(1)
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. For Messrs. Long and Ramsey amounts include equity awards of our subsidiaries and/or affiliates, as reflected in the “Grants of Plan-Based Awards Table.” See Note 9 to our consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data” for additional assumptions underlying the value of the equity awards.
(2)
ET maintains the Bonus Plan which provides for discretionary bonuses. Awards of discretionary bonuses are tied to achievement of targeted performance objectives and described in the Compensation Discussion and Analysis. The discretionary cash bonus amounts earned by the named executive officers for 2019 reflect cash bonuses approved by the ET Compensation Committee in February 2020 that are expected to be paid on or before March 15, 2020.
(3)
The amounts reflected for 2019 in this column include (i) matching contributions to the ET 401(k) Plan made on behalf of the named executive officers of $14,000 each for Messrs. Long, McCrea, Ramsey and Mason, (ii) health savings account contributions made on behalf of the named executive officers of $2,000 each for Messrs. Long and McCrea, and (iii) the dollar value of life insurance premiums paid for the benefit of the named executive officers. The amounts reflected for all periods exclude distribution payments in connection with distribution equivalent rights on unvested unit awards, because the dollar value of such distributions are factored into the grant date fair value reported in the “Equity Awards” column of the Summary Compensation Table at the time that the unit awards and distribution equivalent rights were originally granted. For 2019, distribution payments in connection with distribution equivalent rights totaled $796,382 for Mr. Long, $2,178,361 for Mr. McCrea, $857,108 for Mr. Ramsey, and $756,879 for Mr. Mason.
(4)
Mr. Warren has voluntarily determined that his salary will be reduced to $1.00 per year (plus an amount sufficient to cover his allocated payroll deductions for health and welfare benefits). He also does not accept a cash bonus or any equity awards under the equity incentive plans.

Grants of Plan-Based Awards in 2019
Name Grant Date 
All Other Unit Awards: Number of Units
(#)
 
Grant Date Fair Value of Unit Awards (1)
ET Unit Awards:      
Kelcy L. Warren N/A —
 $—
Thomas E. Long 12/16/2019 215,000
 2,752,000
Marshal S. (Mackie) McCrea, III 12/16/2019 682,400
 8,734,720
Matthew S. Ramsey 12/16/2019 189,600
 2,426,880
Thomas P. Mason 12/16/2019 214,800
 2,749,440
Sunoco LP Unit Awards:      
Thomas E. Long 12/16/2019 19,500
 600,795
Matthew S. Ramsey 12/16/2019 22,600
 696,306
(1)
We have computed the grant date fair value of unit awards in accordance with FASB ASC Topic 718, as further described above and in Note 9 to our consolidated financial statements.

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, and 401(k) plan contributions can be found in the Compensation Discussion and Analysis that precedes these tables.
Outstanding Equity Awards at 2019 Fiscal Year-End
Name 
Grant Date(1)
 
Unit Awards (1)
Number of Units That Have Not Vested(2)
(#)
 
Market or Payout Value of Units That Have Not Vested (3)
($)
ET Unit Awards:      
Kelcy L. Warren N/A —
 $—
Thomas E. Long 12/16/2019 215,000
 2,758,450
  12/18/2018 136,475
 1,750,974
  10/19/2018 115,200
 1,478,016
  12/20/2017 121,074
 1,553,379
  12/29/2016 30,235
 387,918
  12/9/2015 14,227
 182,535
  12/4/2015 5,739
 73,635
Marshal S. (Mackie) McCrea, III 12/16/2019 682,400
 8,755,192
  12/18/2018 605,740
 7,771,644
  12/20/2017 537,379
 6,894,573
  12/29/2016 172,231
 2,209,729
  12/9/2015 94,855
 1,216,987
  12/4/2015 47,816
 613,480
Matthew S. Ramsey 12/16/2019 189,600
 2,432,568
  12/18/2018 168,260
 2,158,776
  12/20/2017 223,908
 2,872,740
  12/29/2016 73,440
 942,235
  12/9/2015 59,282
 760,592
Thomas P. Mason 12/16/2019 214,800
 2,755,884
  12/18/2018 190,640
 2,445,911
  12/20/2017 135,300
 1,735,899
  12/29/2016 40,645
 521,474
  12/9/2015 22,391
 287,277
  12/4/2015 11,287
 144,812
       
Sunoco LP Unit Awards:      
Thomas E. Long 12/16/2019 19,500
 $596,700
  12/19/2018 19,325
 591,345
  12/21/2017 17,097
 523,168
  12/29/2016 8,884
 271,850
  12/16/2015 5,650
 172,890
Matthew S. Ramsey 12/16/2019 22,600
 691,560
  12/19/2018 23,825
 729,045
  1/2/2015 814
 24,908
Thomas P. Mason 12/21/2017 19,106
 584,644
  12/29/2016 9,320
 285,192
  12/16/2015 7,410
 226,752
(1)
Certain of these outstanding awards represent Energy Transfer Partners, L.P. awards that converted into ET awards upon the merger of Energy Transfer Equity, L.P. and Energy Transfer Partners, L.P. in October 2018. Furthermore, some of those converted awards had previously been converted in connection with the merger of Energy Transfer Partners, L.P. and Sunoco Logistics in April 2017.

(2)
ET unit awards outstanding vest at a rate of 60% in December 2022 and 40% in December 2024 for awards granted in December 2019. Such awards may be settledat the election of the ET Compensation Committee in (i) common units of ET (subject to the approval of the ET Incentive Plans prior to the first vesting date by a majority of ET’s unitholders pursuant to the rules of the New York Stock Exchange); (ii) cash equal to the Fair Market Value (as such term is defined in the ET Incentive Plans) of the ET common units that would otherwise be delivered pursuant to the terms of each named executive officers grant agreement; or (iii) other securities or property in an amount equal to the Fair Market Value of ET common units that would otherwise be delivered pursuant to the terms of the grant agreement, or a combination thereof as determined by the ET Compensation Committee in its discretion.
Other unit awards outstanding vest as follows:
at a rate of 60% in December 2021 and 40% in December 2023 for awards granted in October and December 2018;
at a rate of 60% in December 2020 and 40% in December 2022 for awards granted in December 2017;
100% in December 2021 for the remaining outstanding portion of awards granted in December 2016; and
100% in December 2020 for the remaining outstanding portion of awards granted in December 2015.
(3)
Market value was computed as the number of unvested awards as of December 31, 2019 multiplied by the closing price of respective common units of ET and Sunoco LP.
Units Vested in 2019
  Unit Awards
Name 
Number of Units
Acquired on Vesting
(#)
 
Value Realized on Vesting
($) (1)
ET Unit Awards:    
Kelcy L. Warren N/A
 $—
Thomas E. Long 55,839
 647,730
Marshall S. (Mackie) McCrea, III 327,520
 3,799,236
Matthew S. Ramsey 110,161
 1,277,868
Thomas P. Mason 85,300
 989,482
Sunoco LP Unit Awards:    
Thomas E. Long 13,326
 401,779
Matthew S. Ramsey 299
 9,033
Thomas P. Mason 13,980
 421,497
(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 applicable common units upon the vesting date.
We have not issued option awards.
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 ET Incentive Plans 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 ET or its general partner; (ii) LE GP, LLC or an affiliate of LE GP, LLC ceases to be the general partner of ET; or (iii) the sale or other disposition, including by liquidation or dissolution, of all or substantially all of the assets of ET in one or more transactions to anyone other than an affiliate of ET.
In addition, as explained in Equity Awards section of our Compensation Discussion and Analysis above, the restricted unit awards and phantom unit awards under the ET Incentive Plans, the Sunoco LP Plan and the 2012 Sunoco LP Plan 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. All awards outstanding to the named executive officers under the ET Incentive Plans, the 2018 Sunoco LP Plan or the 2012 Sunoco LP Plan would be accelerated in the event of a change in control of the Partnership.
The October 2018 equity award to Mr. Long 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 ET Compensation Committee and the compensation committee of the general partner of Sunoco LP, have 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 acceleration of the awards is subject to the applicable provisions of IRC Section 409(A).
In February 2016, Mr. Mason received a one-time special incentive retention bonus in the amount of $6,300,000 (the “Special Bonus”).  The agreement providesapproval of the Special Bonus was conditioned upon entry by Mr. Mason into a Retention Agreement (the “Retention Agreement”) which provided certain requirements for a $275 million commitment that is expandable up to $400 million under certain conditions. The funds have been used for general purposes,continued employment, including the fundingfollowing requirements that are still in effect: (i) if, after the third (3rd) anniversary but prior to the fourth (4th) anniversary of capital expenditures. PennTex’s assets have been pledgedthe effective date of the Retention Agreement, Mr. Mason’s employment terminates (other than as a result of (x) a termination without cause by ET or by Mr. Mason for Good Reason; (y) his death; or (z) his permanent disability), he will be obligated to remit and repay seventy-five percent (75%) of the Special Bonus; and (ii) 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 terminates (other than as a result of (x) a termination without cause by ET or by Mr. Mason for Good Reason; (y) his death; or (z) his permanent disability), he will be obligated to remit and repay fifty percent (50%) of the Special Bonus.  Mr. Mason 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 ET NQDC Plan (other than discretionary credits) are immediately 100% vested. Upon a change of control (as defined in the ET 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 ET NQDC Plan as any change of control event within the meaning of Treasury Regulation Section 1.409A-3(i)(5).
CEO Pay Ratio
In accordance with Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, set forth below is information about the relationship of the annual total compensation of Mr. Warren, the Chairman and Chief Executive Officer and the annual total compensation of our employees.
For the 2019 calendar year:
The annual total compensation of Mr. Warren, as reported in the Summary Compensation Table of this Item 11 was $6,156; and
For 2019, the median total compensation of the employees supporting ET (other than Mr. Warren) was $124,622, which amount was updated from the 2017 “median employee.”
Based on this information, for 2019 the ratio of the annual total compensation of Mr. Warren to the median of the annual total compensation of the 8,256 employees supporting ETO as of December 31, 2019 was approximately 1 to 20 as Mr. Warren 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 employee premium contributions for health and welfare benefits).
To identify the median of the annual total compensation of the employees supporting ETO, the following steps were taken:
1.It was determined that, as of December 31, 2019, the applicable employee populations consisted of 8,256 with all of the identified individuals being employed in the United States. This population consisted of all of our full-time and part-time employees. We did not engage any independent contractors in 2018 or 2019 that are required to be included in our employee population for the CEO pay ratio evaluation.
2.To identify the “median employee” from our employee population, we compared the total earnings of our employees as reflected in our payroll records as reported on Form W-2 for 2017 and, for 2019, updated the compensation of the “median employee” as reflected in our payroll records as reported on form W-2 for 2019.

3.We identified our median employee using W-2 reporting and applied this compensation measure consistently to all of our employees required to be included in the calculation. We did not make any cost of living adjustments in identifying the “median employee.”
4.Once we identified our median employee, we combined all elements of the employee’s compensation for 2019 resulting in an annual compensation of $124,622. The difference between such employee’s total earnings and the employee’s total compensation represents the estimated value of the employee’s health care benefits (estimated for the employee and such employee’s eligible dependents at $10,989) and the employee’s 401(k) matching contribution and profit sharing contribution (estimated at $6,040 per employee, includes $3,775 per employee on average matching contribution and $2,265 per employee on average profit sharing contribution (employees earning over $175,000 in base are ineligible for profit sharing)).
5.With respect to Mr. Warren, we used the amount reported in the “Total” column of our 2019 Summary Compensation Table under this Item 11.
Director Compensation
In 2019, the compensation arrangements for outside directors included a $100,000 annual retainer for services on the board. If a director served on the ET Audit Committee, such director would receive an annual cash retainer ($15,000 or $25,000 in the case of the chairman). If a director served on the ET Compensation Committee, such director would receive an annual cash retainer ($7,500 or $15,000 in the case of the chairman). The fees for membership on the Conflicts Committee are determined on a per instance basis for each committee assignment.
The outside directors of our General Partner are also entitled to an annual restricted unit award under the ET Incentive Plans equal to an aggregate of $100,000 divided by the closing price of ET common units on the date of grant. These ET common units will vest 60% after the third year and the remaining 40% after the fifth year after the grant date. The compensation expense recorded is based on the grant-date market value of the ET common units and is recognized over the vesting period. Distributions are paid during the vesting period.
The compensation paid to the non-employee directors of our General Partner in 2019 is reflected in the following table:
Name 
Fees Paid in Cash(1)
($)
 
Unit Awards(2)
($)
 
All Other Compensation
($)
 
Total
($)
Steven R. Anderson $122,500
 $99,998
 $—
 $222,498
Richard D. Brannon 125,000
 99,998
 —
 224,998
Ray C. Davis 100,000
 99,998
 —
 199,998
Michael K. Grimm 130,000
 99,998
 —
 229,998
Ray W. Washburne (3)
 48,756
 33,125
 —
 81,881
(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 ET common units as of the grant date.
(3)
Mr. Washburne was appointed as a director of our General Partner on April 16, 2019.
As of December 31, 2019, Mr. Anderson had 10,047 unvested ET restricted units outstanding, Mr. Brannon had 19,400 unvested ET restricted units outstanding, Mr. Davis had 10,047 unvested ET restricted units outstanding, Mr. Grimm had 23,136 unvested ET restricted units outstanding and Mr. Washburne had 2,500 unvested ET restricted units outstanding.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED UNITHOLDER MATTERS
Equity Compensation Plan Information
The following table sets forth in tabular format, a summary of our equity plan information as of December 31, 2019:
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: 19,256,727
 —
 6,511,947
Total 19,256,727
 $—
 6,511,947
Energy Transfer LP Units
The following table sets forth certain information as of February 14, 2020, regarding the beneficial ownership of our voting securities by (i) certain beneficial owners of more than 5% of our Common Units, (ii) each director and named executive officer of our General Partner and (iii) all current 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.
Name and Address of
Beneficial Owner (1)
 
Beneficially
Owned (2)
 Percent of Class
Kelcy L. Warren (3)
 252,037,063
 9.4%
Ray C. Davis (4)
 87,891,686
 3.3%
John W. McReynolds (5)
 30,225,200
 1.1%
Thomas E. Long 221,560
 *
Marshall S. (Mackie) McCrea, III 2,087,848
 *
Matthew S. Ramsey 258,213
 *
Thomas P. Mason 598,760
 *
Richard D. Brannon 292,102
 *
Steven R. Anderson (6)
 1,544,598
 *
Michael K. Grimm  (7)
 110,639
 *
James R. Perry —
 *
Ray W. Washburne (8)
 2,110
 *
All Directors and Executive Officers as a group (13 persons) 375,317,978
 14.0%
*Less than 1%
(1)
The address for Mr. Davis is 5950 Sherry Lane, Dallas, Texas 75225. The address for all other listed beneficial owners is 8111 Westchester Drive, Suite 600, Dallas, Texas 75225.
(2)
Beneficial ownership for the purposes of this table is defined by Rule 13d-3 under the Exchange Act of 1934. Under that rule, a person is generally considered to be the beneficial owner of a security if he has or shares the power to vote or direct the voting thereof or to dispose or direct the disposition thereof or has the right to acquire either of those powers within sixty days. The nature of beneficial ownership for all listed persons is direct with sole investment and disposition power unless otherwise noted. The beneficial ownership of each listed person is based on 2,689,897,793 Common Units outstanding in the aggregate as of February 14, 2020.
(3)
Includes 102,693,765 Common Units held by Kelcy Warren Partners, L.P. and 10,244,429 Common Units held by Kelcy Warren Partners II, L.P., the general partners of which are owned by Mr. Warren. Also includes 96,043,757 Common Units

held by Seven Bridges Holdings, LLC, of which Mr. Warren is a member. Also includes 328,383 Common Units attributable to the interest of Mr. Warren in ET Company Ltd and Three Dawaco, Inc., over which Mr. Warren exercises shared voting and dispositive power with Ray Davis. Also includes 601,076 Common Units held by LE GP, LLC. Mr. Warren may be deemed to own Common Units held by LE GP, LLC due to his ownership of 81.2% of its member interests. The voting and disposition of these Common Units is directly controlled by the board of directors of LE GP, LLC. Mr. Warren disclaims beneficial ownership of Common Units owned by LE GP, LLC other than to the extent of his interest in such entity. Also includes 104,166 Common Units held by Mr. Warren’s spouse.
(4)
Includes 51,701 Common Units held by Avatar Holdings LLC, 1,941,721 Common Units held by Avatar BW, Ltd., 28,203,003 Common Units held by Avatar ETC Stock Holdings LLC, 3,557,757 Common Units held by Avatar Investments LP, 121,117 Common Units held by Avatar Stock Holdings, LP and 1,112,069 Common Units held by RCD Stock Holdings, LLC, all of which entities are owned or controlled by Mr. Davis. Also includes 15,987,283 Common Units held by a remainder trust for Mr. Davis’ spouse and 9,536,054 Common Units held by two trusts for the benefit of Mr. Davis’ grandchildren, for which Mr. Davis serves as trustee. Mr. Davis shares voting and dispositive power with his wife with respect to Common Units held directly. Also includes 328,383 Common Units attributable to ET Company Ltd. Mr. Davis is a former executive officer and director of ETO and is currently a director of the general partner of ET, LE GP, LLC.
(5)
Includes 17,445,608 Common Units held by McReynolds Energy Partners L.P. and 12,142,593 Common Units held by McReynolds Equity Partners L.P., the general partners of which are owned by Mr. McReynolds. Mr. McReynolds disclaims beneficial ownership of Common Units owned by such limited partnerships other than to the extent of his interest in such entities.
(6)
Includes 1,544,558 held by Steven R. Anderson Revocable Trust, for which Mr. Anderson serves as trustee.
(7)
Includes 6,660 Units held by two trusts for the benefit of Mr. Grimm’s children, for which Mr. Grimm serves as trustee.
(8)
Includes 2,090 held by Mr. Washburne’s wife.
In connection with the Parent Company Credit Agreement, ET and certain of its subsidiaries entered into a Pledge and Security Agreement (the “Security Agreement”) with Credit Suisse AG, Cayman Islands Branch, as collateral for this credit facility.agent (the “Collateral Agent”). The Security Agreement secures all of ET’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 ET’s and the other grantors’ tangible and intangible assets.
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
As of December 31, 2016, PennTex had $1062019, our interests in ETO consisted of 100% of the general partner interests and 2,453,230,799 ETO common units.
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 ETO, Sunoco LP and USAC, all of which are limited partnerships engaged in diversified energy-related services, and cash flows from the operations of Lake Charles LNG.
Mr. McCrea and Mr. Ramsey, current directors of LE GP, LLC, our general partner, are also directors and executive officers of ETO’s general partner. In addition, Mr. Warren, our Chief Executive Officer and Chairman of our Board of Directors, is also the Chairman and Chief Executive Officer of ETO’s general partner.
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 ET provides that any matter approved by the Conflicts Committee will be conclusively deemed to be fair and reasonable to ET, approved by all the partners of ET and not a breach by the General Partner or its Board of Directors of any duties they may owe ET 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 ETO 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 ETO on behalf of those subsidiaries. All such amounts have been eliminated in 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 (dollars in millions):
 Years Ended December 31,
 2019 2018
Audit fees (1)
$11.6
 $11.6
Audit-related fees0.1
 0.5
Tax fees (2)
—
 0.1
Total$11.7
 $12.2
(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 control over financial reporting.
(2)
Includes fees in 2018 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. All fees paid or expected to be paid to Grant Thornton LLP for fiscal years 2019 and 2018 were pre-approved by the Audit Committee in accordance with this policy.
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.

PART IV
ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following documents are filed as a part of this Report:
Page
(1) Financial Statements – see Index to Financial Statements
F - 1
(2) Financial Statement Schedules – None
(3) Exhibits – see Index to Exhibits
156


ITEM 16. FORM 10-K SUMMARY
None.

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
Description
2.1
Agreement 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)
2.2
Agreement 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)
2.3
Amendment 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. (incorporated by reference to Exhibit 2.2 of Form 8-K, File No. 1-11727, filed December 21, 2016)
2.4
Contribution Agreement, dated as of January 15, 2018, by and among USA Compression Partners, LP, Energy Transfer Partners, L.P., Energy Transfer Partners GP, L.P., ETC Compression, LLC and, solely for certain purposes therein, Energy Transfer Equity, L.P. (incorporated by reference to Exhibit 2.1 to Form 8-K, File No. 1-32740, filed January 16, 2018)
2.5
Purchase Agreement, dated as of January 15, 2018, by and among USA Compression Holdings, LLC, Energy Transfer Equity, L.P., Energy Transfer Partners, L.L.C. and, solely for certain purposes therein, R/C IV USACP Holdings, L.P. and Energy Transfer Partners, L.P. (incorporated by reference to Exhibit 2.2 to Form 8-K, File No. 1-32740, filed January 16, 2018)
2.6
Agreement and Plan of Merger, dated as of August 1, 2018, by and among LE GP, LLC, Energy Transfer Equity, L.P., Streamline Merger Sub, LLC, Energy Transfer Partners, L.L.C. and Energy Transfer Partners, L.P. (incorporated by reference to Exhibit 2.1 of Form 8-K, File No. 1-32740, filed August 3, 2018)
2.7
Agreement and Plan of Merger, dated as of September 15, 2019, by and among Energy Transfer LP, Nautilus Merger Sub LLC and SemGroup Corporation (incorporated by reference to Exhibit 2.1 to the Form 8-K, File No. 1-32740, filed September 16, 2019)
3.1
Certificate 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)
3.1.1
Certificate of Amendment to Certificate of Limited Partnership of Energy Transfer LP (incorporated by reference to Exhibit 3.1 of Form 8-K, File No. 1-32740, filed October 19, 2018)
3.2
Third 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)
3.3
Amendment 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)
3.4
Amendment 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)
3.5
Amendment 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)
3.6
Amendment 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)
3.7
Amendment No. 5 to the Third Amended and Restated Agreement of Limited Partnership of Energy Transfer Equity, L.P., dated as of March 8, 2016 (incorporated by reference to Exhibit 3.1 of Form 8-K, File No. 1-32740, filed March 9, 2016)
3.8
Amendment No. 6 to the Third Amended and Restated Agreement of Limited Partnership of Energy Transfer Equity, L.P., dated as of October 19, 2018 (incorporated by reference to Exhibit 3.2 of Form 8-K, File No.1-32740, filed October 19, 2018 (incorporated by reference to Exhibit 3.2 of Form 8-K, File No. 1-32740, filed October 19, 2018)

Exhibit
Number
Description
3.9
Amendment No. 7 to the Third Amended and Restated Agreement of Limited Partnership of Energy Transfer LP dated as of August 6, 2019 (incorporated by reference to Exhibit 3.10 of Form 10-Q, File No. 1-32740, filed August 8, 2019)
4.1
Indenture, dated September 20, 2010 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 September 20, 2010)
4.2
First 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 4.2 of Form 8-K, File No. 1-32740, filed September 20, 2010)
4.3
Second 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)
4.4
Second 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)
4.5
Fourth 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)
4.6
Fifth 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)
4.7
Sixth 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)
4.8
Seventh 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)
4.9
Eighth Supplemental Indenture dated October 18, 2017 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 October 18th, 2017)
4.10*
Description of Registrant’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 - Description of common units
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+
Amended and Restated Energy Transfer LP Long-Term Incentive Plan (formerly Amended and Restated Energy Transfer Equity, L.P. Long-Term Incentive Plan) (incorporated by reference to 10.1 of Form 10-K, File No. 1-32740, filed February 23, 2018)
10.3+
Second Amended and Restated Energy Transfer LP 2008 Long-Term Incentive Plan (formerly Second Amended and Restated Energy Transfer Partners, L.P. 2008 Long-Term Incentive Plan) (incorporated by reference to Exhibit 4.1 of Form S-8 filed January 31, 2019)
10.4+
Energy Transfer LP 2011 Long-Term Incentive Plan (formerly Regency Energy Partners LP 2011 Long-Term Incentive Plan) (incorporated by reference to Exhibit 4.2 of Form S-8 filed January 31, 2019)
10.5+
Energy Transfer LP 2015 Long-Term Incentive Plan, as amended and restated (formerly Sunoco Partners LLC Long-Term Incentive Plan, as amended and restated) (incorporated by reference to Exhibit 4.3 of Form S-8 filed January 31, 2019)
10.6+
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)
10.7
Registration 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)
10.8
Registration 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)
10.9*+
LE GP, LLC Amended and Restated Outside Director Compensation Policy
10.10
Registration 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)
10.11
Unitholder 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)

Exhibit
Number
Description
10.12
Letter 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)
10.13
Shared Services Agreement dated as of August 26, 2005, by and between Energy Transfer Equity, L.P. and Energy Transfer Partners, L.P. (incorporated by reference to Exhibit 10.30 of Form S-1/A (333-128097) filed December 20, 2005)
10.14
Second 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)
10.15
Third 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)
10.16
Credit Agreement, dated as of March 24, 2017 among Energy Transfer Equity, L.P., Credit Suisse AG, Cayman Islands Branch, as administrative agent, and the other lenders party thereto (incorporated by reference to Exhibit 10.1 of Form 8-K, File No. 1-32740, filed March 30, 2017)
10.17
Class D Unit Agreement (incorporated by reference to Exhibit 10.1 of Form 8-K, File No. 1-32740, filed December 27, 2013)
10.18+
Retention Agreement, by and among Energy Transfer Equity, L.P. and Thomas P. Mason, dated February 24, 2016 (incorporated by reference to Exhibit 10.21 of Form 10-K, File No. 1-32740, filed February 29, 2016)
10.19
Senior 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)
10.20
Equity Restructuring Agreement, dated as of January 15, 2018, by and among Energy Transfer Equity, L.P., USA Compression Partners, LP and USA Compression GP, LLC. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed January 16, 2018)
10.21
Registration Rights Agreement, dated as of April 2, 2018, by and among Energy Transfer Partners, L.P., Energy Transfer Equity, L.P., USA Compression Partners, LP and USA Compression Holdings, LLC. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed April 3, 2018)
10.22+
Amended and Restated Energy Transfer Partners, L.L.C. Annual Bonus Plan (incorporated by reference to Exhibit 10.2 of Form 10-Q, File No. 1-32740, filed August, 9 2018)
10.23+
Energy Transfer LP Annual Bonus Plan (incorporated by reference to Exhibit 10.23 of Form 10-K, File No. 1-32740, filed February 22, 2019)
10.24
Support Agreement, dated September 15, 2019, between Energy Transfer LP, Nautilus Merger Sub LLC, WP SemGroup Holdco LLC and SemGroup Corporation (incorporated by reference to Exhibit 10.1 of Form 8-K, File No. 1-32740, filed September 15, 2019)
10.25
Term Loan Credit Agreement dated as of October 17, 2019 among Energy Transfer Operating, L.P., Toronto Dominion (Texas) LLC, as Administrative Agent, the other lenders party thereto and the other parties named therein (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed October 18, 2019)
10.26
Guaranty dated as of October 17, 2019 between Sunoco Logistics Partners Operations L.P. and Toronto Dominion (Texas) LLC, as Administrative Agent (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed October 18, 2019)
21.1*
List of Subsidiaries
23.1*
Consent of Grant Thornton LLP related to Energy Transfer LP
31.1*
Certification of Chief 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 Chief 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
101*Interactive data files pursuant to Rule 405 of Regulation S-T: (i) our Consolidated Balance Sheets as of December 31, 2019 and December 31, 2018; (ii) our Consolidated Statements of Operations for the years ended December 31, 2019, 2018 and 2017; (iii) our Consolidated Statements of Comprehensive Income for years ended December 31, 2019, 2018 and 2017; (iv) our Consolidated Statement of Equity for the years ended December 31, 2019, 2018 and 2017; and (v) our Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2018 and 2017
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

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


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 LP
By:LE GP, LLC, its general partner
Date:February 21, 2020By:/s/ A. Troy Sturrock
A. Troy Sturrock
Senior Vice President, Controller and Principal Accounting
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 on the dates indicated:
SignatureTitleDate
/s/    Kelcy L. WarrenChief Executive Officer and Chairman of the BoardFebruary 21, 2020
Kelcy L. Warren(Principal Executive Officer)
/s/    Thomas E. LongChief Financial Officer and DirectorFebruary 21, 2020
Thomas E. Long(Principal Financial Officer)
/s/    John W. McReynoldsSpecial Advisor and DirectorFebruary 21, 2020
John W. McReynolds
/s/    Marshall S. McCrea, IIIPresident, Chief Commercial Officer and DirectorFebruary 21, 2020
Marshall S. McCrea, III
/s/    Matthew S. RamseyChief Operating Officer and DirectorFebruary 21, 2020
Matthew S. Ramsey
/s/    A. Troy SturrockSenior Vice President and ControllerFebruary 21, 2020
A. Troy Sturrock(Principal Accounting Officer)
/s/    Steven R. AndersonDirectorFebruary 21, 2020
Steven R. Anderson
/s/    Richard D. BrannonDirectorFebruary 21, 2020
Richard D. Brannon
/s/    Ray C. DavisDirectorFebruary 21, 2020
Ray C. Davis
/s/    Michael K. GrimmDirectorFebruary 21, 2020
Michael K. Grimm
/s/ James R. PerryDirectorFebruary 21, 2020
James R. Perry
/s/ Ray W. WashburneDirectorFebruary 21, 2020
Ray W. Washburne




INDEX TO FINANCIAL STATEMENTS
Energy Transfer LP and Subsidiaries
Page
Report of Independent Registered Public Accounting Firm
F - 2
Consolidated Balance Sheets
F - 5
Consolidated Statements of Operations
F - 7
Consolidated Statements of Comprehensive Income
F - 8
Consolidated Statements of Equity
F - 9
Consolidated Statements of Cash Flows
F - 10
Notes to Consolidated Financial Statements
F - 12



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors of LE GP, LLC and
Unitholders of Energy Transfer LP
Opinion on the financial statements
We have audited the accompanying consolidated balance sheets of Energy Transfer LP (a Delaware limited partnership) and subsidiaries (the “Partnership”) as of December 31, 2019 and 2018, the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2019, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019, 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) (“PCAOB”), the Partnership’s internal control over financial reporting as of December 31, 2019, 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 21, 2020 expressed an unqualified opinion thereon.
Change in accounting principle
As discussed in Note 2 to the consolidated financial statements, the Partnership has changed its method of accounting for leases due to the adoption of the new leasing standard. The Partnership adopted the new leasing standard by recognizing a cumulative catch-up adjustment to the opening balance sheet as of January 1, 2019.
Basis for opinion
These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on the Partnership’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical audit matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Goodwill Impairment Assessment (Note 2)
Of the $5.2 billion of goodwill on the Partnership’s consolidated balance sheet as of December 31, 2019, approximately $380.0 million is recorded in a reporting unit for which the estimated fair value exceeded the carrying value by less than 20% in the most recent quantitative test. The Partnership engaged third party valuation specialists for the estimation of available borrowing capacitythe fair value of this reporting unit. We identified the estimation of the fair value of the reporting unit as a critical audit matter.

The principal considerations for our determination that the estimation of the fair value of the reporting unit was a critical audit matter are that the extent to which the fair value of the reporting unit exceeds its carrying value is relatively low, the estimate of the future cash flows, including projected growth rates, forecasted costs, discount rates and future market conditions requires a high degree of judgement, and the application of valuation methodologies can be complex.

Our audit procedures related to the estimation of the fair value of the reporting unit included the following procedures, among others. We tested the effectiveness of controls relating to management’s review of the assumptions used to develop the future cash

flows, the reconciliation of cash flows prepared by management to the data used in the third party valuation reports, the discount rates used, and valuation methodologies applied. In addition to testing the effectiveness of controls, we also performed the following:

Compared the actual current results of the relevant reporting unit to the expected performance of that reporting unit based on prior period financial forecasts, as applicable.
Utilized an internal valuation specialist to evaluate:
◦The methodologies used and whether they were acceptable for the underlying assets or operations and being applied correctly by performing independent calculations,
◦The appropriateness of the discount rates by recalculating the weighted average costs of capital, and
◦The qualifications of the third party valuation specialists engaged by the Partnership based on their credentials and experience.
Tested the reasonableness of the projected growth rate and forecasted costs by comparing such items to historical operating results of the relevant reporting unit and by assessing the likelihood or capability of the reporting unit to undertake activities or initiatives underpinning significant drivers of growth in the forecasted period.

SemGroup Acquisition (Note 3)
The Partnership acquired a controlling interest in SemGroup Corporation (“SemGroup”) in December 2019 and the assets acquired and liabilities assumed were required to be estimated and recorded at fair value as of the transaction date, for which the Partnership utilized a third party valuation specialist. We identified the estimation of the fair value of the assets acquired and liabilities assumed in the acquisition of SemGroup as a critical audit matter.

The principal considerations for our determination that the estimation of the fair value of the assets acquired and liabilities assumed in the acquisition of SemGroup was a critical audit matter are that there was a high degree of estimation uncertainty due to significant judgements with respect to the selection of the valuation methodologies applied, the assumptions used to estimate the future revenues and cash flows, including revenue growth rates, forecasted costs, discount rates and future market conditions in the determination of the fair value of the intangible assets acquired, and the estimation of replacement costs of the property, plant and equipment acquired. This required an increased extent of effort when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to the fair value of the assets acquired and liabilities assumed, including the need to involve our fair value specialists.

Our audit procedures responsive to the estimation of the fair value of the assets acquired and liabilities assumed in the acquisition of SemGroup included the following procedures, among others. We tested the effectiveness of controls relating to management’s review of the assumptions used to develop the future revenues and cash flows, the reconciliation of future revenues and cash flows prepared by management to the data used in the third party valuation report, the review of estimated replacement cost of property, plant and equipment as compared to current carrying values, and the valuation methodologies applied. In addition to testing the effectiveness of controls, we also performed the following:

Utilized an internal valuation specialist to evaluate:
◦The methodologies used and whether they were acceptable for the underlying assets or operations and being applied correctly by performing an independent calculation,
◦The appropriateness of the replacement cost of property plant, and equipment, by performing an independent calculation and inspecting the estimated remaining years of service for the underlying assets based on the original acquisition dates and condition of assets,
◦The appropriateness of the discount rate by recalculating the weighted average costs of capital, and
◦The qualifications of the third party valuation specialist engaged by the Partnership based on their credentials and experience.
Tested the revenue growth rates and forecasted costs of SemGroup by comparing such items to the historical operating results of the acquired entity and by assessing the likelihood or capability of the acquired entity to undertake activities or initiatives underpinning significant drivers of growth in the forecasted period.

Environmental Remediation (Note 11)
The Partnership’s operations are subject to extensive federal, tribal, state and local environmental and safety laws and regulations that require expenditures for remediation at current and former facilities. We identified the identification, assessment and estimation of the environmental exposure associated with certain sites of ETC Sunoco Holdings LLC as a critical audit matter.

The principal considerations for our determination that the identification, assessment and estimation of the environmental exposure was a critical audit matter are that there was a high estimation uncertainty due to the complexity of the actuarial methods utilized, the discount rate applied and the potential for changes in the timing and extent of remediation. This required an increased extent

of effort when performing audit procedures, related to identification, assessment and estimation of the environmental exposure, including the need to involve actuarial specialists.

Our audit procedures related to the identification, assessment and estimation of the Partnership’s environmental exposure included the following procedures, among others. We tested the effectiveness of controls relating to the identification and review of the historical claims, payments and reserve data provided to the third party actuary specialist and the reconciliation of that data to that used in the actuary report, and the review of the discount rate and actuarial methods applied. In addition to testing the effectiveness of controls, we performed the following procedures:

Utilized an external actuarial specialist to evaluate:
◦The methodologies used and whether they were acceptable for the underlying operations,
◦The qualifications of the third party actuary specialist engaged by the Partnership based on their credentials and experience.
Evaluated the appropriateness of the discount rate used by comparing it to the historical rate of return from the captive insurance company’s investment portfolio used to fund the underlying liabilities, and
Evaluated the life-to-date payments, reserves, and payment patterns by agreeing the historical claims and payment amounts to the underlying claims or general ledger.
/s/ GRANT THORNTON LLP
We have served as the Partnership’s auditor since 2004.
Dallas, Texas
February 21, 2020


ENERGY TRANSFER LP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in millions)
 December 31,
 2019 2018
ASSETS   
Current assets:   
Cash and cash equivalents$291
 $419
Accounts receivable, net5,038
 4,009
Accounts receivable from related companies159
 111
Inventories1,935
 1,677
Income taxes receivable146
 73
Derivative assets23
 111
Other current assets275
 350
Total current assets7,867
 6,750
    
Property, plant and equipment89,790
 79,776
Accumulated depreciation and depletion(15,597) (12,813)
 74,193
 66,963
    
Advances to and investments in unconsolidated affiliates3,460
 2,642
Lease right-of-use assets, net964
 —
Other non-current assets, net1,075
 1,006
Intangible assets, net6,154
 6,000
Goodwill5,167
 4,885
Total assets$98,880
 $88,246


ENERGY TRANSFER LP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in millions)
 December 31,
 2019 2018
LIABILITIES AND EQUITY   
Current liabilities:   
Accounts payable$4,118
 $3,493
Accounts payable to related companies31
 59
Derivative liabilities147
 185
Operating lease current liabilities60
 —
Accrued and other current liabilities3,342
 2,918
Current maturities of long-term debt26
 2,655
Total current liabilities7,724
 9,310
    
Long-term debt, less current maturities51,028
 43,373
Non-current derivative liabilities273
 104
Non-current operating lease liabilities901
 —
Deferred income taxes3,208
 2,926
Other non-current liabilities1,162
 1,184
    
Commitments and contingencies


 


Redeemable noncontrolling interests739
 499
    
Equity:   
Limited Partners:   
Common Unitholders (2,689,580,631 and 2,619,368,605 units authorized, issued and outstanding as of December 31, 2019 and 2018, respectively)21,842
 20,606
General Partner(4) (5)
Accumulated other comprehensive loss(11) (42)
Total partners’ capital21,827
 20,559
Noncontrolling interests12,018
 10,291
Total equity33,845
 30,850
Total liabilities and equity$98,880
 $88,246


ENERGY TRANSFER LP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in millions, except per unit data)
 Years Ended December 31,
 2019 2018 2017
REVENUES:     
Refined product sales$16,752
 $17,458
 $11,166
Crude sales15,917
 14,425
 10,706
NGL sales8,290
 9,986
 7,781
Gathering, transportation and other fees9,086
 6,797
 4,435
Natural gas sales3,295
 4,452
 4,172
Other873
 969
 2,263
Total revenues54,213
 54,087
 40,523
COSTS AND EXPENSES:     
Cost of products sold39,727
 41,658
 30,966
Operating expenses3,294
 3,089
 2,644
Depreciation, depletion and amortization3,147
 2,859
 2,554
Selling, general and administrative694
 702
 599
Impairment losses74
 431
 1,039
Total costs and expenses46,936
 48,739
 37,802
OPERATING INCOME7,277
 5,348
 2,721
OTHER INCOME (EXPENSE):     
Interest expense, net of interest capitalized(2,331) (2,055) (1,922)
Equity in earnings of unconsolidated affiliates302
 344
 144
Impairment of investments in unconsolidated affiliates—
 —
 (313)
Losses on extinguishments of debt(18) (112) (89)
Gains (losses) on interest rate derivatives(241) 47
 (37)
Other, net105
 62
 206
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAX EXPENSE (BENEFIT)5,094
 3,634
 710
Income tax expense (benefit) from continuing operations195
 4
 (1,833)
INCOME FROM CONTINUING OPERATIONS4,899
 3,630
 2,543
Loss from discontinued operations, net of income taxes—
 (265) (177)
NET INCOME4,899
 3,365
 2,366
Less: Net income attributable to noncontrolling interests1,256
 1,632
 1,412
Less: Net income attributable to redeemable noncontrolling interests51
 39
 —
NET INCOME ATTRIBUTABLE TO PARTNERS3,592
 1,694
 954
ET Series A Convertible Preferred Unitholders’ interest in net income—
 33
 37
General Partner’s interest in net income4
 3
 2
Limited Partners’ interest in net income$3,588
 $1,658
 $915
INCOME FROM CONTINUING OPERATIONS PER LIMITED PARTNER UNIT:     
Basic$1.37
 $1.17
 $0.86
Diluted$1.36
 $1.16
 $0.84
NET INCOME PER LIMITED PARTNER UNIT:     
Basic$1.37
 $1.16
 $0.85
Diluted$1.36
 $1.15
 $0.83

ENERGY TRANSFER LP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in millions)
 Years Ended December 31,
 2019 2018 2017
Net income$4,899
 $3,365
 $2,366
Other comprehensive income (loss), net of tax:     
Change in value of available-for-sale securities11
 (4) 6
Actuarial gain (loss) relating to pension and other postretirement benefits24
 (43) (12)
Foreign currency translation adjustment6
 —
 —
Change in other comprehensive income from unconsolidated affiliates(10) 4
 1
 31
 (43) (5)
Comprehensive income4,930
 3,322
 2,361
Less: Comprehensive income attributable to noncontrolling interests1,256
 1,632
 1,407
Less: Comprehensive income attributable to redeemable noncontrolling interests51
 39
 —
Comprehensive income attributable to partners$3,623
 $1,651
 $954





































ENERGY TRANSFER LP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
(Dollars in millions)
 Series A Convertible Preferred Units 
Common
Unitholders
 
General
Partner
 
Accumulated
Other
Comprehensive
Loss
 
Non-
controlling
Interest
 Total
Balance, December 31, 2016$180
 $(1,871) $(3) $—
 $24,125
 $22,431
Distributions to partners—
 (1,008) (2) —
 —
 (1,010)
Distributions to noncontrolling interests—
 —
 —
 —
 (2,999) (2,999)
Distributions reinvested234
 (234) —
 —
 —
 —
Common units issued for cash—
 568
 —
 —
 —
 568
Subsidiary units issued for cash(1) (55) —
 —
 3,291
 3,235
Capital contributions from noncontrolling interests—
 —
 —
 —
 2,202
 2,202
Sale of Bakken pipeline interest—
 42
 —
 —
 1,958
 2,000
Sale of Rover pipeline interest—
 2
 —
 —
 1,476
 1,478
Acquisition of PennTex noncontrolling interest—
 (2) —
 —
 (278) (280)
Other comprehensive loss, net of tax—
 —
 —
 —
 (5) (5)
Other, net—
 —
 —
 —
 (6) (6)
Net income37
 915
 2
 —
 1,412
 2,366
Balance, December 31, 2017450
 (1,643) (3) —
 31,176
 29,980
Distributions to partners—
 (1,681) (3) —
 —
 (1,684)
Distributions to noncontrolling interests—
 —
 —
 —
 (3,117) (3,117)
Distributions reinvested115
 (115) —
 —
 


 —
Subsidiary units repurchased(7) (119) —
 —
 102
 (24)
Subsidiary units issued—
 1
 —
 —
 923
 924
Energy Transfer Merger—
 21,869
 —
 —
 (21,869) —
Capital contributions from noncontrolling interests—
 —
 —
 —
 649
 649
Cumulative effect adjustment due to change in accounting principle—
 —
 —
 —
 (54) (54)
Acquisition of USAC noncontrolling interest—
 —
 —
 —
 832
 832
ET Series A Convertible Preferred Units conversion(589) 589
 —
 —
 —
 —
Other comprehensive loss, net of tax—
 —
 —
 (43) —
 (43)
Other, net(2) 47
 (2) 1
 17
 61
Net income, excluding amounts attributable to redeemable noncontrolling interests33
 1,658
 3
 —
 1,632
 3,326
Balance, December 31, 2018—
 20,606
 (5) (42) 10,291
 30,850
Distributions to partners—
 (3,051) (3) —
 —
 (3,054)
Distributions to noncontrolling interests—
 —
 —
 —
 (1,597) (1,597)
Common units repurchased—
 (25) —
 —
 —
 (25)
Subsidiary units issued—
 —
 —
 —
 780
 780
Capital contributions from noncontrolling interests—
 —
 —
 —
 348
 348
Sale of noncontrolling interest in subsidiary—
 —
 —
 —
 93
 93
SemGroup Acquisition—
 652
 —
 —
 819
 1,471
Other comprehensive income, net of tax—
 —
 —
 31
 —
 31
Other, net—
 72
 —
 —
 28
 100
Net income, excluding amounts attributable to redeemable noncontrolling interests—
 3,588
 4
 —
 1,256
 4,848
Balance, December 31, 2019$—
 $21,842
 $(4) $(11) $12,018
 $33,845

ENERGY TRANSFER LP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in millions)
 Years Ended December 31,
 2019 2018 2017
OPERATING ACTIVITIES:     
Net income$4,899
 $3,365
 $2,366
Reconciliation of net income to net cash provided by operating activities:     
Loss from discontinued operations—
 265
 177
Depreciation, depletion and amortization3,147
 2,859
 2,554
Deferred income taxes217
 (7) (1,871)
Inventory valuation adjustments(79) 85
 (24)
Non-cash compensation expense113
 105
 99
Impairment losses74
 431
 1,039
Impairment of investments in unconsolidated affiliates—
 —
 313
Losses on extinguishment of debt18
 112
 89
Distributions on unvested awards(38) (38) (35)
Equity in earnings of unconsolidated affiliates(302) (344) (144)
Distributions from unconsolidated affiliates290
 328
 297
Other non-cash182
 56
 (239)
Net change in operating assets and liabilities, net of effects of acquisitions(518) 289
 (192)
Net cash provided by operating activities8,003
 7,506
 4,429
INVESTING ACTIVITIES:     
Cash proceeds from sale of noncontrolling interest in subsidiary93
 —
 —
Cash received in USAC acquisition, net of cash paid—
 461
 —
Cash proceeds from Bakken pipeline transaction—
 —
 2,000
Cash proceeds from Rover pipeline transaction—
 —
 1,478
Cash paid for SemGroup Acquisition, net of cash received(787) —
 —
Cash paid for acquisition of PennTex noncontrolling interest—
 —
 (280)
Cash paid for all other acquisitions(7) (429) (303)
Capital expenditures, excluding allowance for equity funds used during construction(5,960) (7,407) (8,444)
Contributions in aid of construction costs80
 109
 31
Contributions to unconsolidated affiliates(523) (26) (268)
Distributions from unconsolidated affiliates in excess of cumulative earnings98
 69
 135
Proceeds from the sale of assets54
 87
 48
Other18
 61
 (3)
Net cash used in investing activities(6,934) (7,075) (5,606)
      

FINANCING ACTIVITIES:     
Proceeds from borrowings22,583
 29,001
 31,608
Repayments of debt(20,101) (28,948) (31,268)
Repayments of notes payable to related party—
 —
 (255)
Common units issued for cash—
 —
 568
Subsidiary units issued for cash780
 1,402
 3,235
Capital contributions from noncontrolling interests348
 649
 1,214
Distributions to partners(3,054) (1,684) (1,010)
Distributions to noncontrolling interests(1,597) (3,117) (2,961)
Distributions to redeemable noncontrolling interests—
 (24) —
Common units repurchased under buyback program(25) —
 —
Subsidiary units repurchased—
 (24) —
Redemption of preferred units—
 —
 (53)
Debt issuance costs(117) (171) (131)
Other(14) (166) 6
Net cash provided by (used in) financing activities(1,197) (3,082) 953
DISCONTINUED OPERATIONS:     
Operating activities—
 (484) 136
Investing activities—
 3,207
 (38)
Changes in cash included in current assets held for sale—
 11
 (5)
Net increase in cash and cash equivalents of discontinued operations—
 2,734
 93
Increase (decrease) in cash and cash equivalents(128) 83
 (131)
Cash and cash equivalents, beginning of period419
 336
 467
Cash and cash equivalents, end of period$291
 $419
 $336

ENERGY TRANSFER LP 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:
The consolidated financial statements presented herein contain the results of Energy Transfer LP and its subsidiaries (the “Partnership,” “we,” “us,” “our” or “ET”). References to the “Parent Company” mean Energy Transfer LP on a stand-alone basis.
In October 2018, we completed the merger of ETO with a wholly-owned subsidiary of ET in a unit-for-unit exchange (the “Energy Transfer Merger”). In connection with the transaction, the former common unitholders (other than ET and its subsidiaries) received 1.28 common units of ET for each common unit of ETO they owned. Following the closing of the Energy Transfer Merger, Energy Transfer Partners, L.P. was renamed Energy Transfer Operating, L.P. In addition, Energy Transfer Equity, L.P. was renamed Energy Transfer LP, and its common units began trading on the NYSE under the PennTex Revolving Credit Facility.“ET” ticker symbol on Friday, October 19, 2018.
Immediately prior to the closing of the Energy Transfer Merger, the following also occurred:
the IDRs in Energy Transfer Partners, L.P. were converted into 1,168,205,710 common units;
the general partner interest in ETO was converted to a non-economic general partner interest and ETO issued 18,448,341 ETO common units to ETP GP;
ET contributed its 2,263,158 Sunoco LP common units to ETO in exchange for 2,874,275 ETO common units and 100 percent of the limited liability company interests in Sunoco GP LLC, the sole general partner of Sunoco LP, and all of the IDRs in Sunoco LP, to ETO in exchange for 42,812,389 ETO common units;
ET contributed its 12,466,912 common units representing limited partner interests in USAC and 100 percent of the limited liability company interests in USA Compression GP, LLC, the general partner of USAC, to ETO in exchange for 16,134,903 ETO common units; and
ET contributed its 100 percent limited liability company interest in Lake Charles LNG and a 60 percent limited liability company interest in each of Energy Transfer LNG Export, LLC, ET Crude Oil Terminals, LLC and ETC Illinois LLC (collectively, “Lake Charles LNG and Other”) to ETO in exchange for 37,557,815 ETO common units.
Subsequent to the Energy Transfer Merger, substantially all of the Partnership’s cash flows are derived from distributions related to its investment in ETO, whose cash flows are derived from its subsidiaries, including ETO’s investments in Sunoco LP and USAC. 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 ET’s subsidiaries.
Our financial statements reflect the following reportable segments:
•intrastate transportation and storage;
•interstate transportation and storage;
•midstream;
•NGL and refined products transportation and services;
•crude oil transportation and services;
•investment in Sunoco LP;
•investment in USAC; and
•corporate and other, including the following:
activities of the Parent Company; and
certain operations and investments that are not separately reflected as reportable segments.
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 owns and operates intrastate natural gas pipeline systems and storage facilities 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 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.
The Partnership owns a controlling interest in Sunoco LP which is engaged in the wholesale distribution of motor fuels to convenience stores, independent dealers, commercial customers, and distributors, as well as the retail sale of motor fuels and merchandise through Sunoco LP operated convenience stores and retail fuel sites. As of December 31, 2016, the weighted average2019, our interest rate on outstanding borrowings was 2.90%.
in Sunoco LP Term Loanconsisted of 100% of the general partner and IDRs, as well as 28.5 million common units.
In March 2016, Sunoco LP entered intoThe Partnership owns a term loan agreementcontrolling interest in USAC which provides secured financing in an aggregate principal amountcompression services to producers, processors, gatherers and transporters 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 dropdownnatural gas 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.crude oil. As of December 31, 2019, our interest in USAC consisted of 100% of the general partner and 46.1 million common units.
Basis of Presentation. The consolidated financial statements of Energy Transfer LP presented herein for the years ended December 31, 2019, 2018 and 2017, 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.
The consolidated financial statements of ET presented herein include the results of operations of:
the Parent Company;
our controlled subsidiary, Energy Transfer Operating, L.P.; and
Energy Transfer Partners GP, L.P. (“ETP GP”), the general partner of ETO, and Energy Transfer Partners, L.L.C. (“ETP LLC”), the general partner of ETP GP.
For prior periods herein, certain balances have been reclassified to assets and liabilities held for sale and certain revenues and expenses to discontinued operations. These reclassifications had no impact on net income or total equity.
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.
Lease Accounting
In February 2016, the balanceFinancial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), which has amended the FASB Accounting Standards Codification (“ASC”) and introduced Topic 842, Leases. On January 1, 2019, the Partnership has adopted ASC Topic 842 (“Topic 842”), which is effective for interim and annual reporting periods beginning on the term loan was $1.24 billion. In January 2017, Sunoco LP entered into a limited waiveror after December 15, 2018. Topic 842 requires entities to its term loan, under which the agents andrecognize lease assets

lenders party thereto waived and deemed remediedliabilities on the miscalculationsbalance sheet for all leases with a term of more than one year, including operating leases, which historically were not recorded on the balance sheet in accordance with the prior standard.
To adopt Topic 842, the Partnership recognized a cumulative catch-up adjustment to the opening balance sheet as of January 1, 2019 related to certain leases that existed as of that date. As permitted, we have not retrospectively modified our consolidated financial statements for comparative purposes. The adoption of the standard had a material impact on our consolidated balance sheet, but did not have an impact on our consolidated statements of operations, comprehensive income or cash flows. As a result of adoption, we have recorded additional net right-of-use (“ROU”) lease assets and lease liabilities of approximately $888 million and $888 million, respectively, as of January 1, 2019. In addition, we have updated our business processes, systems, and internal controls to support the on-going reporting requirements under the new standard.
To adopt Topic 842, the Partnership elected the package of practical expedients permitted under the transition guidance within the standard. The expedient package allowed us not to reassess whether existing contracts contained a lease, the lease classification of existing leases and initial direct cost for existing leases. In addition to the package of practical expedients, the Partnership has elected not to capitalize amounts pertaining to leases with terms less than twelve months, to use the portfolio approach to determine discount rates, not to separate non-lease components from lease components and not to apply the use of hindsight to the active lease population.
Cumulative-effect adjustments made to the opening balance sheet at January 1, 2019 were as follows:
 Balance at December 31, 2018, as previously reported Adjustments due to Topic 842 (Leases) Balance at January 1, 2019
Assets:     
Property, plant and equipment, net$66,963
 $(1) $66,962
Lease right-of-use assets, net—
 889
 889
Liabilities:     
Operating lease current liabilities$—
 $71
 $71
Accrued and other current liabilities2,918
 (1) 2,917
Current maturities of long-term debt2,655
 1
 2,656
Long-term debt, less current maturities43,373
 6
 43,379
Non-current operating lease liabilities—
 823
 823
Other non-current liabilities1,184
 (12) 1,172
Additional disclosures related to lease accounting are included in Note 13.
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 the 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) included in cash flows from operating activities is comprised as follows:
 Years Ended December 31,
 2019 2018 2017
Accounts receivable$(473) $541
 $(948)
Accounts receivable from related companies(69) 162
 24
Inventories(117) 282
 58
Other current assets117
 7
 38
Other non-current assets, net(78) (92) 84
Accounts payable146
 (766) 712
Accounts payable to related companies(32) (202) (178)
Accrued and other current liabilities(44) 382
 (97)
Other non-current liabilities(186) 28
 106
Derivative assets and liabilities, net218
 (53) 9
Net change in operating assets and liabilities, net of effects of acquisitions$(518) $289
 $(192)

Non-cash investing and financing activities and supplemental cash flow information are as follows:
 Years Ended December 31,
 2019 2018 2017
NON-CASH INVESTING ACTIVITIES:     
Accrued capital expenditures$1,334
 $1,030
 $1,060
Lease assets obtained in exchange for new lease liabilities68
 —
 —
Net losses from subsidiary common unit transactions—
 (126) (56)
NON-CASH FINANCING ACTIVITIES:     
Contribution of assets from noncontrolling interests$—
 $—
 $988
SUPPLEMENTAL CASH FLOW INFORMATION:     
Cash paid for interest, net of interest capitalized$1,932
 $1,870
 $1,914
Cash paid for income taxes31
 508
 50

Accounts Receivable
Our 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.
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 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. 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.
Inventories
Inventories consist principally of natural gas held in storage, NGLs and refined products, crude oil and spare parts, all of which are valued at the lower of cost or net realizable value utilizing the weighted-average cost method.
Inventories consisted of the following:
 December 31,
 2019 2018
Natural gas, NGLs and refined products (1)
$833
 $833
Crude oil654
 506
Spare parts and other448
 338
Total inventories$1,935
 $1,677

(1)
Due to changes in fuel prices, Sunoco LP recorded a write-down on the value of its fuel inventory of $85 million as of December 31, 2018.
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,
 2019 2018
Deposits paid to vendors$95
 $141
Prepaid expenses and other180
 209
Total other current assets$275
 $350

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 2019, USAC recognized a $6 million fixed asset impairment related to certain idle compressor assets. Sunoco LP recognized a $47 million write-down on assets held for sale related to its ethanol plant in Fulton, New York.
In 2018, USAC recognized a $9 million fixed asset impairment related to certain idle compressor assets.

In 2017, the Partnership recorded a $127 million fixed asset impairment related to Sea Robin primarily due to a reduction in expected future cash flows due to an increase during 2017 in insurance costs related to offshore assets.
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 facilities 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,
 2019 2018
Land and improvements$1,264
 $1,168
Buildings and improvements (1 to 45 years)2,632
 2,664
Pipelines and equipment (5 to 83 years)64,678
 58,783
Product storage and related facilities (2 to 83 years)5,898
 4,978
Right of way (20 to 83 years)4,859
 4,533
Other (1 to 48 years)1,964
 1,583
Construction work-in-process8,495
 6,067
 89,790
 79,776
Less – Accumulated depreciation and depletion(15,597) (12,813)
Property, plant and equipment, net$74,193
 $66,963

We recognized the following amounts for the periods presented:
 Years Ended December 31,
 2019 2018 2017
Depreciation, depletion and amortization expense$2,839
 $2,538
 $2,204
Capitalized interest166
 294
 286

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. An impairment of an investment in an unconsolidated affiliate is recognized when circumstances indicate that a decline in the investment value is other than temporary.
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,
 2019 2018
Regulatory assets$42
 $43
Pension assets84
 68
Deferred charges178
 173
Restricted funds178
 178
Other593
 544
Total other non-current assets, net$1,075
 $1,006

Restricted funds include an immaterial amount of restricted cash primarily 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, 2019 December 31, 2018
 
Gross Carrying
Amount
 
Accumulated
Amortization
 
Gross Carrying
Amount
 
Accumulated
Amortization
Amortizable intangible assets:       
Customer relationships, contracts and agreements (3 to 46 years)$7,535
 $(1,743) $7,106
 $(1,493)
Patents (10 years)48
 (35) 48
 (30)
Trade names (20 years)66
 (31) 66
 (28)
Other (5 to 20 years)19
 (12) 33
 (9)
Total amortizable intangible assets7,668
 (1,821) 7,253
 (1,560)
Non-amortizable intangible assets:       
Trademarks295
 —
 295
 —
Other12
 —
 12
 —
Total non-amortizable intangible assets307
 —
 307
 —
Total intangible assets$7,975
 $(1,821) $7,560
 $(1,560)

Aggregate amortization expense of intangible assets was as follows:
 Years Ended December 31,
 2019 2018 2017
Reported in depreciation, depletion and amortization expense$308
 $321
 $344

Estimated aggregate amortization expense of intangible assets for the next five years was as follows:
Years Ending December 31: 
2020$394
2021390
2022360
2023320
2024307

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.
Sunoco LP performed impairment tests on its indefinite-lived intangible assets during the fourth quarter of 2018 and recognized a $30 million impairment charge on its contractual rights primarily due to decreases in projected future revenues and cash flows from the date the intangible assets were originally recorded.
Sunoco LP performed impairment tests on its indefinite-lived intangible assets during the fourth quarter of 2017 and recognized a total of $17 million in impairment charges on their contractual rights and liquor licenses primarily due to decreases in projected future revenues and cash flows from the date the intangible assets were originally recorded.

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 NGL and Refined Products Transportation and Services Crude Oil Transportation and Services Investment in Sunoco LP Investment in USAC All Other Total
Balance, December 31, 2017$10
 $196
 $870
 $693
 $1,167
 $1,430
 $—
 $402
 $4,768
Acquired—
 —
 —
 —
 —
 129
 366
 —
 495
CDM Contribution—
 —
 —
 —
 —
 —
 253
 (253) —
Impaired—
 —
 (378) —
 —
 —
 —
 —
 (378)
Other—
 —
 —
 —
 —
 —
 —
 —
 —
Balance, December 31, 201810
 196
 492
 693
 1,167
 1,559
 619
 149
 4,885
Acquired—
 42
 —
 —
 230
 —
 —
 35
 307
Impaired—
 (12) (9) —
 —
 —
 —
 —
 (21)
Other—
 —
 —
 —
 —
 (4) —
 —
 (4)
Balance, December 31, 2019$10
 $226
 $483
 $693
 $1,397
 $1,555
 $619
 $184
 $5,167

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 2019, $265 million goodwill was recorded in conjunction with the acquisition of SemGroup.
During the third quarter of 2019, the Partnership recognized a goodwill impairment of $12 million related to the Southwest Gas operations within the interstate segment primarily due to decreases in projected future revenues and cash flows. During the fourth quarter of 2019, the Partnership recognized a goodwill impairment of $9 million related to our North Central operations within the midstream segment primarily due to changes in assumptions related to projected future revenues and cash flows.
During the fourth quarter of 2018, the Partnership recognized goodwill impairments of $378 million related to our Northeast operations within the midstream segment primarily due to changes in assumptions related to projected future revenues and cash flows from the dates the goodwill was originally recorded. These changes in assumptions reflect delays in the construction of third-party takeaway capacity in the Northeast.
During the fourth quarter of 2017, the Partnership recognized goodwill impairments of $262 million in the interstate transportation and storage segment, $79 million in the NGL and refined products transportation and services segment and $452 million in the all other segment primarily due to changes in assumptions related to projected future revenues and cash flows from the dates the goodwill was originally recorded. Sunoco LP recognized goodwill impairments of $387 million, of which $102 million was allocated to continuing operations,primarily due to changes in assumptions related to projected future revenues and cash flows from the dates the goodwill was originally recorded.
In connection with aforementioned impairments, 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.
Management does not believe that any of the goodwill balances in its reporting units is currently at significant risk of impairment; however, of the $5.17 billion of goodwill on the Partnership’s consolidated balance sheet as of December 31, 2019, approximately $380 million is recorded in reporting units for which the estimated fair value exceeded the carrying value by less than 20% in the most recent quantitative test.
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 ARO in the periods in which management can reasonably estimate the settlement dates.
Except for certain amounts discussed below, management was not able to reasonably measure the fair value of AROs as of December 31, 2019 and 2018, 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. ETC Sunoco has legal AROs 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, ETC Sunoco is legally or contractually required to abandon in place or remove the asset. We believe we may have additional AROs related to ETC Sunoco’s pipeline assets and storage tanks, for which it is not possible to estimate whether or when the AROs will be settled. Consequently, these AROs cannot be measured at this time. Sunoco LP has AROs related to the estimated future cost to remove underground storage tanks.
As of December 31, 2019 and 2018, other non-current liabilities in the Partnership’s consolidated balance sheets included AROs of $247 million and $193 million, respectively. For the years ended December 31, 2019, 2018 and 2017 aggregate accretion expense related to AROs was $5 million, $13 million and $9 million, respectively.
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.
Other non-current assets on the Partnership’s consolidated balance sheet included $31 million and $26 million of legally restricted funds for the purpose of settling AROs as of December 31, 2019 and 2018, respectively.

Accrued and Other Current Liabilities
Accrued and other current liabilities consisted of the following:
 December 31,
 2019 2018
Interest payable$579
 $571
Customer advances and deposits123
 128
Accrued capital expenditures1,334
 1,030
Accrued wages and benefits217
 283
Taxes payable other than income taxes263
 256
Exchanges payable67
 112
Other759
 538
Total accrued and other current liabilities$3,342
 $2,918

Deposits or advances are received from our customers as prepayments for natural gas deliveries in the following month. Prepayments and security deposits may be required when customers exceed their credit limits or do not qualify for open credit.
Redeemable Noncontrolling Interests
Our redeemable noncontrolling interests relate to certain preferred unitholders of one of our consolidated subsidiaries that have the option to convert their preferred units to such subsidiary’s common units at the election of the holders and the noncontrolling interest holders in one of our consolidated subsidiaries that have the option to sell their interests to us. In accordance with applicable accounting guidance, the noncontrolling interest is excluded from total equity and reflected as redeemable noncontrolling interests on our consolidated balance sheet. See Note 7 for further information.
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, 2019 was $54.79 billion and $51.05 billion, respectively. As of December 31, 2018, the aggregate fair value and carrying amount of our debt obligations was $45.06 billion and $46.03 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. During the year ended December 31, 2019, 0 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, 2019 and 2018 based on inputs used to derive their fair values:
 Fair Value Total Fair Value Measurements at December 31, 2019
 Level 1 Level 2
Assets:     
Commodity derivatives:     
Natural Gas:     
Basis Swaps IFERC/NYMEX$17
 $17
 $—
Swing Swaps IFERC1
 —
 1
Fixed Swaps/Futures65
 65
 —
Forward Physical Contracts3
 —
 3
Power:     
Forwards11
 —
 11
Futures4
 4
 —
Options – Puts1
 1
 —
Options – Calls1
 1
 —
NGLs – Forwards/Swaps260
 260
 —
Refined Products – Futures8
 8
 —
Crude – Forwards/Swaps13
 13
 —
Total commodity derivatives384
 369
 15
Other non-current assets31
 20
 11
Total assets$415
 $389
 $26
Liabilities:     
Interest rate derivatives$(399) $—
 $(399)
Commodity derivatives:     
Natural Gas:     
Basis Swaps IFERC/NYMEX(49) (49) —
Swing Swaps IFERC(1) —
 (1)
Fixed Swaps/Futures(43) (43) —
Power:     
Forwards(5) —
 (5)
Futures(3) (3) —
NGLs – Forwards/Swaps(278) (278) —
Refined Products – Futures(10) (10) —
Total commodity derivatives(389) (383) (6)
Total liabilities$(788) $(383) $(405)

 Fair Value Total Fair Value Measurements at December 31, 2018
 Level 1 Level 2
Assets:     
Commodity derivatives:     
Natural Gas:     
Basis Swaps IFERC/NYMEX$42
 $42
 $—
Swing Swaps IFERC52
 8
 44
Fixed Swaps/Futures97
 97
 —
Forward Physical Contracts20
 —
 20
Power:     
Power – Forwards48
 —
 48
Futures1
 1
 —
Options – Calls1
 1
 —
NGLs – Forwards/Swaps291
 291
 —
Refined Products – Futures7
 7
 —
Crude - Forwards/Swaps1
 1
 —
Total commodity derivatives560
 448
 112
Other non-current assets26
 17
 9
Total assets$586
 $465
 $121
Liabilities:     
Interest rate derivatives$(163) $—
 $(163)
Commodity derivatives:     
Natural Gas:     
Basis Swaps IFERC/NYMEX(91) (91) —
Swing Swaps IFERC(40) —
 (40)
Fixed Swaps/Futures(88) (88) —
Forward Physical Contracts(21) —
 (21)
Power:     
Forwards(42) —
 (42)
Futures(1) (1) —
NGLs – Forwards/Swaps(224) (224) —
Refined Products – Futures(15) (15) —
Crude - Forwards/Swaps(61) (61) —
Total commodity derivatives(583) (480) (103)
Total liabilities$(746) $(480) $(266)

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
Cost 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. Excise taxes collected by Sunoco LP’s leverage ratioretail locations where Sunoco LP holds the inventory were $386 million, $370 million and $234 million for the years ended December 31, 2019, 2018 and 2017, respectively.
Issuances of Subsidiary Units
We record changes in our ownership interest of our subsidiaries as set forthequity 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 interests are adjusted as a change in partners’ capital.
Income Taxes
ET 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 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 Internal Revenue Service (“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, ET would be taxed as a corporation for federal and state income tax purposes. For the years ended December 31, 2019, 2018 and 2017, 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, Inland Corporation, Sunoco Property Company LLC and Aloha. 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.
In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. The amendments in this update improve the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its previously delivered compliance certificatesfinancial statements. In addition, the amendments in this update make certain targeted improvements to simplify the application of the hedge accounting guidance in current GAAP. The Partnership adopted the new rules in the first quarter of 2019, and the resulting failureadoption of the new accounting rules did not have a material impact on the consolidated financial statements and related disclosures.
Non-Cash 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 the underlying 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 the underlying 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
The Partnership recognizes 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. Changes in the funded status of the plan are recorded 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.

3.
ACQUISITIONS, DIVESTITURES AND RELATED TRANSACTIONS:
2019 and 2020 Transactions
SemGroup Acquisition andET Contribution of SemGroup Assets to pay incrementalETO
On December 5, 2019, ET completed the acquisition of SemGroup pursuant to the terms of the Agreement and Plan of Merger, dated as of September 15, 2019 (the “Merger Agreement”). Under the terms of the Merger Agreement, a wholly owned subsidiary of ET merged with and into SemGroup (the “SemGroup Transaction”), with SemGroup surviving the Merger. At the effective time of the SemGroup Transaction on December 5, 2019, each share of class A common stock, par value $0.01 per share, of SemGroup issued and outstanding immediately prior to the effective time was converted into the right to receive (i) $6.80 in cash, without interest, owed underand (ii) 0.7275 ET Common Units representing limited partner interests in ET. Each share of Series A Cumulative Perpetual Convertible Preferred Stock, par value $0.01 per share, of SemGroup that was issued and outstanding as of immediately prior to the term loan.effective time was redeemed by SemGroup for cash at a price per share equal to 101% of the liquidation preference.
During the first quarter of 2020, ET contributed certain SemGroup assets to ETO through sale and contribution transactions.
Sunoco LP Credit Facility
Sunoco LP maintains a $1.50 billion revolving credit agreement, which was amended in April 2015 from the initially committed amount of $1.25 billion and matures in September 2019. As of December 31, 2016,2019, the Sunoco LP Credit Facility had $1.00$162 million outstanding borrowings and $8 million in standby letters of credit. The amount available for future borrowings was at December 31, 2019 was $1.33 billion. The weighted average interest rate on the total amount outstanding as of December 31, 2019 was 3.75%.

USAC Credit Facility
As of December 31, 2019, USAC had $403 million of outstanding borrowings and no outstanding letters of credit under the credit agreement. As of December 31, 2019, USAC had $1.20 billion of availability under its credit facility. The weighted average interest rate on the total amount outstanding borrowings. In January 2017, Sunoco LP entered intoas of December 31, 2019 was 4.31%.
SemCAMS Credit Facilities
SemCAMS is party to a limited waiver to itscredit agreement providing for a C$350 million (US$270 million at theDecember 31, 2019exchange rate) senior secured term loan facility, a C$$525 million (US$404 million at the December 31, 2019 exchange rate) senior secured revolving credit facility, under whichand a C$300 million (US$231 million at the agentsDecember 31, 2019 exchange rate) senior secured construction loan facility (the “KAPS Facility”). The term loan facility 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.facility mature on February 25, 2024. The KAPS Facility matures on June 13, 2024. SemCAMS may incur additional term loans and revolving commitments in an aggregate amount not to exceed C$250 million (US$193 million at the December 31, 2019 exchange rate), subject to receiving commitments for such additional term loans or revolving commitments from either new lenders or increased commitments from existing lenders.
Covenants Related to Our Credit Agreements
Covenants Related to the Parent Company
The Term Loan Facility and ETEET Revolving Credit Facility containpreviously contained 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. Both facilities have been paid off and terminated.
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 ETPETO
The agreements relating to the ETPETO 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 ETPETO Credit Facility containsFacilities contain 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 ETO Credit Facilities) during certain Defaults (as defined in the ETO Credit Facilities) and during any Event of Default (as defined in the ETO Credit Facilities);
•
engage in business substantially different in nature than the business currently conducted by the Partnership and its subsidiaries;
•
engage in transactions with affiliates; and
•
enter into restrictive agreements.
The ETO Credit Facilities applicable margin and rate used in connection with the interest rates and commitment fees, respectively, are based on the credit ratings assigned to our senior, unsecured, non-credit enhanced long-term debt. The applicable margin for eurodollar rate loans under the ETO Five-Year Facility ranges from 1.125% to 2.000% and the applicable margin for base rate loans ranges from 0.125% to 1.000%. The applicable rate for commitment fees under the ETO Five-Year Facility ranges from 0.125% to 0.300%.  The applicable margin for eurodollar rate loans under the ETO 364-Day Facility ranges from 1.250% to 1.750% and the applicable margin for base rate loans ranges from 0.250% to 0.750%. The applicable rate for commitment fees under the ETO 364-Day Facility ranges from 0.125% to 0.225%.
incur indebtedness;
grant liens;
enter into mergers;
disposeThe ETO Credit Facilities contain various covenants including limitations on the creation of assets;
make certain investments;
make Distributions (as defined in the ETP Credit Facility) during certain Defaults (as defined in the ETP Credit Facility)indebtedness 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 Partnershipliens, and its subsidiaries;
engage in transactions with affiliates; and
enter into restrictive agreements.
The credit agreement relatingrelated to the ETPoperation and conduct of our business. The ETO Credit FacilityFacilities also containslimit us, on a financial covenant that provides that the Leverage Ratio,rolling four quarter basis, to a maximum Consolidated Funded Indebtedness to Consolidated EBITDA ratio, as defined in the ETP Credit Facility, shall not exceedunderlying credit agreements, of 5.0 to 1, as of the end of each quarter, with a permitted increasewhich can generally be increased to 5.5 to 1 during a Specified Acquisition Period,Period. Our Leverage Ratio was 4.04 to 1 at December 31, 2019, as definedcalculated in accordance with the ETP Credit Facility.credit agreements.

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’Partnership’s or our subsidiaries’ ability to incur additional debt and/or our ability to pay distributions.distributions to Unitholders.
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 and restrictions on mergers and on the sales of assets, capitalization requirements, dividend restrictions, cross default and cross-acceleration and prepayment of debt provisions.assets. A breach of any of these covenants could result in acceleration of Panhandle’s debt and other financial obligations and that of its subsidiaries.debt.
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 containFacility contains various customary representations, warranties, covenants and events of default, including a change of control event of default, as defined therein. The Sunoco LPLP’s Credit Facilities  requireFacility requires Sunoco LP to maintain a leverage ratio (as defined therein)Net Leverage Ratio of not more than (a)5.5 to 1. The maximum Net Leverage Ratio is subject to upwards adjustment of not more than 6.0 to 1 for a period not to exceed three fiscal quarters in the event Sunoco LP engages in certain specified acquisitions of not less than $50 million (as permitted under Sunoco LP’s Credit Facility agreement). The Sunoco LP Credit Facility also requires Sunoco LP to maintain an Interest Coverage Ratio (as defined in the Sunoco LP’s Credit Facility agreement) of not less than 2.25 to 1.
Covenants Related to USAC
The USAC Credit Facility contains covenants that limit (subject to certain exceptions) USAC’s ability to, among other things:
•
grant liens;
•
make certain loans or investments;
•
incur additional indebtedness or guarantee other indebtedness;
•
merge or consolidate;
•
sell our assets; or
•
make certain acquisitions.
The credit facility is also subject to the following financial covenants, including covenants requiring us to maintain:
•
a minimum EBITDA to interest coverage ratio of 2.5 to 1.0, determined as of the last day of each fiscal quarter; and
a maximum funded debt to EBITDA ratio, determined as of the last day of each fiscal quarter, for the annualized trailing three months of (i) 5.5 to 1 through the end of the fiscal quarter ending December 31, 2017, 6.752019 and (ii) 5.0 to 1.0 (b) asthereafter, in each case subject to a provision for increases to such thresholds by 0.50 in connection with certain future acquisitions for the six consecutive month period following the period in which any such acquisition occurs.
Covenants Related to the HFOTCO Tax Exempt Notes
The indentures covering HFOTCO's tax exempt notes due 2050 ("IKE Bonds") include customary representations and warranties and affirmative and negative covenants. Such covenants include limitations on the creation of March 31, 2018, 6.5new liens, indebtedness, making of certain restricted payments and payments on indebtedness, making certain dispositions, making material changes in business activities, making fundamental changes including liquidations, mergers or consolidations, making certain investments, entering into certain transactions with affiliates, making amendments to 1.0, (c) ascertain credit or organizational agreements, modifying the fiscal year, creating or dealing with hazardous materials in certain ways, entering into certain hedging arrangements, entering into certain restrictive agreements, funding or engaging in sanctioned activities, taking actions or causing the trustee to take actions that materially adversely affect the rights, interests, remedies or security of June 30, 2018, 6.25the bondholders, taking actions to 1.0, (d) asremove the trustee, making certain amendments to the bond documents, and taking actions or omitting to take actions that adversely impact the tax exempt status of September 30, 2018, 6.0the IKE Bonds.

Compliance with our Covenants
We and our subsidiaries were in compliance with all requirements, tests, limitations, and covenants related to 1.0, (e)our debt agreements as of December 31, 2019.
Contractual Obligations
The following table summarizes our long-term debt and other contractual obligations as of December 31, 2019:
  Payments Due by Period
Contractual Obligations Total Less Than 1 Year 1-3 Years 3-5 Years More Than 5 Years
Long-term debt $51,329
 $3,086
 $7,204
 $13,673
 $27,366
Interest on long-term debt(1)
 41,196
 2,545
 4,958
 4,306
 29,387
Payments on derivatives 401
 150
 251
 —
 —
Purchase commitments(2)
 2,133
 2,053
 57
 7
 16
Transportation, natural gas storage and fractionation contracts 16
 5
 6
 5
 —
Operating lease obligations 1,548
 98
 166
 140
 1,144
Service concession arrangement(3)
 379
 15
 30
 32
 302
Other(4)
 190
 25
 48
 40
 77
Total(5)
 $97,192
 $7,977
 $12,720
 $18,203
 $58,292
(1)
Interest payments on long-term debt are based on the principal amount of debt obligations as of December 31, 2019. With respect to variable rate debt, the interest payments were estimated using the interest rate as of December 31, 2019. To the extent interest rates change, our contractual obligations 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, 2019 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)
Includes minimum guaranteed payments under service concession arrangements with New Jersey Turnpike Authority and New York Thruway Authority.
(4)
Expected contributions to fund our pension and postretirement benefit plans were included in “Other” above. Environmental liabilities, AROs, unrecognized tax benefits, contingency accruals and deferred revenue, which were included in “Other non-current liabilities” in our consolidated balance sheets were excluded from the table above as the amounts do not represent contractual obligations or, in some cases, the amount and/or timing of the cash payments is uncertain.
(5)
Excludes net non-current deferred tax liabilities of $3.21 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 and paid are as follows:
Quarter Ended            Record Date  Payment Date  Rate
December 31, 2016 (1)
 February 7, 2017 February 21, 2017 $0.2850
March 31, 2017 May 10, 2017 May 19, 2017 0.2850
June 30, 2017 August 7, 2017 August 21, 2017 0.2850
September 30, 2017 November 7, 2017 November 20, 2017 0.2950
December 31, 2017 February 8, 2018 February 20, 2018 0.3050
March 31, 2018 May 7, 2018 May 21, 2018 0.3050
June 30, 2018 August 6, 2018 August 20, 2018 0.3050
September 30, 2018 November 8, 2018 November 19, 2018 0.3050
December 31, 2018 February 8, 2019 February 19, 2019 0.3050
March 31, 2019 May 7, 2019 May 20, 2019 0.3050
June 30, 2019 August 6, 2019 August 19, 2019 0.3050
September 30, 2019 November 5, 2019 November 19, 2019 0.3050
December 31, 2019 February 7, 2020 February 19, 2020 0.3050
(1)
Certain common unitholders elected to participate in a plan pursuant to which those unitholders elected to forego their cash distributions on all or a portion of their common units for a period of up to nine quarters commencing with the distribution for the quarter ended March 31, 2016 and, in lieu of receiving cash distributions on these common units for each such quarter, each said unitholder received ET Series A Convertible Preferred 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 unit. See Note 8 to the Partnership’s consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data.”
Our distributions declared and paid with respect to ET Series A Convertible Preferred Unit were as follows:
Quarter Ended          Record Date Payment Date  Rate
December 31, 2016 February 7, 2017 February 21, 2017 $0.1100
March 31, 2017 May 10, 2017 May 19, 2017 0.1100
June 30, 2017 August 7, 2017 August 21, 2017 0.1100
September 30, 2017 November 7, 2017 November 20, 2017 0.1100
December 31, 2017 February 8, 2018 February 20, 2018 0.1100
March 31, 2018 May 7, 2018 May 21, 2018 0.1100
The total amounts of distributions declared and paid 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,
 2019 
2018 (1)
 2017
Limited Partners$3,221
 $2,215
 $1,022
General Partner interest4
 3
 3
Total Parent Company distributions$3,225
 $2,218
 $1,025
(1)
Include distributions declared by Energy Transfer LP for periods subsequent to the Energy Transfer Merger.

The total amounts of distributions declared and paid during the periods presented prior to the closing of the Energy Transfer Merger as discussed in Note 1 (all from Available Cash from ETO’s operating surplus and are shown in the period to which they relate) are as follows:
 Years Ended December 31,
 2018 2017
Common Units held by public$1,286
 $2,435
Common Units held by ET31
 61
General Partner interest and IDRs900
 1,654
IDR relinquishments (1)
(84) (656)
Series A Preferred Units59
 15
Series B Preferred Units36
 9
Series C Preferred Units (2)
23
 —
Series D Preferred Units (2)
15
 —
Total distributions declared to partners$2,266
 $3,518
(1)
Net of Class I unit distributions
(2)
Distributions reflect prorated distributions for the year ended December 31, 2018.
Cash Distributions Paid by Subsidiaries
Certain of our subsidiaries 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.
ETO Preferred Unit Distributions
Distributions on the ETO’s Series A, Series B, Series C, Series D and Series E preferred units declared and/or paid by ETO were as follows:
Period Ended Record Date Payment Date 
Series A (1)
 
Series B (1)
 Series C Series D Series E 
December 31, 2017 February 1, 2018 February 15, 2018 $15.4510
* 
$16.3780
* 
$—
 $—
 $—
 
June 30, 2018 August 1, 2018 August 15, 2018 31.2500
 33.1250
 0.5634
* 
—
 —
 
September 30, 2018 November 1, 2018 November 15, 2018 —
 —
 0.4609
 0.5931
* 
—
 
December 31, 2018 February 1, 2019 February 15, 2019 31.2500
 33.1250
 0.4609
 0.4766
 —
 
March 31, 2019 May 1, 2019 May 15, 2019 —
 —
 0.4609
 0.4766
 —
 
June 30, 2019 August 1, 2019 August 15, 2019 31.2500
 33.1250
 0.4609
 0.4766
 0.5806
* 
September 30, 2019 November 1, 2019 November 15, 2019 —
 —
 0.4609
 0.4766
 0.4750
 
December 31, 2019 February 3, 2020 February 18, 2020 31.2500
 33.1250
 0.4609
 0.4766
 0.4750
 
*
Represent prorated initial distributions. Prorated initial distributions on the recently issued ETO Series F Preferred Units and ETO Series G Preferred Units will be payable in May 2020.
(1)    ETO Series A Preferred Units and ETO Series B Preferred Unit distributions are paid on a semi-annual basis.

Sunoco LP Cash Distributions
The following table illustrates the percentage allocations of available cash from operating surplus between Sunoco LP’s common unitholders and the holder of its IDRs based on the specified target distribution levels, after the payment of distributions to Class C unitholders. The amounts set forth under “marginal percentage interest in distributions” are the percentage interests of the IDR holder and the common unitholders in any available cash from operating surplus which Sunoco LP distributes up to and including the corresponding amount in the column “total quarterly distribution per unit target amount.” The percentage interests shown for common unitholders and IDR holder for the minimum quarterly distribution are also applicable to quarterly distribution amounts that are less than the minimum quarterly distribution.
    Marginal Percentage Interest in Distributions
  Total Quarterly Distribution Target Amount Common Unitholders Holder of IDRs
Minimum Quarterly Distribution  $0.4375 100% —%
First Target Distribution $0.4375 to $0.503125 100% —%
Second Target Distribution $0.503125 to $0.546875 85% 15%
Third Target Distribution $0.546875 to $0.656250 75% 25%
Thereafter Above $0.656250 50% 50%
Distributions on Sunoco LP’s units declared and/or paid by Sunoco LP were as follows:
Quarter Ended Record Date Payment Date Rate
December 31, 2016 February 13, 2017 February 21, 2017 $0.8255
March 31, 2017 May 9, 2017 May 16, 2017 0.8255
June 30, 2017 August 7, 2017 August 15, 2017 0.8255
September 30, 2017 November 7, 2017 November 14, 2017 0.8255
December 31, 2017 February 6, 2018 February 14, 2018 0.8255
March 31, 2018 May 7, 2018 May 15, 2018 0.8255
June 30, 2018 August 7, 2018 August 15, 2018 0.8255
September 30, 2018 November 6, 2018 November 14, 2018 0.8255
December 31, 2018 February 6, 2019 February 14, 2019 0.8255
March 31, 2019 May 7, 2019 May 15, 2019 0.8255
June 30, 2019 August 6, 2019 August 14, 2019 0.8255
September 30, 2019 November 5, 2019 November 19, 2019 0.8255
December 31, 2019 February 7, 2020 February 19, 2020 0.8255
The total amount of distributions to the Partnership from Sunoco LP for the periods presented below is as follows:
 Years Ended December 31,
 2019 2018 2017
Distributions from Sunoco LP     
Limited Partner interests$94
 $94
 $150
General Partner interest and IDRs70
 70
 85
Series A Preferred—
 2
 23
Total distributions from Sunoco LP$164
 $166
 $258
USAC Cash Distributions
Subsequent to the Energy Transfer Merger and USAC Transactions described in Note 1 and Note 3, respectively, ETO owned approximately 39.7 million USAC common units and 6.4 million USAC Class B units. Subsequent to the conversion of the USAC

Class B Units to USAC common units on July 30, 2019, ETO owns approximately 46.1 million USAC common units. As of December 31, 2019, USAC had approximately 96.6 million common units outstanding. USAC currently has a non-economic general partner interest and no outstanding IDRs.
Distributions on USAC’s units declared and/or paid by USAC subsequent to the USAC transaction on April 2, 2018 5.75were as follows:
Quarter Ended Record Date Payment Date Rate
March 31, 2018 May 1, 2018 May 11, 2018 $0.5250
June 30, 2018 July 30, 2018 August 10, 2018 0.5250
September 30, 2018 October 29, 2018 November 09, 2018 0.5250
December 31, 2018 January 28, 2019 February 8, 2019 0.5250
March 31, 2019 April 29, 2019 May 10, 2019 0.5250
June 30, 2019 July 29, 2019 August 9, 2019 0.5250
September 30, 2019 October 28, 2019 November 8, 2019 0.5250
December 31, 2019 January 27, 2020 February 7, 2020 0.5250
The total amount of distributions to 1.0the Partnership from USAC for the periods presented below is as follows:
 Years Ended December 31,
 2019 2018 2017
Distributions from USAC     
Limited Partner interests$90
 $73
 $—
Total distributions from USAC$90
 $73
 $—
Estimates and (f) thereafter, 5.5Critical 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 1.0 (inthe 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 segments 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, 2019 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.
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. Excess fuel retained after consumption 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.
Lake Charles LNG’s revenues from storage and re-gasification of natural gas are based on capacity reservation charges and, to a lesser extent, commodity usage charges. Reservation revenues are based on contracted rates and capacity reserved by the customers and recognized monthly. Revenues from commodity usage charges are also recognized monthly and represent the recovery of electric power charges at Lake Charles LNG’s terminal.
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 segment 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. Our midstream segment also generates revenues from the sale of residue gas and NGLs at the tailgate of our processing facilities primarily to affiliates and some third-party customers.
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, and (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. 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.
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.
We have a risk management policy that provides for oversight over our marketing activities. These activities are monitored independently by our risk management function and must take place within predefined limits and authorizations. As a result of our 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. We attempt 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 our risk management policy.
We inject and hold 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. 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 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 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, 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, either through mark-to-market or the physical withdrawal of natural gas.
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.
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.
Investment in Sunoco LP
Sunoco LP’s revenues from motor fuel are recognized either at the time fuel is delivered to the customer or at the time of sale. Shipment and delivery of motor fuel generally occurs on the same day. Sunoco LP charges 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 customers on a commission agent basis, in which Sunoco LP retains title to inventory, controls access to and sale of fuel inventory, and recognizes revenue at the time the fuel is sold to the ultimate customer. In Sunoco LP’s fuel distribution and marketing operations, Sunoco LP derives other income from rental income, propane and lubricating oils, and other ancillary product and service offerings. In Sunoco LP’s other operations, Sunoco LP derives other income from merchandise, 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 from other retail transactions on a net commission basis when a product is sold and/or services are rendered.
Investment in USAC
USAC’s revenue from contracted compression, station, gas treating and maintenance services is recognized ratably under its fixed-fee contracts over the term of the contract as services are provided to its customers. Initial contract terms typically range from six months to five years. However, USAC usually continues to provide compression services at a specific location beyond the initial contract term, either through contract renewal or on a month-to-month or longer basis. USAC primarily enters into fixed-fee contracts whereby its customers are required to pay its monthly fee even during periods of limited or disrupted throughput. Services are generally billed monthly, one month in advance of the commencement of the service month, except for certain customers who are billed at the beginning of the service month, and payment is generally due 30 days after receipt of the invoice. Amounts invoiced in advance are recorded as deferred revenue until earned, at which time they are recognized as revenue.  The amount of consideration USAC receives and revenue it recognizes is based upon the fixed fee rate stated in each service contract.
USAC’s retail parts and services revenue is earned primarily on freight and crane charges that are directly reimbursable by its customers and maintenance work on units at its customers’ locations that are outside the scope of USAC’s core maintenance activities. Revenue from retail parts and services is recognized at the point in time the part is transferred or service is provided and control is transferred to the customer. At such time, the customer has the ability to direct the use of the benefits of such part or service after USAC has performed its services. USAC bills upon completion of the service or transfer of the parts, and payment is generally due 30 days after receipt of the invoice. The amount of consideration USAC receives and revenue it recognizes is based upon the invoice amount.  

Lease Accounting.  At the inception of each lease arrangement, we determine if the arrangement is a lease or contains an embedded lease and review the facts and circumstances of the arrangement to classify lease assets as operating or finance leases under Topic 842. The Partnership has elected not to record any leases with terms of 12 months or less on the balance sheet.
Balances related to operating leases are included in operating lease ROU assets, accrued and other current liabilities, operating lease current liabilities and non-current operating lease liabilities in our consolidated balance sheets. Finance leases represent a small portion of the active lease agreements and are included in finance lease ROU assets, current maturities of long-term debt and long-term debt, less current maturities in our consolidated balance sheets. The ROU assets represent the Partnership’s right to use an underlying asset for the lease term and lease liabilities represent the obligation of the Partnership to make minimum lease payments arising from the lease for the duration of the lease term.
Most leases include one or more options to renew, with renewal terms that can extend the lease term from one to 20 years or greater. The exercise of lease renewal options is typically at the sole discretion of the Partnership and lease extensions are evaluated on a lease-by-lease basis. Leases containing early termination clauses typically require the agreement of both parties to the lease. At the inception of a lease, all renewal options reasonably certain to be exercised are considered when determining the lease term. The depreciable life of lease assets and leasehold improvements are limited by the expected lease term.
To determine the present value of future minimum lease payments, we use the implicit rate when readily determinable. Presently, because many of our leases do not provide an implicit rate, the Partnership applies its incremental borrowing rate based on the information available at the lease commencement date to determine the present value of minimum lease payments. The operating and finance lease ROU assets include any lease payments made and exclude lease incentives.
Minimum rent payments are expensed on a straight-line basis over the term of the lease. In addition, some leases require additional contingent or variable lease payments, which are based on the factors specific to the individual agreement. Variable lease payments the Partnership is typically responsible for include payment of real estate taxes, maintenance expenses and insurance.
For short-term leases (leases that have term of twelve months or less upon commencement), lease payments are recognized on a straight-line basis and no ROU assets are recorded.
Accounting for Derivative Instruments and Hedging Activities.  We utilize various exchange-traded and OTC commodity financial instrument contracts to limit our exposure to margin fluctuations in natural gas, NGL, crude oil and refined products. These contracts consist primarily of futures and swaps.
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.
If we designate a 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 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.
We 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 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. See further information on our fair value assets and liabilities in Note 2 of our consolidated financial statements.
Impairment of Long-Lived Assets, Goodwill, Intangible Assets and Investments in Unconsolidated Affiliates.  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 of an investment in an unconsolidated affiliate is recognized when circumstances indicate that a decline in the investment value is other than temporary. 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.
The Partnership determined the fair value of its 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.
One key assumption for the measurement of an impairment is management’s estimate of future cash flows and EBITDA. These estimates are based on the annual budget for the upcoming year and forecasted amounts for multiple subsequent years. The annual budget process is typically completed near the annual goodwill impairment testing date, and management uses the most recent information for the annual impairment tests. The forecast is also subjected to a comprehensive update annually in conjunction with the annual budget process and is revised periodically to reflect new information and/or revised expectations. The estimates of future cash flows and EBITDA are subjective in nature and are subject to impacts from the business risks described in “Item 1A. Risk Factors.” Therefore, the actual results could differ significantly from the amounts used for goodwill impairment testing, and significant changes in fair value estimates could occur in a given period. Such changes in fair value estimates could result in additional impairments in future periods; therefore, the actual results could differ significantly from the amounts used for goodwill impairment testing, and significant changes in fair value estimates could occur in a given period, resulting in additional impairments. 
Management does not believe that any of the goodwill balances in its reporting units is currently at significant risk of impairment; however, of the $5.2 billion of goodwill on the Partnership’s consolidated balance sheet as of December 31, 2019, approximately $380 million is recorded in reporting units for which the estimated fair value exceeded the carrying value by less than 20% in the most recent quantitative test.

During the year ended December 31, 2019, the Partnership recorded the following impairments:
•
A $12 million impairment was recorded related to the goodwill associated with the Partnership’s Southwest Gas operations within the interstate segment primarily due to decreases in projected future revenues and cash flows. Additionally, the Partnership recorded a $9 million impairment related to the goodwill associated with the Partnership’s North Central operations within the midstream segment primarily due to changes in assumptions related to projected future revenues and cash flows.
Sunoco LP recognized a $47 million write-down on assets held for sale related to its ethanol plant in Fulton, New York.
USAC also recognized a $6 million fixed asset impairment related to certain idle compressor assets.
During the year ended December 31, 2018, the Partnership recorded the following impairments:
a $378 million impairment was recorded related to the goodwill associated with the Partnership’s Northeast operations within the midstream segment primarily due to changes in assumptions related to projected future revenues and cash flows from the dates the goodwill was originally recorded. These changes in assumptions reflect delays in the construction of third-party takeaway capacity in the Northeast. Additionally, the Partnership recorded asset impairments of $4 million related to our midstream operations and asset impairments $9 million related to our crude operations idle leased assets.
•
Sunoco LP also recognized a $30 million impairment charge on its contractual rights primarily due to decreases in projected future revenues and cash flows from the date the intangible assets were originally recorded.
USAC also recognized a $9 million fixed asset impairment related to certain idle compressor assets.
During the year ended December 31, 2017, the Partnership recorded the following impairments:
a $223 million impairment was recorded related to the goodwill associated with CDM. In January 2018, the Partnership announced the contribution of CDM to USAC. Based on the Partnership’s anticipated proceeds in the contribution transaction, the implied fair value of the CDM reporting unit was less than the Partnership’s carrying value. As the Partnership believes that the contribution consideration also represented an appropriate estimate of fair value as of the 2017 annual impairment test date, the Partnership recorded an impairment for the difference between the carrying value and the fair value of the reporting unit.
a $262 million impairment was recorded related to the goodwill associated with the Partnership’s interstate transportation and storage reporting units, and a $229 million impairment was recorded related to the goodwill associated with the general partner of Panhandle in the all other segment. These impairments were due to a reduction in management’s forecasted future cash flows from the related reporting units, which reduction reflected the impacts discussed in “Results of Operations” above, along with the impacts of re-contracting assumptions related to future periods.
•
a $79 million impairment was recorded related to the goodwill associated the Partnership’s refined products transportation and services reporting unit. Subsequent to the Sunoco Logistics Merger, the Partnership restructured the internal reporting of legacy Sunoco Logistics’ business to be consistent with the internal reporting of legacy ETO. Subsequent to this reallocation the carrying value of certain refined products reporting units was less than the estimated fair value due to a reduction in management’s forecasted future cash flows from the related reporting units, and the goodwill associated with those reporting units was fully impaired. No goodwill remained in the respective reporting units subsequent to the impairment.
•
a $127 million impairment of property, plant and equipment related to Sea Robin primarily due to a reduction in expected future cash flows due to an increase during 2017 in insurance costs related to offshore assets.
a $141 million impairment of the Partnership’s equity method investment in FEP. The Partnership concluded that the carrying value of its investment in FEP was other than temporarily impaired based on an anticipated decrease in production in the Fayetteville basin and a customer re-contracting with a competitor during 2017.
a $172 million impairment of the Partnership’s equity method investment in HPC primarily due to a decrease in projected future revenues and cash flows driven be the bankruptcy of one of HPC’s major customers in 2017 and an expectation that contracts expiring in the next few years will be renewed at lower tariff rates and lower volumes.
For 2017, Sunoco LP also recognized impairments of $404 million, of which $119 million was allocated to continuing operations, as discussed further below.
Except for the 2017 impairment of the goodwill associated with CDM, as discussed above, the goodwill impairments recorded by the Partnership during the years ended December 31, 2019, 2018 and 2017 represented all of the goodwill within the respective reporting units.
During 2017, Sunoco LP announced the sale of a majority of the assets in its retail and Stripes reporting units. These reporting units include the retail operations in the continental United States but excludes the retail convenience store operations in Hawaii

that comprise the Aloha reporting unit. Upon the classification of assets and related liabilities as held for sale, Sunoco LP’s management applied the measurement guidance in ASC 360, Property, Plant and Equipment, to calculate the fair value less cost to sell of the disposal group. In accordance with ASC 360-10-35-39, Sunoco LP’s management first tested the goodwill included within the disposal group for impairment prior to measuring the disposal group’s fair value less the cost to sell. In the determination of the classification of assets held for sale and the related liabilities, Sunoco LP’s management allocated a portion of the goodwill balance previously included in the Sunoco LP retail and Stripes reporting units to assets held for sale based on the relative fair values of the business to be disposed of and the portion of the respective reporting unit that will be retained in accordance with ASC 350-20-40-3.
Sunoco LP recognized goodwill impairments of $387 million in 2017, of which $102 million was allocated to continuing operations,primarily due to changes in assumptions related to projected future revenues and cash flows from the dates the goodwill was originally recorded.
Additionally, Sunoco LP performed impairment tests on its indefinite-lived intangible assets during the fourth quarter of 2017 and recognized a total of $17 million in impairment charges on their contractual rights and liquor licenses primarily due to decreases in projected future revenues and cash flows from the date the intangible assets were originally recorded.
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, 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 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 ARO in the periods in which management can reasonably estimate the settlement dates.
Except for certain amounts discussed below, management was not able to reasonably measure the fair value of AROs as of December 31, 2019 and 2018, 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. ETC Sunoco has legal AROs 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, ETC Sunoco is legally or contractually required to abandon in place or remove the asset. We believe we may have additional AROs related to ETC Sunoco’s pipeline assets and storage tanks, for which it is not possible to estimate whether or when the AROs will be settled. Consequently, these AROs cannot be measured at this time. Sunoco LP has AROs related to the estimated future cost to remove underground storage tanks.
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.
Other non-current assets on the Partnership’s consolidated balance sheet included $31 million and $26 million of legally restricted funds for the purpose of settling AROs as of December 31, 2019 and 2018, respectively.

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. ETO 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, ETO 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. ETO’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. The Partnership’s consolidated balance sheet reflected $320 million in environmental accruals as of December 31, 2019.
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. ET 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 $936 million have been included in ET’s consolidated balance sheet as of December 31, 2019. The state NOL carryforward benefits of $149 million ($118 million net of federal benefit) begin to expire in 2020 with a substantial portion expiring between 2033 and 2039. ET’s corporate subsidiaries have federal NOLs of $3.42 billion ($718 million in benefits) of which $1.3 billion will expire between 2031 and 2037. Any federal NOL generated in 2018 and future years can be carried forward indefinitely. Federal alternative minimum tax credit carryforwards of $15 million remained at December 31, 2019. We have determined that a valuation allowance totaling $62 million ($49 million net of federal income tax effects) is required for state NOLs as of December 31, 2019 primarily due to significant restrictions on their use in the Commonwealth of Pennsylvania. A separate valuation allowance of $46 million

is attributable to foreign tax credits. 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 based 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 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 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 segment and operational gas sales on our interstate transportation and storage segment. 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 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 NGL. These contracts are not designated as hedges for accounting purposes.
We utilize swaps, futures and other derivative instruments to mitigate the risk associated with market movements in the price of refined products and NGLs to manage our storage facilities and the purchase and sale of purity NGL. 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. 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 segment’s 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 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.

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, 2019 and 2018 for ETO and Sunoco LP, including derivatives related to their respective subsidiaries. Dollar amounts are presented in millions.
 December 31, 2019 December 31, 2018
 Notional Volume Fair Value Asset (Liability) Effect of Hypothetical 10% Change Notional Volume Fair Value Asset (Liability) Effect of Hypothetical 10% Change
Mark-to-Market Derivatives           
(Trading)           
Natural Gas (BBtu):           
Fixed Swaps/Futures1,483
 $—
 $—
 468
 $—
 $—
Basis Swaps IFERC/NYMEX(1)(35,208) 2
 5
 16,845
 7
 1
Options – Puts—
 —
 —
 10,000
 —
 —
Power (Megawatt):           
Forwards3,213,450
 6
 8
 3,141,520
 6
 8
Futures(353,527) 1
 2
 56,656
 —
 —
Options – Puts51,615
 1
 —
 18,400
 —
 —
Options – Calls(2,704,330) 1
 —
 284,800
 1
 —
Crude (MBbls) – Futures—
 —
 —
 —
 —
 —
(Non-Trading)           
Natural Gas (BBtu):           
Basis Swaps IFERC/NYMEX(18,923) (35) 15
 (30,228) (52) 13
Swing Swaps IFERC(9,265) —
 4
 54,158
 12
 —
Fixed Swaps/Futures(3,085) (1) 1
 (1,068) 19
 1
Forward Physical Contracts(13,364) 3
 3
 (123,254) (1) 32
NGL (MBbls) – Forwards/Swaps(1,300) (18) 18
 (2,135) 67
 67
Crude (MBbls) – Forwards/Swaps4,465
 13
 2
 20,888
 (60) 29
Refined Products (MBbls) – Futures(2,473) (2) 16
 (1,403) (8) 6
Corn (thousand bushels)(1,210) —
 —
 (1,920) —
 1
Fair Value Hedging Derivatives           
(Non-Trading)           
Natural Gas (BBtu):           
Basis Swaps IFERC/NYMEX(31,780) 1
 7
 (17,445) (4) —
Fixed Swaps/Futures(31,780) 23
 7
 (17,445) (10) 6
(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 above 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 portfolio 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, 2019, our subsidiaries had $7.97 billion of floating rate debt outstanding. A hypothetical change of 100 basis points would result in a maximum potential change to interest expense of $80 million 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 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 rate on a portion of anticipated debt issuances.
The following table summarizes our interest rate swaps outstanding, none of which were designated as hedges for accounting purposes (dollar amounts presented in millions):
Term 
Type(1)
 Notional Amount Outstanding
December 31, 2019 December 31, 2018
March 2019 Pay a floating rate and receive a fixed rate of 1.42% $—
 $300
July 2019 (2)
 Forward-starting to pay a fixed rate of 3.56% and receive a floating rate —
 400
July 2020 (2)(3)
 Forward-starting to pay a fixed rate of 3.52% and receive a floating rate 400
 400
July 2021 (2)
 Forward-starting to pay a fixed rate of 3.55% and receive a floating rate 400
 400
July 2022 (2)
 Forward-starting to pay a fixed rate of 3.80% and receive a floating rate 400
 —
(1)
Floating rates are based on 3-month LIBOR.
(2)
Represents the effective date. These forward-starting swaps have terms of 30 years with a mandatory termination date the same as the effective date.
(3)
The July 2020 interest rate swaps were terminated in January 2020.
A hypothetical change of 100 basis points in interest rates for these interest rate swaps would result in a net change in the fair value of interest rate derivatives and earnings (recognized in gains (losses) on interest rate derivatives) of $327 million as of December 31, 2019. 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 industrial end-users, oil and gas producers, municipalities, gas and electric utilities, midstream companies, and independent power generators. 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 Chief Executive Officer and 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 Rules 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 Chief Executive Officer and Chief Financial Officer of our General Partner, concluded that our disclosure controls and procedures were adequate and effective as of December 31, 2019.
Management’s Report on Internal Control over Financial Reporting
The management of Energy Transfer LP 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 Chief Executive Officer and 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 Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO Framework”).
On December 5, 2019, ET acquired SemGroup. Management acknowledges that it is responsible for establishing and maintaining a system of internal controls over financial reporting for SemGroup. We are in the process of integrating SemGroup, and we therefore have excluded SemGroup from our December 31, 2019 assessment of the effectiveness of internal controls over financial reporting. SemGroup had total assets of $6.1 billion as of December 31, 2019 and third party revenues of $181 million from December 5, 2019 to December 31, 2019, which are included in our consolidated financial statements as of and for the year ended December 31, 2019. The impact of the acquisition of SemGroup has not materially affected and is not expected to materially affect our internal control over financial reporting. As a result of these integration activities, certain controls are being evaluated and may be changed. We believe, however, that we will be able to maintain sufficient controls over the substantive results of our financial reporting throughout this integration process.
Based on our evaluation under the COSO framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2019.
Grant Thornton LLP, an independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 31, 2019, as stated in their report, which is included herein.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors of LE GP, LLC and
Unitholders of Energy Transfer LP
Opinion on internal control over financial reporting
We have audited the internal control over financial reporting of Energy Transfer LP (a Delaware limited partnership) and subsidiaries (the “Partnership”) as of December 31, 2019, based on criteria established in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, 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) (“PCAOB”), the consolidated financial statements of the Partnership as of and for the year ended December 31, 2019, and our report dated February 21, 2020 expressed an unqualified opinion on those financial statements.
Basis for opinion
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 are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. 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.
Our audit of, and opinion on, the Partnership’s internal control over financial reporting does not include the internal control over financial reporting of SemGroup, a consolidated subsidiary, whose financial statements reflect total assets and revenues constituting 6.1 and 0.3 percent, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2019. As indicated in Management’s Report on Internal Control over Financial Reporting, SemGroup was acquired during 2019. Management’s assertion on the effectiveness of the Partnership’s internal control over financial reporting excluded internal control over financial reporting of SemGroup.
Definition and limitations of internal control over financial reporting
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.
/s/ GRANT THORNTON LLP
Dallas, Texas
February 21, 2020

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, 2019 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 ET 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 January 1, 2020, our Board of Directors is comprised of 10 persons, four of whom qualify as “independent” under the NYSE’s corporate governance standards. We have determined that Messrs. Anderson, Brannon, Grimm and Washburne 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 Chief Executive Officer, who reports to the Board of Directors, has day-to-day risk management responsibilities. Our Chief Executive Officer 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
In 2019, our Chief Executive Officer 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 Michael K. Grimm qualified as an audit committee financial expert during 2019. A description of the qualifications of Mr. Grimm 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 ET be included in ET’s Annual Report on Form 10-K for the year ended December 31, 2019.
The Board of Directors adopts the charter for the Audit Committee. Steven R. Anderson, Richard D. Brannon and Michael K. Grimm serve as elected members of the 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. Messrs. Anderson, Grimm and Washburne serve as members of the 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 ET did not have a compensation committee.
The responsibilities of the ET Compensation Committee include, among other duties, the following:
annually review and approve goals and objectives relevant to compensation of our CEO and CFO, if applicable;
annually evaluate the CEO and CFO’s performance in light of these goals and objectives, and make recommendations to the Board of Directors with respect to the CEO 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 ET’s equity incentive plans;
periodically evaluate the terms and administration of ET’s long-term incentive plans to assure that they are structured and administered in a manner consistent with ET’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 and CFO or executive officer compensation; and

perform other duties as deemed appropriate by the Board of Directors.
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 LP 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 21, 2020. Executive officers and directors are elected for indefinite terms.
NameAgePosition with Our General Partner
Kelcy L. Warren64
Chief Executive Officer and Chairman of the Board (Principal Executive Officer)
Thomas E. Long63
Chief Financial Officer (Principal Financial Officer) and Director
Marshall S. (Mackie) McCrea, III60
President, Chief Commercial Officer and Director
Matthew S. Ramsey64
Chief Operating Officer and Director
Thomas P. Mason63
Executive Vice President, General Counsel and President - LNG
John W. McReynolds69
Special Advisor and Director
A. Troy Sturrock49
Senior Vice President and Controller (Principal Accounting Officer)
Steven R. Anderson70
Director
Richard D. Brannon61
Director
Ray C. Davis78
Director
Michael K. Grimm65
Director
James R. (Rick) Perry69
Director
Ray W. Washburne59
Director
Messrs. Warren, McCrea and Ramsey also serve as directors of the board of ETO’s general partner. Mr. Ramsey serves as chairman of the board of the general partner of Sunoco LP, and Mr. Long serves as a director of the board of the general partners of Sunoco LP and of USAC. Mr. Mason serves as a director of the general partner of USAC.
Set forth below is biographical information regarding the foregoing officers and directors of our general partner:
Kelcy L. Warren.  Mr. Warren serves as Chairman and Chief Executive Officer of our general partner. He was appointed Co-Chairman of the Board of Directors of our general partner, effective upon the closing of our IPO, and in August 2007, he 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 ETO. Prior to that, Mr. Warren had served as Co-Chief Executive Officer and Co-Chairman of the Board of the general partner of ETO 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 served as the Chief Executive Officer of PennTex Midstream Partners, LP’s general partner from November 2016 to July 2017. Prior to the combination of the operations of ETO and Heritage Propane, Mr. Warren served as President of the general partner of ET Company I, Ltd. the entity that operated ETO’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 30 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 ETO’s Chief Executive Officer and has more than 30 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 has served as the Chief Financial Officer of our general partner since February 2016 and a director of our general partner since April 2019. Mr. Long also served as the Chief Financial Officer and as a director of PennTex Midstream Partners, LP’s general partner from November 2016 to July 2017. Mr. Long also serves as Chief Financial Officer of ETO and was previously 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, Colorado. 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. Mr. Long has served as a director of Sunoco LP since May 2016, and as Chairman of the Board of USAC since April 2018. Mr. Long was selected to serve on our Board of Directors because of his understanding of energy-related corporate finance gained through his extensive experience in the energy industry.
Marshall S. (Mackie) McCrea, III.  Mr. McCrea is the President and Chief Commercial Officer of our general partner, having served in that role since October 2018 following the merger of Energy Transfer Equity, L.P. and Energy Transfer Partners, L.P. Prior to that time, he had been the Group Chief Operating Officer and Chief Commercial Officer of the Energy Transfer family since November 2015. Mr. McCrea has served on the Board of Directors of our general partner since December 2009. Mr. McCrea was appointed as a director of the general partner of ETO in December 2009. Prior to that, he served as President and Chief Operating Officer of ETO’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 January 2004. In March 2005, Mr. McCrea was named President of La Grange Acquisition LP, ETO’s primary operating subsidiary, after serving as Senior Vice President-Business Development and Producer Services since 1997. Mr. McCrea also served as the Chairman of the Board of Directors of the general partner of Sunoco Logistics from October 2012 to April 2017. The members of our general partner selected Mr. McCrea to serve as a director because he brings extensive project development and operational 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.
Matthew S. Ramsey. Mr. Ramsey was appointed as a director of ET’s general partner in July 2012 and as a director of ETO’s general partner in November 2015. Mr. Ramsey has been the Chief Operating Officer or our general partner since October 2018 following the merger of Energy Transfer Equity, L.P. and Energy Transfer Partners, L.P., and currently serves as President and Chief Operating Officer of ETO’s general partner since November 2015. Mr. Ramsey also served as President and Chief Operating Officer and Chairman of the board of directors of PennTex Midstream Partners, LP’s general partner from November 2016 to July 2017. Mr. Ramsey is also a director of Sunoco LP, having served as chairman of Sunoco LP’s board since April 2015, and of USAC, having served on that board since April 2018. Mr. Ramsey previously served as President of RPM Exploration, Ltd., a private oil and gas exploration partnership, and previously served as a director of RSP Permian, Inc. where he served on the audit and compensation committees. 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.
Thomas P. Mason.Mr. Mason became Executive Vice President and General Counsel of the general partner of ET in December 2015, and has served as the Executive Vice President, General Counsel and President - LNG since October 2018 following the merger of Energy Transfer Equity, L.P. and Energy Transfer Partners, L.P. Mr. Mason also served as a director of PennTex Midstream Partners, LP’s general partner from November 2016 to July 2017. Mr. Mason previously served as Senior Vice President, General Counsel and Secretary of ETO’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 ETO, 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 served on the Board of Directors of the general partner of Sunoco Logistics from October 2012 to April 2017 and has served on the Board of Directors of USAC since April 2018.
John W. McReynolds.  Mr. McReynolds became Special Advisor to ET in October 2018. Prior to that time, Mr. McReynolds served as our President from March 2005 until October 2018. He has served 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 ETO’s general partner from August 2001 through May 2010. Mr. McReynolds has been in the energy industry for his entire career. Prior to joining Energy Transfer, 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.
A. Troy Sturrock. Mr. Sturrock is the Senior Vice President and Controller of our general partner having assumed that role in October 2018 following the merger of Energy Transfer Equity, L.P. and Energy Transfer Partners, L.P. He has served as the Senior Vice President and Controller of the general partner of ETO since August 2016 and previously served as Vice President and Controller of our General Partner beginning in June 2015. Mr. Sturrock also served as a Senior Vice President of PennTex Midstream Partners, LP’s general partner, from November 2016 until July 2017, and as its Controller and Principal Accounting Officer from January 2017 until July 2017. Mr. Sturrock previously served as Vice President and Controller of Regency GP LLC from February 2008, and in November 2010 was appointed as the principal accounting officer. From June 2006 to February 2008, Mr. Sturrock served as the Assistant Controller and Director of financial reporting and tax for Regency GP LLC. Mr. Sturrock is a Certified Public Accountant.

Steven R. Anderson. Mr. Anderson was elected to the Board of Directors of our general partner in June 2018 and serves on the audit committee and compensation committee. Mr. Anderson began his career in the energy business in the early 1970's with Conoco in the Permian Basin area. He then spent some 25 years with ANR Pipeline and its successor, The Coastal Corporation, as a natural gas supply and midstream executive. He later was Vice President of Commercial Operations with Aquila Midstream and, upon the sale of that business to Energy Transfer in 2002, he became a part of the management team there. For the six years prior to his retirement from Energy Transfer in October 2009, he served as Vice President of Mergers and Acquisitions. Since that time, he has been involved in private investments and has served on the boards of directors of the St. John Health System and Saint Simeon's Episcopal Home in Tulsa, Oklahoma, as well as various other community and civic organizations. Mr. Anderson also served as a member of the board of directors of Sunoco Logistics Partners L.P. from October 2012 until April 2017. The members of our general partner selected Mr. Anderson to serve on our Board of Directors based on his experience in the midstream energy industry generally, and his knowledge of Energy Transfer’s business specifically. Mr. Anderson also brings recent experience on audit and compensation committees of another publicly traded partnership.
Richard D. Brannon. Mr. Brannon was appointed to the Board of Directors of our general partner in March 2016 and has served as the Chairman of the audit committee snice April 2016. Mr. Brannon is the CEO of CH4 Energy II, CH4 Energy Six, and CH4 Energy-Finley Utah, LLC, all independent companies focused on horizontal oil and gas development. Mr. Brannon previously served on the board of directors of WildHorse Resource Development from its IPO in December 2016 until June 2018. Mr. Brannon also formerly served on the Board of Directors and as a member of the audit committee and compensation committee of Sunoco LP, Regency, OEC Compression and Cornerstone Natural Gas Corp. He has over 35 years of experience in the energy business, having started his career in 1981 with Texas Oil & Gas. The members of our general partner selected Mr. Brannon to serve as director based on his knowledge of the energy industry and his experience as a director and audit and compensation committee member for other public companies.
Ray C. Davis. Mr. Davis was appointed to the Board of Directors of the general partner of Energy Transfer LP in July 2018 and served on the Board of Directors of Energy Transfer Partners, L.L.C. from February 2018 until July 2018. From February 2013 until February 2018, Mr. Davis was an independent investor. He has also been a principal owner, and served as co-chairman of the board of directors, of the Texas Rangers major league baseball club since August 2010. Mr. Davis previously served on the Board of Directors of Energy Transfer LP (formerly Energy Transfer Equity, L.P.), effective upon the closing of its IPO in February 2006 until his resignation in February 2013. Mr. Davis also served as ETO’s Co-Chief Executive Officer from the combination of the midstream and transportation operations and the retail propane operations in January 2004 until his retirement from these positions in August 2007, and as the Co-Chairman of the Board of Directors of our general partner from January 2004 until June 2011. Mr. Davis also held various executive positions with Energy Transfer prior to 2004. From 1996 to 2000, he served as a Director of Crosstex Energy, Inc. From 1993 to 1996, he served as Chairman of the Board of Directors and Chief Executive Officer of Cornerstone Natural Gas, Inc. Our general partner selected Mr. Davis to serve as director based on his over 40 years of business experience in the energy industry and his expertise in the Partnership’s asset portfolio.

Michael K. Grimm. Mr. Grimm was appointed to the Board of Directors of our general partner in October 2018, and has served on the audit committee and compensation committee since that time. Prior to that time, Mr. Grimm served as a director of ETO’s general partner beginning in December 2005, and served on the audit and compensation committee during that time. Mr. Grimm is one of the original founders of Rising Star Energy, L.L.C., a privately held upstream exploration and production company active in onshore continental United States, and served as its President and Chief Executive Officer from 1995 until 2006 when it was sold. Mr. Grimm is currently President of Rising Star Petroleum, LLC. Mr. Grimm was formerly Chairman of the Board of RSP Permian, Inc. (NYSE: RSPP) from January 2014 until June 2018 and since November 2018 has served on the Board of Directors of Anadarko Petroleum Corporation (NYSE: APC). Prior to the formation of Rising Star, Mr. Grimm was Vice President of Worldwide Exploration and Land for Placid Oil Company from 1990 to 1994. Prior to joining Placid Oil Company, Mr. Grimm was employed by Amoco Production Company for thirteen years where he held numerous positions throughout the exploration department in Houston, New Orleans and Chicago. Mr. Grimm has been an active member of the Independent Petroleum Association of America, the American Association of Professional Landmen, Dallas Producers Club, Houston Producers Forum, Fort Worth Wildcatters and the All-American Wildcatters. He has a B.B.A. from the University of Texas at Austin. The members of our general partner selected Mr. Grimm to serve as a director because of his extensive experience in the energy industry and his service as a senior executive at several energy-related companies, in addition to his contacts in the industry gained through his involvement in energy-related organizations.
James R. (Rick) Perry. Mr. Perry was appointed to the Board of Directors of our general partner in January 2020. He formerly served as U.S. Secretary of Energy from March 2017 until December 2019. Prior to that, he served as the Governor of the State of Texas from 2000 until January 2015. Mr. Perry served as Lieutenant Governor of Texas from 1998 to 2000, and as Agriculture Commissioner from 1991 to 1998. Prior to 1991, he also served in the Texas House of Representatives. Mr. Perry previously served on the Board of Directors of Energy Transfer Operating, L.P. (formerly Energy Transfer Partners, L.P.) from February 2015 until December 2016. The members of our general partner selected Mr. Perry to serve as a director because of his vast experience as an executive in the highest office of state government. In addition, Mr. Perry has been involved in finance and budget planning processes throughout his career in government as a member of the Texas House Appropriations Committee, the Legislative Budget Board and as Governor.
Ray W. Washburne. Mr. Washburne was appointed to the Board of Directors of our general partner in April 2019.  He is currently President and Chief Executive Officer of Charter Holdings, Inc., a Dallas-based investment company involved in real estate, restaurants and diversified financial investments.  In addition, he currently serves on the President’s Intelligence Advisory Board (PIAB).  From August 2017 to February 2019, Mr. Washburne served as the President and Chief Executive Officer of the Overseas Private Investment Corporation (OPIC), the United States government’s development finance institution.  From 2000 to 2017, Mr. Washburne served on the board of directors of Veritex Holdings, Inc. (Nasdaq: VBTX), a Texas -based bank holding company that conducts banking activities through its subsidiary, Veritex Community Bank.  He has also served as an adjunct professor at the Cox School of Business at Southern Methodist University.  Mr. Washburne is also a member of the Republican Governors Association Executive Roundtable, the American Enterprise Institute, the Council on Foreign Relations, and is on the Advisory Board of the United States Southern Command. The members of our general partners selected Mr. Washburne to serve on the Board of Directors because of his expertise in international finance, his relationships in government, and his experience on the board of a publicly traded company.
Compensation of the General Partner
Our general partner does not receive any management fee or other compensation in connection with its management of the Partnership.
Delinquent Section 16(a) Reports
Section 16(a) of the Securities Exchange Act of 1934 requires the directors and executive officers of our general partner, as well as persons who own more than ten percent of the common units representing limited partnership interests in us, to file reports of ownership and changes of ownership on Forms 3, 4 and 5 with the SEC. The SEC regulations also require that copies of these Section 16(a) reports be furnished to us by such reporting persons. Based upon a review of copies of these reports, we believe all applicable Section 16(a) reports were timely filed in 2019.

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 ETO.
Compensation Discussion and Analysis
Named Executive Officers
ET 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 ET’s management functions. As a result, the executive officers of our General Partner are ET’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. The persons we refer to in this discussion as our “named executive officers” are the following:
Kelcy L. Warren, Chairman and Chief Executive Officer;
Thomas E. Long, Chief Financial Officer;
Marshall S. (Mackie) McCrea, III, President and Chief Commercial Officer;
Matthew S. Ramsey, Chief Operating Officer; and
Thomas P. Mason, Executive Vice President, General Counsel and President — LNG.
Our Philosophy for Compensation of Executives
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 its executive officers, including the named executive officers that provides for a slightly below the median market annual base compensation (i.e. approximately the 30th to 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 (i) the payment of annual discretionary cash bonuses that consider the achievement of the Partnership’s financial performance objectives for a fiscal year set at the beginning of such fiscal year and the individual contributions of its executive officers, including the named executive officers to the success of the Partnership and the achievement of the annual financial performance objectives and (ii) the annual grant of time-based restricted unit or phantom unit awards under the Partnership’s equity incentive plan(s) or the equity incentive programs of Sunoco LP, as applicable based on the allocation of executive officers awards, including awards to the named executive officers, 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 the Partnership and/or the other affiliated partnerships pay to their respective unitholders.
The Partnership grants restricted unit and/or phantom 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 Partnership believes 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 our General Partner places on aligning the interests of its named executive officers with those of unitholders.
As discussed below, our compensation committee, the ETO Compensation Committee (prior to the Energy Transfer Merger) and/or the compensation committee of the general partner of Sunoco LP, as applicable, all in consultation with our General Partner, are responsible for the compensation policies and compensation level of our executive officers, including the named executive officers of our General Partner. In this discussion, we refer to our compensation committee as the “ET Compensation Committee.”
For a more detailed description of the compensation to the Partnership’s named executive officers, please see “– Compensation Tables” below.

Distributions to Our General Partner
Our General Partner is majority-owned by Mr. Warren. 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 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, 2019, 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/phantom unit awards under the equity incentive plan(s);
payment of distribution equivalent rights (“DERs”) on unvested time-based restricted unit awards under our equity incentive plan;
vesting of previously issued time-based restricted unit and/or phantom 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 ET 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 ET Compensation Committee also considers individual performance, levels of responsibility, skills and experience.
Periodically, the ET Compensation Committee engages a third-party consultant to provide a full market competitive compensation analysis 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 the Partnership to provide market information with respect to compensation of those executives during the year ended December 31, 2019. 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.

In conducting its review, Longnecker specifically considered the larger size of the combined ET entities from an energy industry perspective. During 2019, Longnecker assisted in the development of the final “peer group” of leading companies in the energy industry that most closely reflect the profile of ET in terms of revenues, assets and market value as well as competition for talent at the senior management level and similarly situated general industry companies with similar revenues, assets and market value. In setting such peer group, the size of ET on a combined basis was considered. As part of the evaluation conducted by Longnecker, a determination was made to focus the analysis specifically on the energy industry peers. This decision was based on a determination that an energy industry peer group provided a more than sufficient amount of comparative data to consider and evaluate total compensation. This focus allowed Longnecker to report on specific industry related data comparing the levels of annual base salary, annual short-term cash bonus and long-term equity incentive awards at industry peer group companies with those of the named executive officers to ensure that compensation of the named executive officers is both consistent with the compensation philosophy and competitive with the compensation for executive officers of these other companies. The identified companies were:
Energy Peer Group:
• Conoco Phillips• Marathon Petroleum Corporation
• Enterprise Products Partners, L.P.• Kinder Morgan, Inc.
• Plains All American Pipeline, L.P.• The Williams Companies, Inc.
• Valero Energy Corporation• Phillips 66
The compensation analysis provided by Longnecker in 2019 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 public disclosures of peer companies, including 10-K and proxy data and published survey data from multiple sources that are relevant to ET’s peer group, industry, financial size and operational breadth. The Longnecker review process also included significant engagement with management to fully understand job scope, responsibilities and roles of each of the executive officers, which discussions allow Longnecker the ability to completely evaluate specific aspects of an executive officer’s position to allow for more accurate benchmarking.
Following Longnecker’s 2019 review, the ET Compensation Committee reviewed the information provided, including Longnecker’s specific conclusions and recommended considerations for all compensation going forward. The ET Compensation Committee considered and reviewed the results of the study performed by Longnecker to determine if the results indicated that the compensation programs were yielding a competitive total compensation model prioritizing incentive-based compensation and rewarding achievement of short and long-term performance objectives and considered Longnecker’s conclusions and recommendations. While Longnecker found that the Partnership is achieving its stated objectives with respect to the “at-risk” approach, they also found that certain adjustments could be considered moving forward to allow the Partnership to continue to achieve its targeted percentiles on base compensation and incentive compensation (short and long-term). Those adjustments are being considered by the ET Compensation Committee and management, and will, as deemed appropriate, be implemented.
In addition to the information received as part of Longnecker’s 2019 review, the ET Compensation Committee also utilizes information obtained from other sources in its determination of compensation levels for our named executive officers, such as annual third party surveys, although third party survey data is not used by the ET Compensation Committee to benchmark the amount of total compensation or any specific element of compensation for the named executive officers.
In addition to the 2019 compensation analysis for executive officers, Longnecker also provided advice and feedback on certain other matters, including the appropriateness, targets and composition of the annual equity award pools and the annual bonus awards under the Energy Transfer Annual Bonus Plan (the “Bonus Plan”) and benchmarking on certain non-named executive officer hires and promotions.
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 30th to 40th percentile of market) and are determined by the ET Compensation Committee after taking into account the recommendations of Mr. Warren.
During the 2019 merit review process, the ET Compensation Committee considered the recommendations of Mr. Warren, the existing Longnecker study (with the data aged as appropriate) and the merit increase pool set for all employees of the Partnership and/or its employing affiliates. The ET Compensation Committee approved a 3.5% increase to the base salary of Mr. McCrea to $1,114,555 from its prior level of $1,076,865; an approximately 10% base salary increase to Mr. Long to $600,000 from its prior

level of $545,900; a 3.5% base salary increase to Mr. Ramsey to $696,598 from its prior level of $673,041; and a 3.5% base salary increase to Mr. Mason to $631,396 from its prior level of $610,044. Mr. Warren has voluntarily determined that his salary will be $1.00 per year (plus an amount sufficient to cover his allocated payroll deductions for health and welfare benefits), and, as such, did not receive any base salary or adjustment in 2019.
The 3.5% increase to Messrs. McCrea, Ramsey and Mason reflected a base salary increase substantially the same as the annual merit increase pool set for all employees of ET and its affiliates for 2019. The 10% increase for Mr. Long was undertaken to continue the process to more closely align Mr. Long with the targeted total compensation of similarly situated officers of peer group companies and the market data.
Annual Bonus.  In addition to base salary, the ET 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 Bonus Plan.
The Bonus Plan is a discretionary annual cash bonus plan available to all employees, including the named executive officers. The purpose of the Bonus Plan is to reward employees for contributions towards the Partnership’s business goals and to aid in motivating employees. The Bonus Plan is administered by the ET Compensation Committee and the ET Compensation Committee has the authority to establish and interpret the rules and regulations relating to the Bonus Plan, to select participants, to determine and approve the size of any actual award amount, to make all determinations, including factual determinations, under the Bonus Plan, and to take all other actions necessary or appropriate for the proper administration of the Bonus Plan.
For each calendar year (the “Performance Period”), the ET Compensation Committee will evaluate and determine an overall funded cash bonus pool based on achievement of (i) an internal Adjusted EBITDA target (“Adjusted EBITDA Target”), (ii) an internal distributable cash flow target (“DCF Target”) and (iii) performance of each department compared to the applicable departmental budget (“Departmental Budget Target”). The Adjusted EBITDA Target and the DCF Target are defined for purposes of the Bonus Plan using the same definitions as used in the Partnership’s audited financial statements included in its annual and quarterly filings on Forms 10-K and 10-Q for the terms Adjusted EBITDA and Distributable Cash Flow. The performance criteria are weighted 60% on the achievement of the Adjusted EBITDA Target, 20% on the achievement of the DCF Target and 20% on the achievement of the Departmental Budget Target (collectively, “Budget Targets”). The total amount of cash to be allocated to the funded bonus pool will range from 0% to 120% for each of the budgeted DCF Target and Adjusted EBITDA Target and will range from 0% to 100% of the Departmental Budget Target. The maximum funding of the bonus pool is 116% of the total pool target and to achieve such funding each of the Adjusted EBITDA and the DCF Target must achieve 120% funding and the Department Budget target must achieve its 100% target. While the funded bonus pool will reflect an aggregation of performance under each target, in the event performance under the Adjusted EBITDA Target is below 80% of its target, no bonus pool will be funded. If the bonus pool is funded, a participant may earn a cash award for the Performance Period based upon the level of attainment of the Budget Targets and his or her individual performance. Awards are paid in cash as soon as practicable after the end of the Performance Period but in no event later than two and one-half months after the end of the Performance Period.
While the achievement of the Budget Targets sets a bonus pool under the Bonus Plan, actual bonus awards are discretionary. These discretionary bonuses, if awarded, are intended to reward our named executive officers for the achievement of the Budget Targets during the Performance Period in light of the contribution of each individual to our profitability and success during such year. The ET Compensation Committee also considers the recommendation of Mr. Warren in determining the specific annual cash bonus amounts for each of the named executive officers. The ET 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.
For 2019, the ET Compensation Committee approved short-term annual cash bonus pool targets for Mr. McCrea of 160% of his annual base earnings and for Messrs. Long, Ramsey and Mason of 130% of their annual base earnings. The named executive officer bonus pool targets remained the same for the 2019 Performance Period as they were for the 2018 period.
In February 2020, the ET Compensation Committee certified 2019 performance results under the Bonus Plan, which resulted in a bonus payout of 100% of the bonus pool target, which reflected achievement of 100.3% of the Adjusted EBITDA Target, 99.7% of the DCF Target and 101.6% or $13 million under the Department Budget Target. Based on the approved results, the ET Compensation Committee approved a cash bonus relating to the 2019 calendar year to Messrs. McCrea, Long, Ramsey, and Mason in the amounts of $1,750,817, $900,000, $889,100 and $805,900, respectively.
In approving the 2019 bonuses of the named executive officers, the ET Compensation Committee took into account the achievement by the Partnership of all of the targeted performance objectives for 2019 and the individual performances of each of the named executive officers. The cash bonuses awarded to each of the named executive officers for 2019 performance were materially consistent with their applicable bonus pool targets, except Mr. Long who received approximately 120% of his targeted bonus award in consideration of (i) a recommendation to increase his award by Mr. Warren in recognition of Mr. Long’s efforts on certain

key financial objectives during 2019 and (ii) a further alignment of Mr. Long with the targeted total compensation of similarly situated officers of peer group companies and the market data. As with base salary and equity awards, Mr. Warren does not accept or receive an annual bonus.
Equity Awards.  ET maintains and operates (i) the Second Amended and Restated Energy Transfer LP 2008 Incentive Plan (the “2008 Incentive Plan”); (ii) the Energy Transfer LP 2011 Long-Term Incentive Plan (the “2011 Incentive Plan”); the (iii) Energy Transfer LP 2015 Long-Term Incentive Plan (the “2015 Plan”); (iv) the Amended and Restated Energy Transfer LP Long-Term Incentive Plan (the “ET Plan,” together with the 2008 Incentive Plan, the 2011 Incentive Plan and the 2015 Plan, the “ET Incentive Plans”). The ET Incentive Plans authorize the ET Compensation Committee, in its discretion, to grant awards, as applicable, under each respective plan of restricted units, phantom units, unit options, unit appreciation rights and other awards related to ET common units upon such terms and conditions as it may determine appropriate and in accordance with general guidelines as defined by the ET Incentive Plans. ET has generally used time-vested restricted units and/or phantom units as the vehicle for its annual equity awards to eligible employees, including the named executive officers.
For 2019, the annual long-term incentive targets set by the ET Compensation Committee for the named executive officers were 900% of annual base salary for Mr. McCrea and 500% of annual base salary for Messrs. Long, Ramsey and Mason. The targets of the named executive officers were the same as the prior year’s targets.
The annual long-term incentive targets are used as the basis to determine the target number of units to be awarded to the eligible participant, including the named executive officers. A multiple of base salary is used to set the pool target, that number is then divided by a weighted average price determined by considering ET’s modified total unitholder return “(TUR”) performance as measured against the average return of ET’s identified peer group over defined time periods. For purposes of establishing an initial price, ET utilizes a 60 trading-day trailing weighted average price of ET common units prior to November 1, 2019. This average trading price is then subject to adjustment when ET’s TUR is more than 5% greater or less than that of its identified peer group. If the TUR analysis yields a result that is within 5% percent of its identified peer group, the ET Compensation Committee will simply use the 60 trading day trailing weighted average price divided by the applicable salary multiple to establish a target pool for each eligible participant, including the named executive officers. If ET’s TUR is outside of the 5% deviation, the 60 trading day trailing weighted average will be adjusted up or down based on ET’s performance as compared to the identified group. For 2019, the peer group included the following:
• Enterprise Products Partners, L.P.• Kinder Morgan, Inc.
• The Williams Companies, Inc.• Plains All American Pipeline, L.P.
• Phillips 66• MPLX LP
For 2019, the Partnership’s TUR underperformed the identified peer group based on the average of the identified three comparison periods: (i) year-to-date 2019, (ii) trailing twelve months, and (iii) full-year 2018. Consequently, the 2019 long-term incentive base price was increased to reduce the total available restricted pool by approximately 13%.
In December 2019, the ET Compensation Committee in consultation with Mr. Warren approved grants of phantom unit awards to Messrs. McCrea, Long, Ramsey and Mason of 682,400 units, 215,000 units, 189,600 units and 214,800 units, respectively. As with base salary and annual bonus, Mr. Warren does not accept or receive annual long-term incentive awards. Mr. Long’s award of 215,000 units represents an increase of approximately 30% over his pool target number. The increase for Mr. Long reflected (i) a recommendation to increase his award by Mr. Warren in recognition of Mr. Long’s efforts on certain key financial objectives during 2019 and (ii) a further alignment of Mr. Long with the targeted total compensation of similarly situated officers of peer group companies and the market data.
As more fully described below in the section titled Affiliate and Subsidiary Equity Awards, for 2019, in discussions between the General Partner, the ET Compensation Committee and the compensation committee of the general partner of Sunoco LP, it was determined that for 2019 the value of Messrs. Long and Ramsey’s awards would be comprised of restricted unit awards under the ET Incentive Plans and the Sunoco LP 2018 Long-Term Incentive Plan (the “2018 Sunoco LP Plan”) in consideration of their roles and responsibilities for Sunoco LP and their status, as members of the Boards of Directors of the general partner of Sunoco LP. Messrs. Long and Ramsey’s total 2019 long-term awards were allocated approximately 80% to the ET Incentive Plans and approximately 20% to the 2018 Sunoco LP Plan. The awards of Messrs. McCrea and Mason for 2019 were allocated entirely to the ET Incentive Plans. It is expected that future long-term incentive awards to Messrs. Long and Ramsey of ET will recognize an aggregation of restricted units under the ET Incentive Plans and the 2018 Sunoco LP Plan, as applicable. For purposes of establishing a pool value for awards to eligible participants, including Messrs. Ramsey and Long, Sunoco LP utilized the same practices in terms of utilizing a peer group TUR analysis to set a grant date valuation.

The restricted unit awards granted in 2019 provide for incremental 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. Vesting of the awards are generally subject to continued employment through each specified vesting date. The restricted unit awards entitle the recipients to receive, with respect to each ET unit subject to such award that has not either vested or been forfeited, a DER cash payment promptly following each such distribution by ET to its unitholders. In approving the grant of such restricted unit awards, including to the named executive officers, the ET Compensation Committee considered several factors, including the long-term objective of retaining such individuals as key drivers of ET’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 2019 awards would accelerate in the event of the death or disability of the recipient, including the named executive officers, or in the event of a change in control of ET as that term is defined under the ET Incentive Plans.
As discussed below under “Potential Payments Upon a Termination or Change of Control,” all outstanding equity awards would 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 award agreements for the restricted units awarded in 2019, as well as other awards outstanding held by Partnership employees, including the named executive officers, also include certain acceleration provisions upon retirement with the ability to accelerate 40% of outstanding unvested awards under the ET Incentive Plans at age 65 and 50% at age 68. These acceleration provisions require that the participant have not less than five (5) years of employment service to the Partnership or an affiliate and require a six (6) month delay in the vesting after retirement pursuant to the requirements of Section 409(A) of the Code.
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 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 for ET during 2019, Messrs. Long and Ramsey have certain responsibilities for Sunoco LP, including as members of the Board of Directors of the general partner of Sunoco LP.
The Sunoco LP Compensation Committee in December 2019 approved grants of restricted unit awards to Messrs. Long and Ramsey of 19,500 and 22,600 restricted units, respectively, under the 2018 Sunoco LP Plan. The terms and conditions of the restricted unit to Messrs. Long and Ramsey under the 2018 Sunoco LP 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, upon a change in control or retirement at ages 65 or 68.
Unit Ownership Guidelines. The Board of Directors of our General Partner has adopted the Executive Unit Ownership Guidelines (the “Guidelines”), which set forth minimum ownership guidelines applicable to certain executives of ET with respect to ET 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, the President and Chief Commercial Officer and the Chief Operating Officer are expected to own common units having a minimum value of five times his base salary, while each of the remaining named executive officers (other than the CEO) are expected to own common units having a minimum value of four times their respective base salary. In addition to the named executive officers, these Guidelines also apply to other covered executives, which executives 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 salary.
The ET Compensation Committee believes that the ownership of ET 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 ET’s total unitholder return, aligning the interests of such executives with those of ET’s Unitholders, and promoting ET’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, were 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. McCrea and Mason beginning in December 2015, and they were compliant. Compliance for Mr. Long was required in December 2018, and he was compliant. Compliance for Mr. Ramsey will be required in December 2020.
Covered executives may satisfy the Guidelines through direct ownership of ET and/or Sunoco LP common units or indirect ownership by certain immediate family members. Direct or indirect ownership of ET 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.
Qualified Retirement Plan Benefits.  The Energy Transfer LP 401(k) Plan (the “ET 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; however, the award agreement to the named executive officers under the ET Incentive Plans, the 2018 Sunoco LP Plan and the Sunoco LP 2012 Long-Term Incentive Plan (the “2012 Sunoco LP Plan”) 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. 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.
Energy Transfer LP Non-Qualified Deferred Compensation Plan (the “ET 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 ET 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 ET NQDC Plan, ET may make annual discretionary matching contributions to participants’ accounts; however, ET 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 ET 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 ET NQDC Plan) of ET, all ET NQDC Plan accounts are immediately vested in full. However, distributions are not accelerated and, instead, are made in accordance with the ET NQDC Plan’s normal distribution provisions unless a participant has elected to receive a change of control distribution pursuant to his deferral agreement. None of our named executive officers currently 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 and phantom units rather than unit options for equity awards because restricted units and phantom 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 United States 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 United States federal income tax purposes.
Accounting for Non-Cash Compensation
For non-cash 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
Messrs. Anderson, Grimm and Washburne are the only members of the Compensation Committee. During 2019, no member of the Compensation Committee 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. Mr. Grimm is not a former employee of ours or any of our subsidiaries. Mr. Anderson was previously an employee of the Partnership until his retirement in October 2009, as discussed in his biographical information included in “Item 10. Directors, Executive Officers and Corporate Governance.”
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 ET. 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 LP

Steven R. Anderson
Michael K. Grimm
Ray W. Washburne
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
($)
 
Equity
Awards (1)
($)
 
Non-Equity
Incentive Plan
Compensation(2)
($)
 
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings ($)
 
All Other
Compensation(3)
($)
 
Total
($)
Kelcy L. Warren (4)
 2019 $6,156
 $—
 $—
 $—
 $—
 $—
 $6,156
Chief Executive Officer 2018 6,138
 —
 —
 —
 —
 —
 6,138
 2017 5,926
 —
 —
 —
 —
 —
 5,926
Thomas E. Long 2019 570,869
 —
 3,352,795
 900,000
 —
 21,544
 4,845,208
Chief Financial Officer 2018 537,338
 1,000,000
 4,251,335
 800,000
 —
 21,294
 6,609,967
 2017 480,846
 —
 2,519,954
 625,100
 —
 18,320
 3,644,220
Marshall S. (Mackie) McCrea, III 2019 1,094,260
 —
 8,734,720
 1,750,817
 —
 21,544
 11,601,341
President and Chief Commercial Officer 2018 1,059,976
 —
 7,834,782
 1,866,000
 —
 19,362
 10,780,120
 2017 1,027,846
 —
 9,033,341
 1,644,554
 —
 16,834
 11,722,575
Matthew S. Ramsey 2019 683,913
 —
 3,123,186
 889,100
 —
 19,544
 4,715,743
Chief Operating Officer 2018 662,486
 —
 2,818,415
 900,000
 —
 19,294
 4,400,195
 2017 642,404
 —
 3,763,893
 835,125
 —
 18,618
 5,260,040
Thomas P. Mason 2019 619,899
 —
 2,749,440
 805,900
 —
 19,544
 4,194,783
Executive Vice President, General Counsel and President – LNG 2018 600,477
 —
 2,466,882
 858,700
 —
 19,294
 3,945,353
 2017 582,275
 —
 2,816,048
 756,958
 —
 18,618
 4,173,899
(1)
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. For Messrs. Long and Ramsey amounts include equity awards of our subsidiaries and/or affiliates, as reflected in the “Grants of Plan-Based Awards Table.” See Note 9 to our consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data” for additional assumptions underlying the value of the equity awards.
(2)
ET maintains the Bonus Plan which provides for discretionary bonuses. Awards of discretionary bonuses are tied to achievement of targeted performance objectives and described in the Compensation Discussion and Analysis. The discretionary cash bonus amounts earned by the named executive officers for 2019 reflect cash bonuses approved by the ET Compensation Committee in February 2020 that are expected to be paid on or before March 15, 2020.
(3)
The amounts reflected for 2019 in this column include (i) matching contributions to the ET 401(k) Plan made on behalf of the named executive officers of $14,000 each for Messrs. Long, McCrea, Ramsey and Mason, (ii) health savings account contributions made on behalf of the named executive officers of $2,000 each for Messrs. Long and McCrea, and (iii) the dollar value of life insurance premiums paid for the benefit of the named executive officers. The amounts reflected for all periods exclude distribution payments in connection with distribution equivalent rights on unvested unit awards, because the dollar value of such distributions are factored into the grant date fair value reported in the “Equity Awards” column of the Summary Compensation Table at the time that the unit awards and distribution equivalent rights were originally granted. For 2019, distribution payments in connection with distribution equivalent rights totaled $796,382 for Mr. Long, $2,178,361 for Mr. McCrea, $857,108 for Mr. Ramsey, and $756,879 for Mr. Mason.
(4)
Mr. Warren has voluntarily determined that his salary will be reduced to $1.00 per year (plus an amount sufficient to cover his allocated payroll deductions for health and welfare benefits). He also does not accept a cash bonus or any equity awards under the equity incentive plans.

Grants of Plan-Based Awards in 2019
Name Grant Date 
All Other Unit Awards: Number of Units
(#)
 
Grant Date Fair Value of Unit Awards (1)
ET Unit Awards:      
Kelcy L. Warren N/A —
 $—
Thomas E. Long 12/16/2019 215,000
 2,752,000
Marshal S. (Mackie) McCrea, III 12/16/2019 682,400
 8,734,720
Matthew S. Ramsey 12/16/2019 189,600
 2,426,880
Thomas P. Mason 12/16/2019 214,800
 2,749,440
Sunoco LP Unit Awards:      
Thomas E. Long 12/16/2019 19,500
 600,795
Matthew S. Ramsey 12/16/2019 22,600
 696,306
(1)
We have computed the grant date fair value of unit awards in accordance with FASB ASC Topic 718, as further described above and in Note 9 to our consolidated financial statements.

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, and 401(k) plan contributions can be found in the Compensation Discussion and Analysis that precedes these tables.
Outstanding Equity Awards at 2019 Fiscal Year-End
Name 
Grant Date(1)
 
Unit Awards (1)
Number of Units That Have Not Vested(2)
(#)
 
Market or Payout Value of Units That Have Not Vested (3)
($)
ET Unit Awards:      
Kelcy L. Warren N/A —
 $—
Thomas E. Long 12/16/2019 215,000
 2,758,450
  12/18/2018 136,475
 1,750,974
  10/19/2018 115,200
 1,478,016
  12/20/2017 121,074
 1,553,379
  12/29/2016 30,235
 387,918
  12/9/2015 14,227
 182,535
  12/4/2015 5,739
 73,635
Marshal S. (Mackie) McCrea, III 12/16/2019 682,400
 8,755,192
  12/18/2018 605,740
 7,771,644
  12/20/2017 537,379
 6,894,573
  12/29/2016 172,231
 2,209,729
  12/9/2015 94,855
 1,216,987
  12/4/2015 47,816
 613,480
Matthew S. Ramsey 12/16/2019 189,600
 2,432,568
  12/18/2018 168,260
 2,158,776
  12/20/2017 223,908
 2,872,740
  12/29/2016 73,440
 942,235
  12/9/2015 59,282
 760,592
Thomas P. Mason 12/16/2019 214,800
 2,755,884
  12/18/2018 190,640
 2,445,911
  12/20/2017 135,300
 1,735,899
  12/29/2016 40,645
 521,474
  12/9/2015 22,391
 287,277
  12/4/2015 11,287
 144,812
       
Sunoco LP Unit Awards:      
Thomas E. Long 12/16/2019 19,500
 $596,700
  12/19/2018 19,325
 591,345
  12/21/2017 17,097
 523,168
  12/29/2016 8,884
 271,850
  12/16/2015 5,650
 172,890
Matthew S. Ramsey 12/16/2019 22,600
 691,560
  12/19/2018 23,825
 729,045
  1/2/2015 814
 24,908
Thomas P. Mason 12/21/2017 19,106
 584,644
  12/29/2016 9,320
 285,192
  12/16/2015 7,410
 226,752
(1)
Certain of these outstanding awards represent Energy Transfer Partners, L.P. awards that converted into ET awards upon the merger of Energy Transfer Equity, L.P. and Energy Transfer Partners, L.P. in October 2018. Furthermore, some of those converted awards had previously been converted in connection with the merger of Energy Transfer Partners, L.P. and Sunoco Logistics in April 2017.

(2)
ET unit awards outstanding vest at a rate of 60% in December 2022 and 40% in December 2024 for awards granted in December 2019. Such awards may be settledat the election of the ET Compensation Committee in (i) common units of ET (subject to the approval of the ET Incentive Plans prior to the first vesting date by a majority of ET’s unitholders pursuant to the rules of the New York Stock Exchange); (ii) cash equal to the Fair Market Value (as such term is defined in the ET Incentive Plans) of the ET common units that would otherwise be delivered pursuant to the terms of each named executive officers grant agreement; or (iii) other securities or property in an amount equal to the Fair Market Value of ET common units that would otherwise be delivered pursuant to the terms of the grant agreement, or a combination thereof as determined by the ET Compensation Committee in its discretion.
Other unit awards outstanding vest as follows:
at a rate of 60% in December 2021 and 40% in December 2023 for awards granted in October and December 2018;
at a rate of 60% in December 2020 and 40% in December 2022 for awards granted in December 2017;
100% in December 2021 for the remaining outstanding portion of awards granted in December 2016; and
100% in December 2020 for the remaining outstanding portion of awards granted in December 2015.
(3)
Market value was computed as the number of unvested awards as of December 31, 2019 multiplied by the closing price of respective common units of ET and Sunoco LP.
Units Vested in 2019
  Unit Awards
Name 
Number of Units
Acquired on Vesting
(#)
 
Value Realized on Vesting
($) (1)
ET Unit Awards:    
Kelcy L. Warren N/A
 $—
Thomas E. Long 55,839
 647,730
Marshall S. (Mackie) McCrea, III 327,520
 3,799,236
Matthew S. Ramsey 110,161
 1,277,868
Thomas P. Mason 85,300
 989,482
Sunoco LP Unit Awards:    
Thomas E. Long 13,326
 401,779
Matthew S. Ramsey 299
 9,033
Thomas P. Mason 13,980
 421,497
(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 applicable common units upon the vesting date.
We have not issued option awards.
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 ET Incentive Plans 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 ET or its general partner; (ii) LE GP, LLC or an affiliate of LE GP, LLC ceases to be the general partner of ET; or (iii) the sale or other disposition, including by liquidation or dissolution, of all or substantially all of the assets of ET in one or more transactions to anyone other than an affiliate of ET.
In addition, as explained in Equity Awards section of our Compensation Discussion and Analysis above, the restricted unit awards and phantom unit awards under the ET Incentive Plans, the Sunoco LP Plan and the 2012 Sunoco LP Plan 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. All awards outstanding to the named executive officers under the ET Incentive Plans, the 2018 Sunoco LP Plan or the 2012 Sunoco LP Plan would be accelerated in the event of a change in control of the Partnership.
The October 2018 equity award to Mr. Long 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 ET Compensation Committee and the compensation committee of the general partner of Sunoco LP, have 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 acceleration of the awards is subject to the applicable provisions of IRC Section 409(A).
In February 2016, Mr. Mason received a one-time special incentive retention bonus in the amount of $6,300,000 (the “Special Bonus”).  The approval of the Special Bonus was conditioned upon entry by Mr. Mason into a Retention Agreement (the “Retention Agreement”) which provided certain requirements for continued employment, including the following requirements that are still in effect: (i) 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 terminates (other than as a result of (x) a termination without cause by ET or by Mr. Mason for Good Reason; (y) his death; or (z) his permanent disability), he will be obligated to remit and repay seventy-five percent (75%) of the Special Bonus; and (ii) 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 terminates (other than as a result of (x) a termination without cause by ET or by Mr. Mason for Good Reason; (y) his death; or (z) his permanent disability), he will be obligated to remit and repay fifty percent (50%) of the Special Bonus.  Mr. Mason 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 ET NQDC Plan (other than discretionary credits) are immediately 100% vested. Upon a change of control (as defined in the ET 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 ET NQDC Plan as any change of control event within the meaning of Treasury Regulation Section 1.409A-3(i)(5).
CEO Pay Ratio
In accordance with Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, set forth below is information about the relationship of the annual total compensation of Mr. Warren, the Chairman and Chief Executive Officer and the annual total compensation of our employees.
For the 2019 calendar year:
The annual total compensation of Mr. Warren, as reported in the Summary Compensation Table of this Item 11 was $6,156; and
For 2019, the median total compensation of the employees supporting ET (other than Mr. Warren) was $124,622, which amount was updated from the 2017 “median employee.”
Based on this information, for 2019 the ratio of the annual total compensation of Mr. Warren to the median of the annual total compensation of the 8,256 employees supporting ETO as of December 31, 2019 was approximately 1 to 20 as Mr. Warren 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 employee premium contributions for health and welfare benefits).
To identify the median of the annual total compensation of the employees supporting ETO, the following steps were taken:
1.It was determined that, as of December 31, 2019, the applicable employee populations consisted of 8,256 with all of the identified individuals being employed in the United States. This population consisted of all of our full-time and part-time employees. We did not engage any independent contractors in 2018 or 2019 that are required to be included in our employee population for the CEO pay ratio evaluation.
2.To identify the “median employee” from our employee population, we compared the total earnings of our employees as reflected in our payroll records as reported on Form W-2 for 2017 and, for 2019, updated the compensation of the “median employee” as reflected in our payroll records as reported on form W-2 for 2019.

3.We identified our median employee using W-2 reporting and applied this compensation measure consistently to all of our employees required to be included in the calculation. We did not make any cost of living adjustments in identifying the “median employee.”
4.Once we identified our median employee, we combined all elements of the employee’s compensation for 2019 resulting in an annual compensation of $124,622. The difference between such employee’s total earnings and the employee’s total compensation represents the estimated value of the employee’s health care benefits (estimated for the employee and such employee’s eligible dependents at $10,989) and the employee’s 401(k) matching contribution and profit sharing contribution (estimated at $6,040 per employee, includes $3,775 per employee on average matching contribution and $2,265 per employee on average profit sharing contribution (employees earning over $175,000 in base are ineligible for profit sharing)).
5.With respect to Mr. Warren, we used the amount reported in the “Total” column of our 2019 Summary Compensation Table under this Item 11.
Director Compensation
In 2019, the compensation arrangements for outside directors included a $100,000 annual retainer for services on the board. If a director served on the ET Audit Committee, such director would receive an annual cash retainer ($15,000 or $25,000 in the case of the quarter endingchairman). If a director served on the ET Compensation Committee, such director would receive an annual cash retainer ($7,500 or $15,000 in the case of the chairman). The fees for membership on the Conflicts Committee are determined on a per instance basis for each committee assignment.
The outside directors of our General Partner are also entitled to an annual restricted unit award under the ET Incentive Plans equal to an aggregate of $100,000 divided by the closing price of ET common units on the date of grant. These ET common units will vest 60% after the third year and the remaining 40% after the fifth year after the grant date. The compensation expense recorded is based on the grant-date market value of the ET common units and is recognized over the vesting period. Distributions are paid during the vesting period.
The compensation paid to the non-employee directors of our General Partner in 2019 is reflected in the following table:
Name 
Fees Paid in Cash(1)
($)
 
Unit Awards(2)
($)
 
All Other Compensation
($)
 
Total
($)
Steven R. Anderson $122,500
 $99,998
 $—
 $222,498
Richard D. Brannon 125,000
 99,998
 —
 224,998
Ray C. Davis 100,000
 99,998
 —
 199,998
Michael K. Grimm 130,000
 99,998
 —
 229,998
Ray W. Washburne (3)
 48,756
 33,125
 —
 81,881
(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 ET common units as of the grant date.
(3)
Mr. Washburne was appointed as a director of our General Partner on April 16, 2019.
As of December 31, 2019, Mr. Anderson had 10,047 unvested ET restricted units outstanding, Mr. Brannon had 19,400 unvested ET restricted units outstanding, Mr. Davis had 10,047 unvested ET restricted units outstanding, Mr. Grimm had 23,136 unvested ET restricted units outstanding and Mr. Washburne had 2,500 unvested ET restricted units outstanding.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED UNITHOLDER MATTERS
Equity Compensation Plan Information
The following table sets forth in tabular format, a summary of our equity plan information as of December 31, 2019:
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: 19,256,727
 —
 6,511,947
Total 19,256,727
 $—
 6,511,947
Energy Transfer LP Units
The following table sets forth certain information as of February 14, 2020, regarding the beneficial ownership of our voting securities by (i) certain beneficial owners of more than 5% of our Common Units, (ii) each director and named executive officer of our General Partner and (iii) all current 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.
Name and Address of
Beneficial Owner (1)
 
Beneficially
Owned (2)
 Percent of Class
Kelcy L. Warren (3)
 252,037,063
 9.4%
Ray C. Davis (4)
 87,891,686
 3.3%
John W. McReynolds (5)
 30,225,200
 1.1%
Thomas E. Long 221,560
 *
Marshall S. (Mackie) McCrea, III 2,087,848
 *
Matthew S. Ramsey 258,213
 *
Thomas P. Mason 598,760
 *
Richard D. Brannon 292,102
 *
Steven R. Anderson (6)
 1,544,598
 *
Michael K. Grimm  (7)
 110,639
 *
James R. Perry —
 *
Ray W. Washburne (8)
 2,110
 *
All Directors and Executive Officers as a group (13 persons) 375,317,978
 14.0%
*Less than 1%
(1)
The address for Mr. Davis is 5950 Sherry Lane, Dallas, Texas 75225. The address for all other listed beneficial owners is 8111 Westchester Drive, Suite 600, Dallas, Texas 75225.
(2)
Beneficial ownership for the purposes of this table is defined by Rule 13d-3 under the Exchange Act of 1934. Under that rule, a person is generally considered to be the beneficial owner of a security if he has or shares the power to vote or direct the voting thereof or to dispose or direct the disposition thereof or has the right to acquire either of those powers within sixty days. The nature of beneficial ownership for all listed persons is direct with sole investment and disposition power unless otherwise noted. The beneficial ownership of each listed person is based on 2,689,897,793 Common Units outstanding in the aggregate as of February 14, 2020.
(3)
Includes 102,693,765 Common Units held by Kelcy Warren Partners, L.P. and 10,244,429 Common Units held by Kelcy Warren Partners II, L.P., the general partners of which are owned by Mr. Warren. Also includes 96,043,757 Common Units

held by Seven Bridges Holdings, LLC, of which Mr. Warren is a member. Also includes 328,383 Common Units attributable to the interest of Mr. Warren in ET Company Ltd and Three Dawaco, Inc., over which Mr. Warren exercises shared voting and dispositive power with Ray Davis. Also includes 601,076 Common Units held by LE GP, LLC. Mr. Warren may be deemed to own Common Units held by LE GP, LLC due to his ownership of 81.2% of its member interests. The voting and disposition of these Common Units is directly controlled by the board of directors of LE GP, LLC. Mr. Warren disclaims beneficial ownership of Common Units owned by LE GP, LLC other than to the extent of his interest in such entity. Also includes 104,166 Common Units held by Mr. Warren’s spouse.
(4)
Includes 51,701 Common Units held by Avatar Holdings LLC, 1,941,721 Common Units held by Avatar BW, Ltd., 28,203,003 Common Units held by Avatar ETC Stock Holdings LLC, 3,557,757 Common Units held by Avatar Investments LP, 121,117 Common Units held by Avatar Stock Holdings, LP and 1,112,069 Common Units held by RCD Stock Holdings, LLC, all of which entities are owned or controlled by Mr. Davis. Also includes 15,987,283 Common Units held by a remainder trust for Mr. Davis’ spouse and 9,536,054 Common Units held by two trusts for the benefit of Mr. Davis’ grandchildren, for which Mr. Davis serves as trustee. Mr. Davis shares voting and dispositive power with his wife with respect to Common Units held directly. Also includes 328,383 Common Units attributable to ET Company Ltd. Mr. Davis is a former executive officer and director of ETO and is currently a director of the general partner of ET, LE GP, LLC.
(5)
Includes 17,445,608 Common Units held by McReynolds Energy Partners L.P. and 12,142,593 Common Units held by McReynolds Equity Partners L.P., the general partners of which are owned by Mr. McReynolds. Mr. McReynolds disclaims beneficial ownership of Common Units owned by such limited partnerships other than to the extent of his interest in such entities.
(6)
Includes 1,544,558 held by Steven R. Anderson Revocable Trust, for which Mr. Anderson serves as trustee.
(7)
Includes 6,660 Units held by two trusts for the benefit of Mr. Grimm’s children, for which Mr. Grimm serves as trustee.
(8)
Includes 2,090 held by Mr. Washburne’s wife.
In connection with the Parent Company Credit Agreement, ET 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 ET’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 ET’s and the other grantors’ tangible and intangible assets.
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
As of December 31, 2019, our interests in ETO consisted of 100% of the general partner interests and 2,453,230,799 ETO common units.
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 ETO, Sunoco LP and USAC, all of which are limited partnerships engaged in diversified energy-related services, and cash flows from the operations of Lake Charles LNG.
Mr. McCrea and Mr. Ramsey, current directors of LE GP, LLC, our general partner, are also directors and executive officers of ETO’s general partner. In addition, Mr. Warren, our Chief Executive Officer and Chairman of our Board of Directors, is also the Chairman and Chief Executive Officer of ETO’s general partner.
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 ET provides that any matter approved by the Conflicts Committee will be conclusively deemed to be fair and reasonable to ET, approved by all the partners of ET and not a breach by the General Partner or its Board of Directors of any duties they may owe ET 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 ETO 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 ETO on behalf of those subsidiaries. All such amounts have been eliminated in 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 (dollars in millions):
 Years Ended December 31,
 2019 2018
Audit fees (1)
$11.6
 $11.6
Audit-related fees0.1
 0.5
Tax fees (2)
—
 0.1
Total$11.7
 $12.2
(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 control over financial reporting.
(2)
Includes fees in 2018 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. All fees paid or expected to be paid to Grant Thornton LLP for fiscal years 2019 and 2018 were pre-approved by the Audit Committee in accordance with this policy.
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.

PART IV
ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following documents are filed as a part of this Report:
Page
(1) Financial Statements – see Index to Financial Statements
F - 1
(2) Financial Statement Schedules – None
(3) Exhibits – see Index to Exhibits
156


ITEM 16. FORM 10-K SUMMARY
None.

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
Description
2.1
Agreement 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)
2.2
Agreement 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)
2.3
Amendment 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. (incorporated by reference to Exhibit 2.2 of Form 8-K, File No. 1-11727, filed December 21, 2016)
2.4
Contribution Agreement, dated as of January 15, 2018, by and among USA Compression Partners, LP, Energy Transfer Partners, L.P., Energy Transfer Partners GP, L.P., ETC Compression, LLC and, solely for certain purposes therein, Energy Transfer Equity, L.P. (incorporated by reference to Exhibit 2.1 to Form 8-K, File No. 1-32740, filed January 16, 2018)
2.5
Purchase Agreement, dated as of January 15, 2018, by and among USA Compression Holdings, LLC, Energy Transfer Equity, L.P., Energy Transfer Partners, L.L.C. and, solely for certain purposes therein, R/C IV USACP Holdings, L.P. and Energy Transfer Partners, L.P. (incorporated by reference to Exhibit 2.2 to Form 8-K, File No. 1-32740, filed January 16, 2018)
2.6
Agreement and Plan of Merger, dated as of August 1, 2018, by and among LE GP, LLC, Energy Transfer Equity, L.P., Streamline Merger Sub, LLC, Energy Transfer Partners, L.L.C. and Energy Transfer Partners, L.P. (incorporated by reference to Exhibit 2.1 of Form 8-K, File No. 1-32740, filed August 3, 2018)
2.7
Agreement and Plan of Merger, dated as of September 15, 2019, by and among Energy Transfer LP, Nautilus Merger Sub LLC and SemGroup Corporation (incorporated by reference to Exhibit 2.1 to the Form 8-K, File No. 1-32740, filed September 16, 2019)
3.1
Certificate 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)
3.1.1
Certificate of Amendment to Certificate of Limited Partnership of Energy Transfer LP (incorporated by reference to Exhibit 3.1 of Form 8-K, File No. 1-32740, filed October 19, 2018)
3.2
Third 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)
3.3
Amendment 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)
3.4
Amendment 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)
3.5
Amendment 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)
3.6
Amendment 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)
3.7
Amendment No. 5 to the Third Amended and Restated Agreement of Limited Partnership of Energy Transfer Equity, L.P., dated as of March 8, 2016 (incorporated by reference to Exhibit 3.1 of Form 8-K, File No. 1-32740, filed March 9, 2016)
3.8
Amendment No. 6 to the Third Amended and Restated Agreement of Limited Partnership of Energy Transfer Equity, L.P., dated as of October 19, 2018 (incorporated by reference to Exhibit 3.2 of Form 8-K, File No.1-32740, filed October 19, 2018 (incorporated by reference to Exhibit 3.2 of Form 8-K, File No. 1-32740, filed October 19, 2018)

Exhibit
Number
Description
3.9
Amendment No. 7 to the Third Amended and Restated Agreement of Limited Partnership of Energy Transfer LP dated as of August 6, 2019 (incorporated by reference to Exhibit 3.10 of Form 10-Q, File No. 1-32740, filed August 8, 2019)
4.1
Indenture, dated September 20, 2010 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 September 20, 2010)
4.2
First 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 4.2 of Form 8-K, File No. 1-32740, filed September 20, 2010)
4.3
Second 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)
4.4
Second 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)
4.5
Fourth 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)
4.6
Fifth 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)
4.7
Sixth 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)
4.8
Seventh 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)
4.9
Eighth Supplemental Indenture dated October 18, 2017 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 October 18th, 2017)
4.10*
Description of Registrant’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 - Description of common units
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+
Amended and Restated Energy Transfer LP Long-Term Incentive Plan (formerly Amended and Restated Energy Transfer Equity, L.P. Long-Term Incentive Plan) (incorporated by reference to 10.1 of Form 10-K, File No. 1-32740, filed February 23, 2018)
10.3+
Second Amended and Restated Energy Transfer LP 2008 Long-Term Incentive Plan (formerly Second Amended and Restated Energy Transfer Partners, L.P. 2008 Long-Term Incentive Plan) (incorporated by reference to Exhibit 4.1 of Form S-8 filed January 31, 2019)
10.4+
Energy Transfer LP 2011 Long-Term Incentive Plan (formerly Regency Energy Partners LP 2011 Long-Term Incentive Plan) (incorporated by reference to Exhibit 4.2 of Form S-8 filed January 31, 2019)
10.5+
Energy Transfer LP 2015 Long-Term Incentive Plan, as amended and restated (formerly Sunoco Partners LLC Long-Term Incentive Plan, as amended and restated) (incorporated by reference to Exhibit 4.3 of Form S-8 filed January 31, 2019)
10.6+
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)
10.7
Registration 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)
10.8
Registration 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)
10.9*+
LE GP, LLC Amended and Restated Outside Director Compensation Policy
10.10
Registration 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)
10.11
Unitholder 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)

Exhibit
Number
Description
10.12
Letter 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)
10.13
Shared Services Agreement dated as of August 26, 2005, by and between Energy Transfer Equity, L.P. and Energy Transfer Partners, L.P. (incorporated by reference to Exhibit 10.30 of Form S-1/A (333-128097) filed December 20, 2005)
10.14
Second 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)
10.15
Third 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)
10.16
Credit Agreement, dated as of March 24, 2017 among Energy Transfer Equity, L.P., Credit Suisse AG, Cayman Islands Branch, as administrative agent, and the other lenders party thereto (incorporated by reference to Exhibit 10.1 of Form 8-K, File No. 1-32740, filed March 30, 2017)
10.17
Class D Unit Agreement (incorporated by reference to Exhibit 10.1 of Form 8-K, File No. 1-32740, filed December 27, 2013)
10.18+
Retention Agreement, by and among Energy Transfer Equity, L.P. and Thomas P. Mason, dated February 24, 2016 (incorporated by reference to Exhibit 10.21 of Form 10-K, File No. 1-32740, filed February 29, 2016)
10.19
Senior 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)
10.20
Equity Restructuring Agreement, dated as of January 15, 2018, by and among Energy Transfer Equity, L.P., USA Compression Partners, LP and USA Compression GP, LLC. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed January 16, 2018)
10.21
Registration Rights Agreement, dated as of April 2, 2018, by and among Energy Transfer Partners, L.P., Energy Transfer Equity, L.P., USA Compression Partners, LP and USA Compression Holdings, LLC. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed April 3, 2018)
10.22+
Amended and Restated Energy Transfer Partners, L.L.C. Annual Bonus Plan (incorporated by reference to Exhibit 10.2 of Form 10-Q, File No. 1-32740, filed August, 9 2018)
10.23+
Energy Transfer LP Annual Bonus Plan (incorporated by reference to Exhibit 10.23 of Form 10-K, File No. 1-32740, filed February 22, 2019)
10.24
Support Agreement, dated September 15, 2019, between Energy Transfer LP, Nautilus Merger Sub LLC, WP SemGroup Holdco LLC and SemGroup Corporation (incorporated by reference to Exhibit 10.1 of Form 8-K, File No. 1-32740, filed September 15, 2019)
10.25
Term Loan Credit Agreement dated as of October 17, 2019 among Energy Transfer Operating, L.P., Toronto Dominion (Texas) LLC, as Administrative Agent, the other lenders party thereto and the other parties named therein (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed October 18, 2019)
10.26
Guaranty dated as of October 17, 2019 between Sunoco Logistics Partners Operations L.P. and Toronto Dominion (Texas) LLC, as Administrative Agent (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed October 18, 2019)
21.1*
List of Subsidiaries
23.1*
Consent of Grant Thornton LLP related to Energy Transfer LP
31.1*
Certification of Chief 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 Chief 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
101*Interactive data files pursuant to Rule 405 of Regulation S-T: (i) our Consolidated Balance Sheets as of December 31, 2019 and December 31, 2018; (ii) our Consolidated Statements of Operations for the years ended December 31, 2019, 2018 and 2017; (iii) our Consolidated Statements of Comprehensive Income for years ended December 31, 2019, 2018 and 2017; (iv) our Consolidated Statement of Equity for the years ended December 31, 2019, 2018 and 2017; and (v) our Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2018 and 2017
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

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


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 LP
By:LE GP, LLC, its general partner
Date:February 21, 2020By:/s/ A. Troy Sturrock
A. Troy Sturrock
Senior Vice President, Controller and Principal Accounting
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 on the dates indicated:
SignatureTitleDate
/s/    Kelcy L. WarrenChief Executive Officer and Chairman of the BoardFebruary 21, 2020
Kelcy L. Warren(Principal Executive Officer)
/s/    Thomas E. LongChief Financial Officer and DirectorFebruary 21, 2020
Thomas E. Long(Principal Financial Officer)
/s/    John W. McReynoldsSpecial Advisor and DirectorFebruary 21, 2020
John W. McReynolds
/s/    Marshall S. McCrea, IIIPresident, Chief Commercial Officer and DirectorFebruary 21, 2020
Marshall S. McCrea, III
/s/    Matthew S. RamseyChief Operating Officer and DirectorFebruary 21, 2020
Matthew S. Ramsey
/s/    A. Troy SturrockSenior Vice President and ControllerFebruary 21, 2020
A. Troy Sturrock(Principal Accounting Officer)
/s/    Steven R. AndersonDirectorFebruary 21, 2020
Steven R. Anderson
/s/    Richard D. BrannonDirectorFebruary 21, 2020
Richard D. Brannon
/s/    Ray C. DavisDirectorFebruary 21, 2020
Ray C. Davis
/s/    Michael K. GrimmDirectorFebruary 21, 2020
Michael K. Grimm
/s/ James R. PerryDirectorFebruary 21, 2020
James R. Perry
/s/ Ray W. WashburneDirectorFebruary 21, 2020
Ray W. Washburne




INDEX TO FINANCIAL STATEMENTS
Energy Transfer LP and Subsidiaries
Page
Report of Independent Registered Public Accounting Firm
F - 2
Consolidated Balance Sheets
F - 5
Consolidated Statements of Operations
F - 7
Consolidated Statements of Comprehensive Income
F - 8
Consolidated Statements of Equity
F - 9
Consolidated Statements of Cash Flows
F - 10
Notes to Consolidated Financial Statements
F - 12



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors of LE GP, LLC and
Unitholders of Energy Transfer LP
Opinion on the financial statements
We have audited the accompanying consolidated balance sheets of Energy Transfer LP (a Delaware limited partnership) and subsidiaries (the “Partnership”) as of December 31, 2019 and thereafter,2018, the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2019, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019, 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) (“PCAOB”), the Partnership’s internal control over financial reporting as of December 31, 2019, 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 21, 2020 expressed an unqualified opinion thereon.
Change in accounting principle
As discussed in Note 2 to the consolidated financial statements, the Partnership has changed its method of accounting for leases due to the adoption of the new leasing standard. The Partnership adopted the new leasing standard by recognizing a cumulative catch-up adjustment to the opening balance sheet as of January 1, 2019.
Basis for opinion
These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on the Partnership’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical audit matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Goodwill Impairment Assessment (Note 2)
Of the $5.2 billion of goodwill on the Partnership’s consolidated balance sheet as of December 31, 2019, approximately $380.0 million is recorded in a reporting unit for which the estimated fair value exceeded the carrying value by less than 20% in the most recent quantitative test. The Partnership engaged third party valuation specialists for the estimation of the fair value of this reporting unit. We identified the estimation of the fair value of the reporting unit as a critical audit matter.

The principal considerations for our determination that the estimation of the fair value of the reporting unit was a critical audit matter are that the extent to which the fair value of the reporting unit exceeds its carrying value is relatively low, the estimate of the future cash flows, including projected growth rates, forecasted costs, discount rates and future market conditions requires a high degree of judgement, and the application of valuation methodologies can be complex.

Our audit procedures related to the estimation of the fair value of the reporting unit included the following procedures, among others. We tested the effectiveness of controls relating to management’s review of the assumptions used to develop the future cash

flows, the reconciliation of cash flows prepared by management to the data used in the third party valuation reports, the discount rates used, and valuation methodologies applied. In addition to testing the effectiveness of controls, we also performed the following:

Compared the actual current results of the relevant reporting unit to the expected performance of that reporting unit based on prior period financial forecasts, as applicable.
Utilized an internal valuation specialist to evaluate:
◦The methodologies used and whether they were acceptable for the underlying assets or operations and being applied correctly by performing independent calculations,
◦The appropriateness of the discount rates by recalculating the weighted average costs of capital, and
◦The qualifications of the third party valuation specialists engaged by the Partnership based on their credentials and experience.
Tested the reasonableness of the projected growth rate and forecasted costs by comparing such items to historical operating results of the relevant reporting unit and by assessing the likelihood or capability of the reporting unit to undertake activities or initiatives underpinning significant drivers of growth in the forecasted period.

SemGroup Acquisition (Note 3)
The Partnership acquired a controlling interest in SemGroup Corporation (“SemGroup”) in December 2019 and the assets acquired and liabilities assumed were required to be estimated and recorded at fair value as of the transaction date, for which the Partnership utilized a third party valuation specialist. We identified the estimation of the fair value of the assets acquired and liabilities assumed in the acquisition of SemGroup as a critical audit matter.

The principal considerations for our determination that the estimation of the fair value of the assets acquired and liabilities assumed in the acquisition of SemGroup was a critical audit matter are that there was a high degree of estimation uncertainty due to significant judgements with respect to the selection of the valuation methodologies applied, the assumptions used to estimate the future revenues and cash flows, including revenue growth rates, forecasted costs, discount rates and future market conditions in the determination of the fair value of the intangible assets acquired, and the estimation of replacement costs of the property, plant and equipment acquired. This required an increased extent of effort when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to the fair value of the assets acquired and liabilities assumed, including the need to involve our fair value specialists.

Our audit procedures responsive to the estimation of the fair value of the assets acquired and liabilities assumed in the acquisition of SemGroup included the following procedures, among others. We tested the effectiveness of controls relating to management’s review of the assumptions used to develop the future revenues and cash flows, the reconciliation of future revenues and cash flows prepared by management to the data used in the third party valuation report, the review of estimated replacement cost of property, plant and equipment as compared to current carrying values, and the valuation methodologies applied. In addition to testing the effectiveness of controls, we also performed the following:

Utilized an internal valuation specialist to evaluate:
◦The methodologies used and whether they were acceptable for the underlying assets or operations and being applied correctly by performing an independent calculation,
◦The appropriateness of the replacement cost of property plant, and equipment, by performing an independent calculation and inspecting the estimated remaining years of service for the underlying assets based on the original acquisition dates and condition of assets,
◦The appropriateness of the discount rate by recalculating the weighted average costs of capital, and
◦The qualifications of the third party valuation specialist engaged by the Partnership based on their credentials and experience.
Tested the revenue growth rates and forecasted costs of SemGroup by comparing such items to the historical operating results of the acquired entity and by assessing the likelihood or capability of the acquired entity to undertake activities or initiatives underpinning significant drivers of growth in the forecasted period.

Environmental Remediation (Note 11)
The Partnership’s operations are subject to increasesextensive federal, tribal, state and local environmental and safety laws and regulations that require expenditures for remediation at current and former facilities. We identified the identification, assessment and estimation of the environmental exposure associated with certain sites of ETC Sunoco Holdings LLC as a critical audit matter.

The principal considerations for our determination that the identification, assessment and estimation of the environmental exposure was a critical audit matter are that there was a high estimation uncertainty due to 6.0the complexity of the actuarial methods utilized, the discount rate applied and the potential for changes in the timing and extent of remediation. This required an increased extent

of effort when performing audit procedures, related to 1.0identification, assessment and estimation of the environmental exposure, including the need to involve actuarial specialists.

Our audit procedures related to the identification, assessment and estimation of the Partnership’s environmental exposure included the following procedures, among others. We tested the effectiveness of controls relating to the identification and review of the historical claims, payments and reserve data provided to the third party actuary specialist and the reconciliation of that data to that used in the actuary report, and the review of the discount rate and actuarial methods applied. In addition to testing the effectiveness of controls, we performed the following procedures:

Utilized an external actuarial specialist to evaluate:
◦The methodologies used and whether they were acceptable for the underlying operations,
◦The qualifications of the third party actuary specialist engaged by the Partnership based on their credentials and experience.
Evaluated the appropriateness of the discount rate used by comparing it to the historical rate of return from the captive insurance company’s investment portfolio used to fund the underlying liabilities, and
Evaluated the life-to-date payments, reserves, and payment patterns by agreeing the historical claims and payment amounts to the underlying claims or general ledger.
/s/ GRANT THORNTON LLP
We have served as the Partnership’s auditor since 2004.
Dallas, Texas
February 21, 2020


ENERGY TRANSFER LP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in millions)
 December 31,
 2019 2018
ASSETS   
Current assets:   
Cash and cash equivalents$291
 $419
Accounts receivable, net5,038
 4,009
Accounts receivable from related companies159
 111
Inventories1,935
 1,677
Income taxes receivable146
 73
Derivative assets23
 111
Other current assets275
 350
Total current assets7,867
 6,750
    
Property, plant and equipment89,790
 79,776
Accumulated depreciation and depletion(15,597) (12,813)
 74,193
 66,963
    
Advances to and investments in unconsolidated affiliates3,460
 2,642
Lease right-of-use assets, net964
 —
Other non-current assets, net1,075
 1,006
Intangible assets, net6,154
 6,000
Goodwill5,167
 4,885
Total assets$98,880
 $88,246


ENERGY TRANSFER LP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in millions)
 December 31,
 2019 2018
LIABILITIES AND EQUITY   
Current liabilities:   
Accounts payable$4,118
 $3,493
Accounts payable to related companies31
 59
Derivative liabilities147
 185
Operating lease current liabilities60
 —
Accrued and other current liabilities3,342
 2,918
Current maturities of long-term debt26
 2,655
Total current liabilities7,724
 9,310
    
Long-term debt, less current maturities51,028
 43,373
Non-current derivative liabilities273
 104
Non-current operating lease liabilities901
 —
Deferred income taxes3,208
 2,926
Other non-current liabilities1,162
 1,184
    
Commitments and contingencies


 


Redeemable noncontrolling interests739
 499
    
Equity:   
Limited Partners:   
Common Unitholders (2,689,580,631 and 2,619,368,605 units authorized, issued and outstanding as of December 31, 2019 and 2018, respectively)21,842
 20,606
General Partner(4) (5)
Accumulated other comprehensive loss(11) (42)
Total partners’ capital21,827
 20,559
Noncontrolling interests12,018
 10,291
Total equity33,845
 30,850
Total liabilities and equity$98,880
 $88,246


ENERGY TRANSFER LP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in millions, except per unit data)
 Years Ended December 31,
 2019 2018 2017
REVENUES:     
Refined product sales$16,752
 $17,458
 $11,166
Crude sales15,917
 14,425
 10,706
NGL sales8,290
 9,986
 7,781
Gathering, transportation and other fees9,086
 6,797
 4,435
Natural gas sales3,295
 4,452
 4,172
Other873
 969
 2,263
Total revenues54,213
 54,087
 40,523
COSTS AND EXPENSES:     
Cost of products sold39,727
 41,658
 30,966
Operating expenses3,294
 3,089
 2,644
Depreciation, depletion and amortization3,147
 2,859
 2,554
Selling, general and administrative694
 702
 599
Impairment losses74
 431
 1,039
Total costs and expenses46,936
 48,739
 37,802
OPERATING INCOME7,277
 5,348
 2,721
OTHER INCOME (EXPENSE):     
Interest expense, net of interest capitalized(2,331) (2,055) (1,922)
Equity in earnings of unconsolidated affiliates302
 344
 144
Impairment of investments in unconsolidated affiliates—
 —
 (313)
Losses on extinguishments of debt(18) (112) (89)
Gains (losses) on interest rate derivatives(241) 47
 (37)
Other, net105
 62
 206
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAX EXPENSE (BENEFIT)5,094
 3,634
 710
Income tax expense (benefit) from continuing operations195
 4
 (1,833)
INCOME FROM CONTINUING OPERATIONS4,899
 3,630
 2,543
Loss from discontinued operations, net of income taxes—
 (265) (177)
NET INCOME4,899
 3,365
 2,366
Less: Net income attributable to noncontrolling interests1,256
 1,632
 1,412
Less: Net income attributable to redeemable noncontrolling interests51
 39
 —
NET INCOME ATTRIBUTABLE TO PARTNERS3,592
 1,694
 954
ET Series A Convertible Preferred Unitholders’ interest in net income—
 33
 37
General Partner’s interest in net income4
 3
 2
Limited Partners’ interest in net income$3,588
 $1,658
 $915
INCOME FROM CONTINUING OPERATIONS PER LIMITED PARTNER UNIT:     
Basic$1.37
 $1.17
 $0.86
Diluted$1.36
 $1.16
 $0.84
NET INCOME PER LIMITED PARTNER UNIT:     
Basic$1.37
 $1.16
 $0.85
Diluted$1.36
 $1.15
 $0.83

ENERGY TRANSFER LP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in millions)
 Years Ended December 31,
 2019 2018 2017
Net income$4,899
 $3,365
 $2,366
Other comprehensive income (loss), net of tax:     
Change in value of available-for-sale securities11
 (4) 6
Actuarial gain (loss) relating to pension and other postretirement benefits24
 (43) (12)
Foreign currency translation adjustment6
 —
 —
Change in other comprehensive income from unconsolidated affiliates(10) 4
 1
 31
 (43) (5)
Comprehensive income4,930
 3,322
 2,361
Less: Comprehensive income attributable to noncontrolling interests1,256
 1,632
 1,407
Less: Comprehensive income attributable to redeemable noncontrolling interests51
 39
 —
Comprehensive income attributable to partners$3,623
 $1,651
 $954





































ENERGY TRANSFER LP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
(Dollars in millions)
 Series A Convertible Preferred Units 
Common
Unitholders
 
General
Partner
 
Accumulated
Other
Comprehensive
Loss
 
Non-
controlling
Interest
 Total
Balance, December 31, 2016$180
 $(1,871) $(3) $—
 $24,125
 $22,431
Distributions to partners—
 (1,008) (2) —
 —
 (1,010)
Distributions to noncontrolling interests—
 —
 —
 —
 (2,999) (2,999)
Distributions reinvested234
 (234) —
 —
 —
 —
Common units issued for cash—
 568
 —
 —
 —
 568
Subsidiary units issued for cash(1) (55) —
 —
 3,291
 3,235
Capital contributions from noncontrolling interests—
 —
 —
 —
 2,202
 2,202
Sale of Bakken pipeline interest—
 42
 —
 —
 1,958
 2,000
Sale of Rover pipeline interest—
 2
 —
 —
 1,476
 1,478
Acquisition of PennTex noncontrolling interest—
 (2) —
 —
 (278) (280)
Other comprehensive loss, net of tax—
 —
 —
 —
 (5) (5)
Other, net—
 —
 —
 —
 (6) (6)
Net income37
 915
 2
 —
 1,412
 2,366
Balance, December 31, 2017450
 (1,643) (3) —
 31,176
 29,980
Distributions to partners—
 (1,681) (3) —
 —
 (1,684)
Distributions to noncontrolling interests—
 —
 —
 —
 (3,117) (3,117)
Distributions reinvested115
 (115) —
 —
 


 —
Subsidiary units repurchased(7) (119) —
 —
 102
 (24)
Subsidiary units issued—
 1
 —
 —
 923
 924
Energy Transfer Merger—
 21,869
 —
 —
 (21,869) —
Capital contributions from noncontrolling interests—
 —
 —
 —
 649
 649
Cumulative effect adjustment due to change in accounting principle—
 —
 —
 —
 (54) (54)
Acquisition of USAC noncontrolling interest—
 —
 —
 —
 832
 832
ET Series A Convertible Preferred Units conversion(589) 589
 —
 —
 —
 —
Other comprehensive loss, net of tax—
 —
 —
 (43) —
 (43)
Other, net(2) 47
 (2) 1
 17
 61
Net income, excluding amounts attributable to redeemable noncontrolling interests33
 1,658
 3
 —
 1,632
 3,326
Balance, December 31, 2018—
 20,606
 (5) (42) 10,291
 30,850
Distributions to partners—
 (3,051) (3) —
 —
 (3,054)
Distributions to noncontrolling interests—
 —
 —
 —
 (1,597) (1,597)
Common units repurchased—
 (25) —
 —
 —
 (25)
Subsidiary units issued—
 —
 —
 —
 780
 780
Capital contributions from noncontrolling interests—
 —
 —
 —
 348
 348
Sale of noncontrolling interest in subsidiary—
 —
 —
 —
 93
 93
SemGroup Acquisition—
 652
 —
 —
 819
 1,471
Other comprehensive income, net of tax—
 —
 —
 31
 —
 31
Other, net—
 72
 —
 —
 28
 100
Net income, excluding amounts attributable to redeemable noncontrolling interests—
 3,588
 4
 —
 1,256
 4,848
Balance, December 31, 2019$—
 $21,842
 $(4) $(11) $12,018
 $33,845

ENERGY TRANSFER LP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in millions)
 Years Ended December 31,
 2019 2018 2017
OPERATING ACTIVITIES:     
Net income$4,899
 $3,365
 $2,366
Reconciliation of net income to net cash provided by operating activities:     
Loss from discontinued operations—
 265
 177
Depreciation, depletion and amortization3,147
 2,859
 2,554
Deferred income taxes217
 (7) (1,871)
Inventory valuation adjustments(79) 85
 (24)
Non-cash compensation expense113
 105
 99
Impairment losses74
 431
 1,039
Impairment of investments in unconsolidated affiliates—
 —
 313
Losses on extinguishment of debt18
 112
 89
Distributions on unvested awards(38) (38) (35)
Equity in earnings of unconsolidated affiliates(302) (344) (144)
Distributions from unconsolidated affiliates290
 328
 297
Other non-cash182
 56
 (239)
Net change in operating assets and liabilities, net of effects of acquisitions(518) 289
 (192)
Net cash provided by operating activities8,003
 7,506
 4,429
INVESTING ACTIVITIES:     
Cash proceeds from sale of noncontrolling interest in subsidiary93
 —
 —
Cash received in USAC acquisition, net of cash paid—
 461
 —
Cash proceeds from Bakken pipeline transaction—
 —
 2,000
Cash proceeds from Rover pipeline transaction—
 —
 1,478
Cash paid for SemGroup Acquisition, net of cash received(787) —
 —
Cash paid for acquisition of PennTex noncontrolling interest—
 —
 (280)
Cash paid for all other acquisitions(7) (429) (303)
Capital expenditures, excluding allowance for equity funds used during construction(5,960) (7,407) (8,444)
Contributions in aid of construction costs80
 109
 31
Contributions to unconsolidated affiliates(523) (26) (268)
Distributions from unconsolidated affiliates in excess of cumulative earnings98
 69
 135
Proceeds from the sale of assets54
 87
 48
Other18
 61
 (3)
Net cash used in investing activities(6,934) (7,075) (5,606)
      

FINANCING ACTIVITIES:     
Proceeds from borrowings22,583
 29,001
 31,608
Repayments of debt(20,101) (28,948) (31,268)
Repayments of notes payable to related party—
 —
 (255)
Common units issued for cash—
 —
 568
Subsidiary units issued for cash780
 1,402
 3,235
Capital contributions from noncontrolling interests348
 649
 1,214
Distributions to partners(3,054) (1,684) (1,010)
Distributions to noncontrolling interests(1,597) (3,117) (2,961)
Distributions to redeemable noncontrolling interests—
 (24) —
Common units repurchased under buyback program(25) —
 —
Subsidiary units repurchased—
 (24) —
Redemption of preferred units—
 —
 (53)
Debt issuance costs(117) (171) (131)
Other(14) (166) 6
Net cash provided by (used in) financing activities(1,197) (3,082) 953
DISCONTINUED OPERATIONS:     
Operating activities—
 (484) 136
Investing activities—
 3,207
 (38)
Changes in cash included in current assets held for sale—
 11
 (5)
Net increase in cash and cash equivalents of discontinued operations—
 2,734
 93
Increase (decrease) in cash and cash equivalents(128) 83
 (131)
Cash and cash equivalents, beginning of period419
 336
 467
Cash and cash equivalents, end of period$291
 $419
 $336

ENERGY TRANSFER LP 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:
The consolidated financial statements presented herein contain the results of Energy Transfer LP and its subsidiaries (the “Partnership,” “we,” “us,” “our” or “ET”). References to the “Parent Company” mean Energy Transfer LP on a stand-alone basis.
In October 2018, we completed the merger of ETO with a wholly-owned subsidiary of ET in a unit-for-unit exchange (the “Energy Transfer Merger”). In connection with certain specified acquisitions in excessthe transaction, the former common unitholders (other than ET and its subsidiaries) received 1.28 common units of $50 million, as permittedET for each common unit of ETO they owned. Following the closing of the Energy Transfer Merger, Energy Transfer Partners, L.P. was renamed Energy Transfer Operating, L.P. In addition, Energy Transfer Equity, L.P. was renamed Energy Transfer LP, and its common units began trading on the NYSE under the Credit Facilities.  Indebtedness under“ET” ticker symbol on Friday, October 19, 2018.
Immediately prior to the Credit Facilities is secured by a securityclosing of the Energy Transfer Merger, the following also occurred:
the IDRs in Energy Transfer Partners, L.P. were converted into 1,168,205,710 common units;
the general partner interest in among other things, allETO was converted to a non-economic general partner interest and ETO issued 18,448,341 ETO common units to ETP GP;
ET contributed its 2,263,158 Sunoco LP common units to ETO in exchange for 2,874,275 ETO common units and 100 percent of the limited liability company interests in Sunoco GP LLC, the sole general partner of Sunoco LP’s present and future personal propertyLP, and all of the presentIDRs in Sunoco LP, to ETO in exchange for 42,812,389 ETO common units;
ET contributed its 12,466,912 common units representing limited partner interests in USAC and 100 percent of the limited liability company interests in USA Compression GP, LLC, the general partner of USAC, to ETO in exchange for 16,134,903 ETO common units; and
ET contributed its 100 percent limited liability company interest in Lake Charles LNG and a 60 percent limited liability company interest in each of Energy Transfer LNG Export, LLC, ET Crude Oil Terminals, LLC and ETC Illinois LLC (collectively, “Lake Charles LNG and Other”) to ETO in exchange for 37,557,815 ETO common units.
Subsequent to the Energy Transfer Merger, substantially all of the Partnership’s cash flows are derived from distributions related to its investment in ETO, whose cash flows are derived from its subsidiaries, including ETO’s investments in Sunoco LP and USAC. 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 ET’s subsidiaries.
Our financial statements reflect the following reportable segments:
•intrastate transportation and storage;
•interstate transportation and storage;
•midstream;
•NGL and refined products transportation and services;
•crude oil transportation and services;
•investment in Sunoco LP;
•investment in USAC; and
•corporate and other, including the following:
activities of the Parent Company; and
certain operations and investments that are not separately reflected as reportable segments.
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 owns and operates intrastate natural gas pipeline systems and storage facilities 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 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.
The Partnership owns a controlling interest in Sunoco LP which is engaged in the wholesale distribution of motor fuels to convenience stores, independent dealers, commercial customers, and distributors, as well as the retail sale of motor fuels and merchandise through Sunoco LP operated convenience stores and retail fuel sites. As of December 31, 2019, our interest in Sunoco LP consisted of 100% of the general partner and IDRs, as well as 28.5 million common units.
The Partnership owns a controlling interest in USAC which provides compression services to producers, processors, gatherers and transporters of natural gas and crude oil. As of December 31, 2019, our interest in USAC consisted of 100% of the general partner and 46.1 million common units.
Basis of Presentation. The consolidated financial statements of Energy Transfer LP presented herein for the years ended December 31, 2019, 2018 and 2017, 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.
The consolidated financial statements of ET presented herein include the results of operations of:
the Parent Company;
our controlled subsidiary, Energy Transfer Operating, L.P.; and
Energy Transfer Partners GP, L.P. (“ETP GP”), the general partner of ETO, and Energy Transfer Partners, L.L.C. (“ETP LLC”), the general partner of ETP GP.
For prior periods herein, certain balances have been reclassified to assets and liabilities held for sale and certain revenues and expenses to discontinued operations. These reclassifications had no impact on net income or total equity.
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.
Lease Accounting
In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), which has amended the FASB Accounting Standards Codification (“ASC”) and introduced Topic 842, Leases. On January 1, 2019, the Partnership has adopted ASC Topic 842 (“Topic 842”), which is effective for interim and annual reporting periods beginning on or after December 15, 2018. Topic 842 requires entities to recognize lease assets

and liabilities on the balance sheet for all leases with a term of more than one year, including operating leases, which historically were not recorded on the balance sheet in accordance with the prior standard.
To adopt Topic 842, the Partnership recognized a cumulative catch-up adjustment to the opening balance sheet as of January 1, 2019 related to certain leases that existed as of that date. As permitted, we have not retrospectively modified our consolidated financial statements for comparative purposes. The adoption of the standard had a material impact on our consolidated balance sheet, but did not have an impact on our consolidated statements of operations, comprehensive income or cash flows. As a result of adoption, we have recorded additional net right-of-use (“ROU”) lease assets and lease liabilities of approximately $888 million and $888 million, respectively, as of January 1, 2019. In addition, we have updated our business processes, systems, and internal controls to support the on-going reporting requirements under the new standard.
To adopt Topic 842, the Partnership elected the package of practical expedients permitted under the transition guidance within the standard. The expedient package allowed us not to reassess whether existing contracts contained a lease, the lease classification of existing leases and initial direct cost for existing leases. In addition to the package of practical expedients, the Partnership has elected not to capitalize amounts pertaining to leases with terms less than twelve months, to use the portfolio approach to determine discount rates, not to separate non-lease components from lease components and not to apply the use of hindsight to the active lease population.
Cumulative-effect adjustments made to the opening balance sheet at January 1, 2019 were as follows:
 Balance at December 31, 2018, as previously reported Adjustments due to Topic 842 (Leases) Balance at January 1, 2019
Assets:     
Property, plant and equipment, net$66,963
 $(1) $66,962
Lease right-of-use assets, net—
 889
 889
Liabilities:     
Operating lease current liabilities$—
 $71
 $71
Accrued and other current liabilities2,918
 (1) 2,917
Current maturities of long-term debt2,655
 1
 2,656
Long-term debt, less current maturities43,373
 6
 43,379
Non-current operating lease liabilities—
 823
 823
Other non-current liabilities1,184
 (12) 1,172
Additional disclosures related to lease accounting are included in Note 13.
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 the 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) included in cash flows from operating activities is comprised as follows:
 Years Ended December 31,
 2019 2018 2017
Accounts receivable$(473) $541
 $(948)
Accounts receivable from related companies(69) 162
 24
Inventories(117) 282
 58
Other current assets117
 7
 38
Other non-current assets, net(78) (92) 84
Accounts payable146
 (766) 712
Accounts payable to related companies(32) (202) (178)
Accrued and other current liabilities(44) 382
 (97)
Other non-current liabilities(186) 28
 106
Derivative assets and liabilities, net218
 (53) 9
Net change in operating assets and liabilities, net of effects of acquisitions$(518) $289
 $(192)

Non-cash investing and financing activities and supplemental cash flow information are as follows:
 Years Ended December 31,
 2019 2018 2017
NON-CASH INVESTING ACTIVITIES:     
Accrued capital expenditures$1,334
 $1,030
 $1,060
Lease assets obtained in exchange for new lease liabilities68
 —
 —
Net losses from subsidiary common unit transactions—
 (126) (56)
NON-CASH FINANCING ACTIVITIES:     
Contribution of assets from noncontrolling interests$—
 $—
 $988
SUPPLEMENTAL CASH FLOW INFORMATION:     
Cash paid for interest, net of interest capitalized$1,932
 $1,870
 $1,914
Cash paid for income taxes31
 508
 50

Accounts Receivable
Our 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.
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 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. 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.
Inventories
Inventories consist principally of natural gas held in storage, NGLs and refined products, crude oil and spare parts, all of which are valued at the lower of cost or net realizable value utilizing the weighted-average cost method.
Inventories consisted of the following:
 December 31,
 2019 2018
Natural gas, NGLs and refined products (1)
$833
 $833
Crude oil654
 506
Spare parts and other448
 338
Total inventories$1,935
 $1,677

(1)
Due to changes in fuel prices, Sunoco LP recorded a write-down on the value of its fuel inventory of $85 million as of December 31, 2018.
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,
 2019 2018
Deposits paid to vendors$95
 $141
Prepaid expenses and other180
 209
Total other current assets$275
 $350

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 2019, USAC recognized a $6 million fixed asset impairment related to certain idle compressor assets. Sunoco LP recognized a $47 million write-down on assets held for sale related to its ethanol plant in Fulton, New York.
In 2018, USAC recognized a $9 million fixed asset impairment related to certain idle compressor assets.

In 2017, the Partnership recorded a $127 million fixed asset impairment related to Sea Robin primarily due to a reduction in expected future personal propertycash flows due to an increase during 2017 in insurance costs related to offshore assets.
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 its guarantors,our revolving credit facilities 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 stockinvested in construction work-in-process. AFUDC is segregated into two component parts – borrowed funds and equity funds.
Components and useful lives of its material subsidiaries (or 66%property, plant and equipment were as follows:
 December 31,
 2019 2018
Land and improvements$1,264
 $1,168
Buildings and improvements (1 to 45 years)2,632
 2,664
Pipelines and equipment (5 to 83 years)64,678
 58,783
Product storage and related facilities (2 to 83 years)5,898
 4,978
Right of way (20 to 83 years)4,859
 4,533
Other (1 to 48 years)1,964
 1,583
Construction work-in-process8,495
 6,067
 89,790
 79,776
Less – Accumulated depreciation and depletion(15,597) (12,813)
Property, plant and equipment, net$74,193
 $66,963

We recognized the following amounts for the periods presented:
 Years Ended December 31,
 2019 2018 2017
Depreciation, depletion and amortization expense$2,839
 $2,538
 $2,204
Capitalized interest166
 294
 286

Advances to and Investments in Unconsolidated Affiliates
We own interests in a number of related businesses that are accounted for by the capital stockequity method. In general, we use the equity method of material foreign subsidiaries),accounting for an investment for which we exercise significant influence over, but do not control, the investee’s operating and any intercompany debt. Upon the first achievement by Sunoco LPfinancial policies. An impairment of an investment gradein an unconsolidated affiliate is recognized when circumstances indicate that a decline in the investment value is other than temporary.
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,
 2019 2018
Regulatory assets$42
 $43
Pension assets84
 68
Deferred charges178
 173
Restricted funds178
 178
Other593
 544
Total other non-current assets, net$1,075
 $1,006

Restricted funds include an immaterial amount of restricted cash primarily 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, 2019 December 31, 2018
 
Gross Carrying
Amount
 
Accumulated
Amortization
 
Gross Carrying
Amount
 
Accumulated
Amortization
Amortizable intangible assets:       
Customer relationships, contracts and agreements (3 to 46 years)$7,535
 $(1,743) $7,106
 $(1,493)
Patents (10 years)48
 (35) 48
 (30)
Trade names (20 years)66
 (31) 66
 (28)
Other (5 to 20 years)19
 (12) 33
 (9)
Total amortizable intangible assets7,668
 (1,821) 7,253
 (1,560)
Non-amortizable intangible assets:       
Trademarks295
 —
 295
 —
Other12
 —
 12
 —
Total non-amortizable intangible assets307
 —
 307
 —
Total intangible assets$7,975
 $(1,821) $7,560
 $(1,560)

Aggregate amortization expense of intangible assets was as follows:
 Years Ended December 31,
 2019 2018 2017
Reported in depreciation, depletion and amortization expense$308
 $321
 $344

Estimated aggregate amortization expense of intangible assets for the next five years was as follows:
Years Ending December 31: 
2020$394
2021390
2022360
2023320
2024307

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.
Sunoco LP performed impairment tests on its indefinite-lived intangible assets during the fourth quarter of 2018 and recognized a $30 million impairment charge on its contractual rights primarily due to decreases in projected future revenues and cash flows from the date the intangible assets were originally recorded.
Sunoco LP performed impairment tests on its indefinite-lived intangible assets during the fourth quarter of 2017 and recognized a total of $17 million in impairment charges on their contractual rights and liquor licenses primarily due to decreases in projected future revenues and cash flows from the date the intangible assets were originally recorded.

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 NGL and Refined Products Transportation and Services Crude Oil Transportation and Services Investment in Sunoco LP Investment in USAC All Other Total
Balance, December 31, 2017$10
 $196
 $870
 $693
 $1,167
 $1,430
 $—
 $402
 $4,768
Acquired—
 —
 —
 —
 —
 129
 366
 —
 495
CDM Contribution—
 —
 —
 —
 —
 —
 253
 (253) —
Impaired—
 —
 (378) —
 —
 —
 —
 —
 (378)
Other—
 —
 —
 —
 —
 —
 —
 —
 —
Balance, December 31, 201810
 196
 492
 693
 1,167
 1,559
 619
 149
 4,885
Acquired—
 42
 —
 —
 230
 —
 —
 35
 307
Impaired—
 (12) (9) —
 —
 —
 —
 —
 (21)
Other—
 —
 —
 —
 —
 (4) —
 —
 (4)
Balance, December 31, 2019$10
 $226
 $483
 $693
 $1,397
 $1,555
 $619
 $184
 $5,167

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 2019, $265 million goodwill was recorded in conjunction with the acquisition of SemGroup.
During the third quarter of 2019, the Partnership recognized a goodwill impairment of $12 million related to the Southwest Gas operations within the interstate segment primarily due to decreases in projected future revenues and cash flows. During the fourth quarter of 2019, the Partnership recognized a goodwill impairment of $9 million related to our North Central operations within the midstream segment primarily due to changes in assumptions related to projected future revenues and cash flows.
During the fourth quarter of 2018, the Partnership recognized goodwill impairments of $378 million related to our Northeast operations within the midstream segment primarily due to changes in assumptions related to projected future revenues and cash flows from the dates the goodwill was originally recorded. These changes in assumptions reflect delays in the construction of third-party takeaway capacity in the Northeast.
During the fourth quarter of 2017, the Partnership recognized goodwill impairments of $262 million in the interstate transportation and storage segment, $79 million in the NGL and refined products transportation and services segment and $452 million in the all other segment primarily due to changes in assumptions related to projected future revenues and cash flows from the dates the goodwill was originally recorded. Sunoco LP recognized goodwill impairments of $387 million, of which $102 million was allocated to continuing operations,primarily due to changes in assumptions related to projected future revenues and cash flows from the dates the goodwill was originally recorded.
In connection with aforementioned impairments, 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.
Management does not believe that any of the goodwill balances in its reporting units is currently at significant risk of impairment; however, of the $5.17 billion of goodwill on the Partnership’s consolidated balance sheet as of December 31, 2019, approximately $380 million is recorded in reporting units for which the estimated fair value exceeded the carrying value by less than 20% in the most recent quantitative test.
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 ARO in the periods in which management can reasonably estimate the settlement dates.
Except for certain amounts discussed below, management was not able to reasonably measure the fair value of AROs as of December 31, 2019 and 2018, 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. ETC Sunoco has legal AROs 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, ETC Sunoco is legally or contractually required to abandon in place or remove the asset. We believe we may have additional AROs related to ETC Sunoco’s pipeline assets and storage tanks, for which it is not possible to estimate whether or when the AROs will be settled. Consequently, these AROs cannot be measured at this time. Sunoco LP has AROs related to the estimated future cost to remove underground storage tanks.
As of December 31, 2019 and 2018, other non-current liabilities in the Partnership’s consolidated balance sheets included AROs of $247 million and $193 million, respectively. For the years ended December 31, 2019, 2018 and 2017 aggregate accretion expense related to AROs was $5 million, $13 million and $9 million, respectively.
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.
Other non-current assets on the Partnership’s consolidated balance sheet included $31 million and $26 million of legally restricted funds for the purpose of settling AROs as of December 31, 2019 and 2018, respectively.

Accrued and Other Current Liabilities
Accrued and other current liabilities consisted of the following:
 December 31,
 2019 2018
Interest payable$579
 $571
Customer advances and deposits123
 128
Accrued capital expenditures1,334
 1,030
Accrued wages and benefits217
 283
Taxes payable other than income taxes263
 256
Exchanges payable67
 112
Other759
 538
Total accrued and other current liabilities$3,342
 $2,918

Deposits or advances are received from our customers as prepayments for natural gas deliveries in the following month. Prepayments and security deposits may be required when customers exceed their credit limits or do not qualify for open credit.
Redeemable Noncontrolling Interests
Our redeemable noncontrolling interests relate to certain preferred unitholders of one of our consolidated subsidiaries that have the option to convert their preferred units to such subsidiary’s common units at the election of the holders and the noncontrolling interest holders in one of our consolidated subsidiaries that have the option to sell their interests to us. In accordance with applicable accounting guidance, the noncontrolling interest is excluded from total equity and reflected as redeemable noncontrolling interests on our consolidated balance sheet. See Note 7 for further information.
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, 2019 was $54.79 billion and $51.05 billion, respectively. As of December 31, 2018, the aggregate fair value and carrying amount of our debt obligations was $45.06 billion and $46.03 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. During the year ended December 31, 2019, 0 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, 2019 and 2018 based on inputs used to derive their fair values:
 Fair Value Total Fair Value Measurements at December 31, 2019
 Level 1 Level 2
Assets:     
Commodity derivatives:     
Natural Gas:     
Basis Swaps IFERC/NYMEX$17
 $17
 $—
Swing Swaps IFERC1
 —
 1
Fixed Swaps/Futures65
 65
 —
Forward Physical Contracts3
 —
 3
Power:     
Forwards11
 —
 11
Futures4
 4
 —
Options – Puts1
 1
 —
Options – Calls1
 1
 —
NGLs – Forwards/Swaps260
 260
 —
Refined Products – Futures8
 8
 —
Crude – Forwards/Swaps13
 13
 —
Total commodity derivatives384
 369
 15
Other non-current assets31
 20
 11
Total assets$415
 $389
 $26
Liabilities:     
Interest rate derivatives$(399) $—
 $(399)
Commodity derivatives:     
Natural Gas:     
Basis Swaps IFERC/NYMEX(49) (49) —
Swing Swaps IFERC(1) —
 (1)
Fixed Swaps/Futures(43) (43) —
Power:     
Forwards(5) —
 (5)
Futures(3) (3) —
NGLs – Forwards/Swaps(278) (278) —
Refined Products – Futures(10) (10) —
Total commodity derivatives(389) (383) (6)
Total liabilities$(788) $(383) $(405)

 Fair Value Total Fair Value Measurements at December 31, 2018
 Level 1 Level 2
Assets:     
Commodity derivatives:     
Natural Gas:     
Basis Swaps IFERC/NYMEX$42
 $42
 $—
Swing Swaps IFERC52
 8
 44
Fixed Swaps/Futures97
 97
 —
Forward Physical Contracts20
 —
 20
Power:     
Power – Forwards48
 —
 48
Futures1
 1
 —
Options – Calls1
 1
 —
NGLs – Forwards/Swaps291
 291
 —
Refined Products – Futures7
 7
 —
Crude - Forwards/Swaps1
 1
 —
Total commodity derivatives560
 448
 112
Other non-current assets26
 17
 9
Total assets$586
 $465
 $121
Liabilities:     
Interest rate derivatives$(163) $—
 $(163)
Commodity derivatives:     
Natural Gas:     
Basis Swaps IFERC/NYMEX(91) (91) —
Swing Swaps IFERC(40) —
 (40)
Fixed Swaps/Futures(88) (88) —
Forward Physical Contracts(21) —
 (21)
Power:     
Forwards(42) —
 (42)
Futures(1) (1) —
NGLs – Forwards/Swaps(224) (224) —
Refined Products – Futures(15) (15) —
Crude - Forwards/Swaps(61) (61) —
Total commodity derivatives(583) (480) (103)
Total liabilities$(746) $(480) $(266)

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
Cost 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. Excise taxes collected by Sunoco LP’s retail locations where Sunoco LP holds the inventory were $386 million, $370 million and $234 million for the years ended December 31, 2019, 2018 and 2017, 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 interests are adjusted as a change in partners’ capital.
Income Taxes
ET 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 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 Internal Revenue Service (“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, ET would be taxed as a corporation for federal and state income tax purposes. For the years ended December 31, 2019, 2018 and 2017, 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, Inland Corporation, Sunoco Property Company LLC and Aloha. 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.
In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. The amendments in this update improve the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements. In addition, the amendments in this update make certain targeted improvements to simplify the application of the hedge accounting guidance in current GAAP. The Partnership adopted the new rules in the first quarter of 2019, and the adoption of the new accounting rules did not have a material impact on the consolidated financial statements and related disclosures.
Non-Cash 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 the underlying 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 the underlying 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
The Partnership recognizes 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. Changes in the funded status of the plan are recorded 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.

3.
ACQUISITIONS, DIVESTITURES AND RELATED TRANSACTIONS:
2019 and 2020 Transactions
SemGroup Acquisition andET Contribution of SemGroup Assets to ETO
On December 5, 2019, ET completed the acquisition of SemGroup pursuant to the terms of the Agreement and Plan of Merger, dated as of September 15, 2019 (the “Merger Agreement”). Under the terms of the Merger Agreement, a wholly owned subsidiary of ET merged with and into SemGroup (the “SemGroup Transaction”), with SemGroup surviving the Merger. At the effective time of the SemGroup Transaction on December 5, 2019, each share of class A common stock, par value $0.01 per share, of SemGroup issued and outstanding immediately prior to the effective time was converted into the right to receive (i) $6.80 in cash, without interest, and (ii) 0.7275 ET Common Units representing limited partner interests in ET. Each share of Series A Cumulative Perpetual Convertible Preferred Stock, par value $0.01 per share, of SemGroup that was issued and outstanding as of immediately prior to the effective time was redeemed by SemGroup for cash at a price per share equal to 101% of the liquidation preference.
During the first quarter of 2020, ET contributed certain SemGroup assets to ETO through sale and contribution transactions.
Summary of Assets Acquired and Liabilities Assumed
The SemGroup merger was recorded 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 purchase price allocation below is preliminary, as management is currently evaluating certain tax-related assumptions.
The total purchase price was allocated as follows:
 At December 5, 2019
Total current assets$794
Property, plant and equipment3,914
Other non-current assets623
Goodwill(1)
265
Intangible assets460
Total assets6,056
  
Total current liabilities629
Long-term debt, less current maturities (2)
2,576
Other non-current liabilities196
SemCAMS Preferred shares241
Total liabilities3,642
  
Noncontrolling interest822
  
Total consideration (3)
1,592
Cash received(4)
153
Total consideration, net of cash received$1,439
(1)
None of the goodwill is expected to be deductible for tax purposes. Goodwill recognized from the business combination primarily relates to the value attributed to additional growth opportunities, synergies and operating leverage within SemGroup’s operations.
(2)
Long-term debt at December 5, 2019 includes SemGroup senior notes with an aggregate principal amount of $1.375 billion and SemGroup subsidiary debt of $593 million, all of which were redeemed in total in December 2019, subsequent to the close of the SemGroup Transaction, utilizing proceeds from an intercompany promissory note from ETO.
(3)
Total consideration includes (i) cash paid to SemGroup shareholders, (ii) fair value of ET Common Units issued in the acquisition and (iii) cash paid to redeem SemGroup’s preferred shares.

(4)
Cash received represents cash and cash equivalents held by SemGroup as of the acquisition date.
The fair values of the assets acquired and liabilities assumed were determined using various valuation techniques, including the income and market approaches.
2018 Transactions
ET Contribution of Assets to ETO
Immediately prior to the closing of the Energy Transfer Merger discussed in Note 1, ET contributed the following to ETO:
•
2,263,158 common units representing limited partner interests in Sunoco LP to ETO in exchange for 2,874,275 ETO common units;
•
100 percent of the limited liability company interests in Sunoco GP LLC, the sole general partner of Sunoco LP, and all of the IDRs in Sunoco LP, to ETO in exchange for 42,812,389 ETO common units;
•
12,466,912 common units representing limited partner interests in USAC and 100 percent of the limited liability company interests in USA Compression GP, LLC, the general partner of USAC, to ETO in exchange for 16,134,903 ETO common units; and
•
a 100 percent limited liability company interest in Lake Charles LNG and a 60 percent limited liability company interest in each of Energy Transfer LNG Export, LLC, ET Crude Oil Terminals, LLC and ETC Illinois LLC to ETO in exchange for 37,557,815 ETO common units.
USAC Acquisition
On April 2, 2018, ET acquired a controlling interest in USAC, a publicly traded partnership that provides compression services in the United States. Specifically the Partnership acquired (i) all of the outstanding limited liability company interests in USA Compression GP, LLC (“USAC GP”), the general partner of USAC, and (ii) 12,466,912 USAC common units representing limited partner interests in USAC for cash consideration equal to $250 million (the “USAC Transaction”). Concurrently, USAC cancelled its IDRs and converted its economic general partner interest into a non-economic general partner interest in exchange for the issuance of 8,000,000 USAC common units to USAC GP.
Concurrent with these transactions, ETO contributed to USAC all of the issued and outstanding membership interests of CDM for aggregate consideration of approximately $1.7 billion, consisting of (i) 19,191,351 USAC common units, (ii) 6,397,965 units of a newly authorized and established class of units representing limited partner interests in USAC (“USAC Class B Units”) and (iii) $1.23 billion in cash, including customary closing adjustments (the “CDM Contribution”). The USAC Class B Units are a new class of partnership interests of USAC that have substantially all of the rights and obligations of a USAC common unit, except the USAC Class B Units will not participate in distributions for the first four quarters following the closing date of April 2, 2018. Each USAC Class B Unit will automatically convert into one USAC common unit on the first business day following the record date attributable to the quarter ending June 30, 2019.
Prior to the USAC acquisition, the CDM entities were indirect wholly-owned subsidiaries of ETO. Beginning April 2018,
ETE’s consolidated financial statements reflected USAC as a consolidated subsidiary.

Summary of Assets Acquired and Liabilities Assumed
The USAC Transaction was recorded 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 April 2, 2018
Total current assets$786
Property, plant and equipment1,332
Other non-current assets15
Goodwill(1)
366
Intangible assets222
Total assets2,721
  
Total current liabilities110
Long-term debt, less current maturities1,527
Other non-current liabilities2
Total liabilities1,639
  
Noncontrolling interest832
  
Total consideration250
Cash received(2)
711
Total consideration, net of cash received(2)
$(461)
(1)
None of the goodwill is expected to be deductible for tax purposes. Goodwill recognized from the business combination primarily relates to the value attributed to additional growth opportunities, synergies and operating leverage within USAC’s operations.
(2)
Cash received represents cash and cash equivalents held by USAC as of the acquisition date.
The fair values of the assets acquired and liabilities assumed were determined using various valuation techniques, including the income and market approaches.
Sunoco LP Retail Store Divestment
On January 23, 2018, Sunoco LP completed the disposition of assets pursuant to the purchase agreement with 7-Eleven, Inc. (the “7-Eleven Transaction”). As a result of the 7-Eleven Transaction, previously eliminated wholesale motor fuel sales to Sunoco LP’s retail locations are reported as wholesale motor fuel sales to third parties. Also, the related accounts receivable from such sales are no longer eliminated from the Partnership’s consolidated balance sheets and are reported as accounts receivable.
In connection with the 7-Eleven Transaction, Sunoco LP entered into a Distributor Motor Fuel Agreement dated as of January 23, 2018 (“Supply Agreement”), with 7-Eleven and SEI Fuel (collectively, “Distributor”). The Supply Agreement consists of a 15-year take-or-pay fuel supply arrangement under which Sunoco LP has agreed to supply approximately 2.0 billion gallons of fuel annually plus additional aggregate growth volumes of up to 500 million gallons to be added incrementally over the first four years. For the period from January 1, 2018 through January 22, 2018 and the years ended December 31, 2017, Sunoco LP recorded sales to the sites that were subsequently sold to 7-Eleven of $199 million and $3.2 billion, respectively, which were eliminated in consolidation. Sunoco LP received payments on trade receivables of $3.7 billion and $3.4 billion, respectively, from 7-Eleven for the years ended December 31, 2019 and December 31, 2018 subsequent to the closing of the sale.
The Partnership has concluded that it meets the accounting requirements for reporting the financial position, results of operations and cash flows of Sunoco LP’s retail divestment as discontinued operations.

There were no results of operations associated with discontinued operations for the year ended December 31, 2019. The results of operations associated with discontinued operations for the years ended December 31, 2018 and 2017 are presented in the following table:
 Years Ended December 31,
 2018 2017
REVENUES$349
 $6,964
    
COSTS AND EXPENSES   
Cost of products sold305
 5,806
Operating expenses61
 763
Depreciation, depletion and amortization—
 34
Selling, general and administrative7
 168
Impairment losses—
 285
Total costs and expenses373
 7,056
OPERATING LOSS(24) (92)
OTHER EXPENSE   
Interest expense, net2
 36
Loss on extinguishment of debt20
 —
Other, net61
 1
LOSS FROM DISCONTINUED OPERATIONS BEFORE INCOME TAX EXPENSE(107) (129)
Income tax expense158
 48
LOSS FROM DISCONTINUED OPERATIONS, NET OF INCOME TAXES$(265) $(177)
LOSS FROM DISCONTINUED OPERATIONS, NET OF INCOME TAXES ATTRIBUTABLE TO ET$(10) $(6)

2017 Transactions
Rover Contribution Agreement
In October 2017, ETO completed the previously announced contribution transaction with a fund managed by Blackstone Energy Partners and Blackstone Capital Partners, pursuant to which ETO exchanged a 49.9% interest in the holding company that owns 65% of the Rover pipeline (“Rover Holdco”). As a result, Rover Holdco is now owned 50.1% by ETO and 49.9% by Blackstone. Upon closing, Blackstone contributed funds to reimburse ETO for its pro rata share of the Rover construction costs incurred by ETO through the closing date, along with the payment of additional amounts subject to certain adjustments.
ETO and Sunoco Logistics Merger
As discussed in Note 1, in April 2017, Energy Transfer Partners, L.P. and Sunoco Logistics completed the Sunoco Logistics Merger.
Permian Express Partners
In February 2017, the Partnership formed PEP, a strategic joint venture with ExxonMobil. The Partnership contributed its Permian Express 1, Permian Express 2, Permian Longview and Louisiana Access pipelines. ExxonMobil contributed its Longview to Louisiana and Pegasus pipelines, Hawkins gathering system, an idle pipeline in southern Oklahoma, and its Patoka, Illinois terminal. Assets contributed to PEP by ExxonMobil were reflected at fair value on the Partnership’s consolidated balance sheet at the date of the contribution, including $547 million of intangible assets and $435 million of property, plant and equipment.
In July 2017, ETO contributed an approximate 15% ownership interest in Dakota Access and ETCO to PEP, which resulted in an increase in ETO’s ownership interest in PEP to approximately 88%. ETO maintains a controlling financial and voting interest in PEP and is the operator of all of the assets. As such, PEP is reflected as a consolidated subsidiary of the Partnership.

ExxonMobil’s interest in PEP is reflected as noncontrolling interest in the consolidated balance sheets. ExxonMobil’s contribution resulted in an increase of $988 million in noncontrolling interest, which is reflected in “Capital contributions from noncontrolling interest” in the consolidated statement of equity.
Bakken Equity Sale
In February 2017, Bakken Holdings Company LLC, an entity in which ETO indirectly owns a 100% membership interest, sold a 49% interest in its wholly-owned subsidiary, Bakken Pipeline Investments LLC, to MarEn Bakken Company LLC, an entity jointly owned by MPLX LP and Enbridge Energy Partners, L.P., for $2.00 billion in cash. Bakken Pipeline Investments LLC indirectly owns a 75% interest in each of Dakota Access and ETCO. The remaining 25% of each of Dakota Access and ETCO is owned by wholly-owned subsidiaries of Phillips 66. ETO continues to consolidate Dakota Access and ETCO subsequent to this transaction.
4.
ADVANCES TO AND INVESTMENTS IN UNCONSOLIDATED AFFILIATES:
Citrus
ETO owns CrossCountry Energy, LLC, a wholly-owned subsidiary of ETO, 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, an approximately 5,362-mile natural gas pipeline system that originates in Texas and delivers natural gas to the Florida peninsula. Our investment in Citrus is reflected in our interstate transportation and storage segment.
FEP
ETO has 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 in Panola County, Mississippi. ETO’s investment in FEP is reflected in the interstate transportation and storage segment. The Partnership evaluated its investment in FEP for impairment as of December 31, 2017, based on FASB Accounting Standards Codification 323, Investments - Equity Method and Joint Ventures. The Partnership recorded an impairment of its investment in FEP of $141 million during the year ended December 31, 2017 due to a negative outlook for long-term transportation contracts as a result of a decrease in production in the Fayetteville basin and a customer re-contracting with a competitor.
MEP
ETO owns 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. ETO’s investment in MEP is reflected in the interstate transportation and storage segment.
The carrying values of the Partnership’s investments advances to and in unconsolidated affiliates as of December 31, 2019 and 2018 were as follows:
 December 31,
 2019 2018
Citrus$1,876
 $1,737
FEP218
 107
MEP429
 225
Others937
 573
Total$3,460
 $2,642

The following table presents equity in earnings (losses) of unconsolidated affiliates:
 Years Ended December 31,
 2019 2018 2017
Citrus$148
 $141
 $144
FEP59
 55
 53
MEP15
 31
 38
Other80
 117
 (91)
Total equity in earnings of unconsolidated affiliates$302
 $344
 $144

Summarized Financial Information
The following tables present aggregated selected balance sheet and income statement data for our unconsolidated affiliates, Citrus, FEP, and MEP (on a 100% basis) for all periods presented, except as noted below:
 December 31,
 2019 2018
Current assets$247
 $212
Property, plant and equipment, net7,680
 7,800
Other assets40
 39
Total assets$7,967
 $8,051
    
Current liabilities$738
 $1,534
Non-current liabilities3,242
 3,439
Equity3,987
 3,078
Total liabilities and equity$7,967
 $8,051
 Years Ended December 31,
 2019 
2018 (1)
 2017
Revenue$1,192
 $1,249
 $1,358
Operating income683
 723
 407
Net income443
 460
 145
(1)
Selected income data related to HPC for the year ended December 31, 2018 reflects HPC’s results for January 1, 2018 through March 31, 2018. HPC was fully consolidated beginning April 1, 2018 as discussed above.
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 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 conversion of the ET Series A Convertible Preferred Units, as discussed in Note 8. For the diluted earnings per share computation, income allocable to the limited partners is reduced, where applicable, for the decrease in earnings from ET’s limited partner unit ownership in ETO or Sunoco LP that would have resulted assuming the incremental units related to our 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,
 2019 2018 2017
Income from continuing operations$4,899
 $3,630
 $2,543
Less: Net income attributable to redeemable noncontrolling interests51
 39
 —
Less: Income (loss) from continuing operations attributable to noncontrolling interests1,256
 1,888
 1,583
Income from continuing operations, net of noncontrolling interests3,592
 1,703
 960
Less: General Partner’s interest in income from continuing operations4
 3
 2
Less: ET Series A Convertible Preferred Unitholders’ interest in net income from continuing operations—
 33
 38
Income from continuing operations available to Limited Partners$3,588
 $1,667
 $920
Basic Income from Continuing Operations per Limited Partner Unit:     
Weighted average limited partner units2,628.0
 1,423.8
 1,078.2
Basic income from continuing operations per Limited Partner unit$1.37
 $1.17
 $0.86
Basic loss from discontinued operations per Limited Partner unit$—
 $(0.01) $(0.01)
Diluted Income from Continuing Operations per Limited Partner Unit:     
Income from continuing operations available to Limited Partners$3,588
 $1,667
 $920
Dilutive effect of equity-based compensation of subsidiaries and distributions to convertible units(1) 33
 38
Diluted income from continuing operations available to Limited Partners3,587
 1,700
 958
Weighted average limited partner units2,628.0
 1,423.8
 1,078.2
Dilutive effect of unconverted unit awards and ET Series A Convertible Preferred Units—
 30.3
 72.6
Dilutive effect of unvested unit awards9.6
 7.3
 —
Weighted average limited partner units, assuming dilutive effect of unvested unit awards2,637.6
 1,461.4
 1,150.8
Diluted income from continuing operations per Limited Partner unit$1.36
 $1.16
 $0.84
Diluted loss from discontinued operations per Limited Partner unit$—
 $(0.01) $(0.01)



6.DEBT OBLIGATIONS:
Our debt obligations consist of the following:
 December 31,
 2019 2018
Parent Company Indebtedness:   
7.50% Senior Notes due October 15, 2020 (1)
$52
 $1,187
4.25% Senior Notes due March 15, 20235
 1,000
5.875% Senior Notes due January 15, 202423
 1,150
5.50% Senior Notes due June 1, 202744
 1,000
ET Senior Secured Term Loan—
 1,220
Unamortized premiums, discounts and fair value adjustments, net—
 (10)
Deferred debt issuance costs—
 (27)
 124
 5,520
    
Subsidiary Indebtedness:   
ETO Debt   
9.70% Senior Notes due March 15, 2019—
 400
9.00% Senior Notes due April 15, 2019—
 450
5.50% Senior Notes due February 15, 2020 (1)
250
 250
5.75% Senior Notes due September 1, 2020 (1)
400
 400
4.15% Senior Notes due October 1, 2020 (1)
1,050
 1,050
7.50% Senior Notes due October 15, 2020 (1)
1,135
 —
4.40% Senior Notes due April 1, 2021600
 600
4.65% Senior Notes due June 1, 2021800
 800
5.20% Senior Notes due February 1, 20221,000
 1,000
4.65% Senior Notes due February 15, 2022300
 300
5.875% Senior Notes due March 1, 2022900
 900
5.00% Senior Notes due October 1, 2022700
 700
3.45% Senior Notes due January 15, 2023350
 350
3.60% Senior Notes due February 1, 2023800
 800
4.25% Senior Notes due March 15, 2023995
 —
4.20% Senior Notes due September 15, 2023500
 500
4.50% Senior Notes due November 1, 2023600
 600
5.875% Senior Notes due January 15, 20241,127
 —
4.90% Senior Notes due February 1, 2024350
 350
7.60% Senior Notes due February 1, 2024277
 277
4.25% Senior Notes due April 1, 2024500
 500
4.50% Senior Notes due April 15, 2024750
 —
9.00% Debentures due November 1, 202465
 65
4.05% Senior Notes due March 15, 20251,000
 1,000
5.95% Senior Notes due December 1, 2025400
 400
4.75% Senior Notes due January 15, 20261,000
 1,000
3.90% Senior Notes due July 15, 2026550
 550
4.20% Senior Notes due April 15, 2027600
 600
5.50% Senior Notes due June 1, 2027956
 —
4.00% Senior Notes due October 1, 2027750
 750
4.95% Senior Notes due June 15, 20281,000
 1,000
5.25% Senior Notes due April 15, 20291,500
 —
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
5.80% Senior Notes due June 15, 2038500
 500
7.50% Senior Notes due July 1, 2038550
 550
6.85% Senior Notes due February 15, 2040250
 250
6.05% Senior Notes due June 1, 2041700
 700
6.50% Senior Notes due February 1, 20421,000
 1,000
6.10% Senior Notes due February 15, 2042300
 300
4.95% Senior Notes due January 15, 2043350
 350
5.15% Senior Notes due February 1, 2043450
 450
5.95% Senior Notes due October 1, 2043450
 450
5.30% Senior Notes due April 1, 2044700
 700
5.15% Senior Notes due March 15, 20451,000
 1,000
5.35% Senior Notes due May 15, 2045800
 800
6.125% Senior Notes due December 15, 20451,000
 1,000
5.30% Senior Notes due April 15, 2047900
 900
5.40% Senior Notes due October 1, 20471,500
 1,500
6.00% Senior Notes due June 15, 20481,000
 1,000
6.25% Senior Notes due April 15, 20491,750
 —
Floating Rate Junior Subordinated Notes due November 1, 2066546
 546
ETO $2.00 billion Term Loan facility due October 20222,000
 —
ETO $5.00 billion Revolving Credit Facility due December 20234,214
 3,694
Unamortized premiums, discounts and fair value adjustments, net(5) 17
Deferred debt issuance costs(207) (178)
 42,120
 32,288
    
Transwestern Debt   
5.36% Senior Notes due December 9, 2020 (1)
175
 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
Deferred debt issuance costs(1) (1)
 574
 574
    
Panhandle Debt   
8.125% Senior Notes due June 1, 2019—
 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, net11
 14
 246
 399
    


    
Bakken Project Debt   
3.625% Senior Notes due April 1, 2022650
 —
3.90% Senior Notes due April 1, 20241,000
 —
4.625% Senior Notes due April 1, 2029850
 —
Bakken $2.50 billion Credit Facility due August 2019—
 2,500
Unamortized premiums, discounts and fair value adjustments, net(3) —
Deferred debt issuance costs(16) (3)
 2,481
 2,497
    
Sunoco LP Debt   
4.875% Senior Notes Due January 15, 20231,000
 1,000
5.50% Senior Notes Due February 15, 2026800
 800
6.00% Senior Notes Due April 15, 2027600
 —
5.875% Senior Notes Due March 15, 2028400
 400
Sunoco LP $1.50 billion Revolving Credit Facility due July 2023162
 700
Lease-related obligations135
 107
Deferred debt issuance costs(26) (23)
 3,071
 2,984
    
USAC Debt   
6.875% Senior Notes due April 1, 2026725
 725
6.875% Senior Notes due September 1, 2027750
 —
USAC $1.60 billion Revolving Credit Facility due April 2023403
 1,050
Deferred debt issuance costs(26) (16)
 1,852
 1,759
    
SemGroup Debt   
HFOTCO Tax Exempt Notes due 2050225
 —
SemCAMS Revolver due February 25, 202492
 —
SemCAMS Term Loan A due February 25, 2024269
 —
Unamortized premiums, discounts and fair value adjustments, net1
 —
Deferred debt issuance costs(3) —
 584
 —
    
Other2
 7
Total debt51,054
 46,028
Less: Current maturities of long-term debt26
 2,655
Long-term debt, less current maturities$51,028
 $43,373

(1)
As of December 31, 2019, these notes were classified as long-term as management had the intent and ability to refinance the borrowings on a long-term basis. The notes were redeemed in January 2020.

The following table reflects future maturities of long-term debt for each of the next five years and thereafter. These amounts exclude $279 million in unamortized premiums, fair value adjustments and deferred debt issuance costs, net:
2020$3,086
20211,412
20225,792
20238,965
20244,708
Thereafter27,366
Total$51,329

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
ET Senior Notes
The ET 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 ET Senior Notes previously were secured on a first-priority basis with its obligations under the Revolver Credit Agreement and the ET 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. Subsequent to the termination of the Revolver Credit Agreement and the ET Term Loan Facility, the collateral securing the ET Senior Notes was released. The ET Senior Notes are not guaranteed by any of the Parent Company’s subsidiaries.
The covenants related to the ET 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.
ETO Senior Notes
The ETO senior notes were registered under the Securities Act of 1933 (as amended). The Partnership may redeem some or all of the ETO senior notes at any time, or from time to time, pursuant to the terms of the indenture and related indenture supplements related to the ETO senior notes. The balance is payable upon maturity. Interest on the ETO senior notes is paid semi-annually.
The ETO senior notes are unsecured obligations of the Partnership and as a result, the ETO 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 ETO senior notes effectively rank junior to all indebtedness and other liabilities of our existing and future subsidiaries.
ETO January 2020 Senior Notes Offering and Redemption
On January 22, 2020, ETO completed a registered offering (the “January 2020 Senior Notes Offering”) of $1 billion aggregate principal amount of ETO’s 2.900% Senior Notes due 2025, $1.5 billion aggregate principal amount of ETO’s 3.750% Senior Notes due 2030, and $2 billion aggregate principal amount of ETO’s 5.000% Senior Notes due 2050, (collectively, the “Notes”). The Notes are fully and unconditionally guaranteed by the Partnership’s wholly-owned subsidiary, Sunoco Logistics Partners Operations L.P., on a senior unsecured basis.
Utilizing proceeds from the January 2020 Senior Notes Offering, ETO redeemed its $400 million aggregate principal amount of 5.75% Senior Notes due September 1, 2020, its $1.05 billion aggregate principal amount of 4.15% Senior Notes due October 1, 2020, its $1.14 billion aggregate principal amount of 7.50% Senior Notes due October 15, 2020, its $250 million aggregate principal amount of 5.50% Senior Notes due February 15, 2020, ET’s $52 million aggregate principal amount of 7.50% Senior Notes due October 15, 2020 and Transwestern’s $175 million aggregate principal amount of 5.36% Senior Notes due December 9, 2020.

ET-ETO Senior Notes Exchange
In February 2019, ETO commenced offers to exchange all of ET’s outstanding senior notes for senior notes issued by ETO (the “ET-ETO senior notes exchange”).  Approximately 97% of ET’s outstanding senior notes were tendered and accepted, and substantially all the exchanges settled on March 25, 2019. In connection with the exchange, ETO issued $4.21 billion aggregate principal amount of the following senior notes:
•$1.14 billion aggregate principal amount of 7.50% senior notes due 2020;
•$995 million aggregate principal amount of 4.25% senior notes due 2023;
•$1.13 billion aggregate principal amount of 5.875% senior notes due 2024; and
•$956 million aggregate principal amount of 5.50% senior notes due 2027.
2019 ETO Senior Notes Offering and Redemption
In January 2019, ETO issued the following senior notes:
•$750 million aggregate principal amount of 4.50% senior notes due 2024;
•$1.50 billion aggregate principal amount of 5.25% senior notes due 2029; and
•$1.75 billion aggregate principal amount of 6.25% senior notes due 2049.
The $3.96 billion net proceeds from the offering were used to make an intercompany loan to ET (which ET used to repay its term loan in full), for general partnership purposes and to redeem at maturity all of the following:
•ETO’s $400 million aggregate principal amount of 9.70% senior notes due March 15, 2019;
•ETO’s $450 million aggregate principal amount of 9.00% senior notes due April 15, 2019; and
•Panhandle’s $150 million aggregate principal amount of 8.125% senior notes due June 1, 2019.
Panhandle Senior Notes Redemption
In June 2019, Panhandle’s $150 million aggregate principal amount of 8.125% senior notes matured and were repaid with borrowings under an affiliate loan agreement with ETO.
Bakken Senior Notes Offering
In March 2019, Midwest Connector Capital Company LLC, a wholly-owned subsidiary of Dakota Access, issued the following senior notes related to the Bakken pipeline:
•$650 million aggregate principal amount of 3.625% senior notes due 2022;
•$1.00 billion aggregate principal amount of 3.90% senior notes due 2024; and
•$850 million aggregate principal amount of 4.625% senior notes due 2029.
The $2.48 billion in net proceeds from the offering were used to repay in full all amounts outstanding on the Bakken credit facility and the facility was terminated.
Sunoco LP Senior Notes Offering
In March 2019, Sunoco LP issued $600 million aggregate principal amount of 6.00% senior notes due 2027 in a private placement to eligible purchasers. The net proceeds from this offering were used to repay a portion of Sunoco LP’s existing borrowings under its credit facility. In July 2019, Sunoco LP completed an exchange of these notes for registered notes with substantially identical terms.
USAC Senior Notes
In March 2019, USAC issued $750 million aggregate principal amount of 6.875% senior notes due 2027 in a private placement, and in December 2019, USAC exchanged those notes for substantially identical senior notes registered under the Securities Act. The net proceeds from this offering were used to repay a portion of USAC’s existing borrowings under its credit facility and for general partnership purposes.

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.
Term Loans, Credit Facilities and Commercial Paper
ET Term Loan Facility
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 the other lenders party thereto. The Term Credit Agreement had 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 contained an accordion feature, under which the total commitments may be increased, subject to the terms thereof. In connection with the Parent Company’s entry into the Senior Secured Term Loan Agreement on February 2, 2017, the Parent Company terminated its previous term loan agreements.
Pursuant to the Term Credit Agreement, the Term Lenders provided senior secured financing in an aggregate principal amount of $2.2 billion (the “Term Loan Facility”). Under the Term Credit Agreement, the obligations of the Parent Company were secured by a lien on substantially all of the Parent Company’s and certain of its subsidiaries’ tangible and intangible assets.
Interest accrued 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.
On January 15, 2019, Energy Transfer LP paid in full all outstanding borrowings under its Senior Secured Term Loan Agreement and thereafter terminated the term loan agreement. In connection with the termination of the term loan agreement, the collateral securing certain series of the Partnership’s outstanding senior notes was released in accordance with the terms of the applicable indentures governing such senior notes.
ETO Term Loan
On October 17, 2019, ETO entered into a term loan credit agreement (the “ETO Term Loan”) providing for a $2.00 billion three-year term loan credit facility. Borrowings under the term loan agreement mature on October 17, 2022 and are available for working capital purposes and for general partnership purposes. The term loan agreement is unsecured and is guaranteed by our subsidiary, Sunoco Logistics Partners Operations L.P.
As of December 31, 2019, the ETO Term Loan had $2.00 billion outstanding and was fully drawn. The weighted average interest rate on the total amount outstanding as of December 31, 2019 was 2.78%.
ETO Five-Year Credit Facility
ETO’s revolving credit facility (the “ETO Five-Year Credit Facility”) allows for unsecured borrowings up to $5.00 billion and matures on December 1, 2023. The ETO Five-Year Credit Facility contains an accordion feature, under which the total aggregate commitment may be increased up to $6.00 billion under certain conditions.
As of December 31, 2019, the ETO Five-Year Credit Facility had $4.21 billion outstanding, of which $1.64 billion was commercial paper. The amount available for future borrowings was $709 million after taking into account letters of credit of $77 million. The weighted average interest rate on the total amount outstanding as of December 31, 2019 was 2.88%.
ETO 364-Day Facility
ETO’s 364-day revolving credit facility (the “ETO 364-Day Facility”) allows for unsecured borrowings up to $1.00 billion and matures on November 27, 2020. As of December 31, 2019, the ETO 364-Day Facility had 0 outstanding borrowings.
Sunoco LP Credit Facility
Sunoco LP maintains a $1.50 billion revolving credit facility (the “Sunoco LP Credit Facility”). As of December 31, 2019, the Sunoco LP Credit Facility had $162 million outstanding borrowings and $8 million in standby letters of credit. The amount available for future borrowings was $1.33 billion at December 31, 2019. The weighted average interest rate on the total amount outstanding as of December 31, 2019 was 3.75%.
USAC Credit Facility
USAC maintains a $1.60 billion revolving credit facility (the “USAC Credit Facility”), which matures on April 2, 2023 and

permits up to $400 million of future increases in borrowing capacity. As of December 31, 2019, USAC had $403 million of outstanding borrowings and 0 outstanding letters of credit under the credit agreement. As of December 31, 2019, USAC had $1.2 billion of availability under its credit facility. The weighted average interest rate on the total amount outstanding as of December 31, 2019 was 4.31%.
SemCAMS Credit Facilities
SemCAMS is party to a credit agreement providing for a C$350 million (US$270 million at theDecember 31, 2019exchange rate) senior secured term loan facility, a C$525 million (US$404 million at the December 31, 2019 exchange rate) senior secured revolving credit facility, and a C$300 million (US$231 million at the December 31, 2019 exchange rate) senior secured construction loan facility (the “KAPS Facility”). The term loan facility and the revolving credit facility mature on February 25, 2024. The KAPS Facility matures on June 13, 2024. SemCAMS may incur additional term loans and revolving commitments in an aggregate amount not to exceed C$250 million (US$193 million at the December 31, 2019 exchange rate), subject to receiving commitments for such additional term loans or revolving commitments from either new lenders or increased commitments from existing lenders.
Covenants Related to Our Credit Agreements
Covenants Related to the Parent Company
The Term Loan Facility and ET 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 ET 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 ETO
The agreements relating to the ETO 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 ETO Credit Facilities contain 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 ETO Credit Facilities) during certain Defaults (as defined in the ETO Credit Facilities) and during any Event of Default (as defined in the ETO Credit Facilities);
engage in business substantially different in nature than the business currently conducted by the Partnership and its subsidiaries;
engage in transactions with affiliates; and
enter into restrictive agreements.
The ETO Credit Facilities applicable margin and rate used in connection with the interest rates and commitment fees, respectively, are based on the credit ratings assigned to our senior, unsecured, non-credit enhanced long-term debt. The applicable margin for eurodollar rate loans under the ETO Five-Year Facility ranges from 1.125% to 2.000% and the applicable margin for base rate loans ranges from 0.125% to 1.000%. The applicable rate for commitment fees under the ETO Five-Year Facility ranges from 0.125% to 0.300%.  The applicable margin for eurodollar rate loans under the ETO 364-Day Facility

ranges from 1.250% to 1.750% and the applicable margin for base rate loans ranges from 0.250% to 0.750%. The applicable rate for commitment fees under the ETO 364-Day Facility ranges from 0.125% to 0.225%.
The ETO Credit Facilities contain various covenants including limitations on the creation of indebtedness and liens, and related to the operation and conduct of our business. The ETO Credit Facilities also limit us, on a rolling four quarter basis, to a maximum Consolidated Funded Indebtedness to Consolidated EBITDA ratio, as defined in the underlying credit agreements, of 5.0 to 1, which can generally be increased to 5.5 to 1 during a Specified Acquisition Period. Our Leverage Ratio was 4.04 to 1 at December 31, 2019, as calculated in accordance with the credit agreements.
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 Partnership’s or our subsidiaries’ ability to incur additional debt and/or our ability to pay distributions to Unitholders.
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, allnor would a reduction in any credit rating, by itself, cause an event of default under any of Panhandle’s lending agreements.
Panhandle’s restrictive covenants include restrictions on liens securing debt and guarantees and restrictions on mergers and on the sales of assets. A breach of any of these covenants could result in acceleration of Panhandle’s debt.
Covenants Related to Sunoco LP
The Sunoco LP Credit Facility contains various customary representations, warranties, covenants and events of default, including a change of control event of default, as defined therein. Sunoco LP’s Credit Facility requires Sunoco LP to maintain a Net Leverage Ratio of not more than 5.5 to 1. The maximum Net Leverage Ratio is subject to upwards adjustment of not more than 6.0 to 1 for a period not to exceed three fiscal quarters in the event Sunoco LP engages in certain specified acquisitions of not less than $50 million (as permitted under Sunoco LP’s Credit Facility agreement). The Sunoco LP Credit Facility also requires Sunoco LP to maintain an Interest Coverage Ratio (as defined in the Sunoco LP’s Credit Facility agreement) of not less than 2.25 to 1.
Covenants Related to USAC
The USAC Credit Facility contains covenants that limit (subject to certain exceptions) USAC’s ability to, among other things:
•
grant liens;
•
make certain loans or investments;
•
incur additional indebtedness or guarantee other indebtedness;
•
merge or consolidate;
•
sell our assets; or
•
make certain acquisitions.
The credit facility is also subject to the following financial covenants, including covenants requiring us to maintain:
•
a minimum EBITDA to interest coverage ratio of 2.5 to 1.0, determined as of the last day of each fiscal quarter; and
•
a maximum funded debt to EBITDA ratio, determined as of the last day of each fiscal quarter, for the annualized trailing three months of (i) 5.5 to 1 through the end of the fiscal quarter ending December 31, 2019 and (ii) 5.0 to 1.0 thereafter, in each case subject to a provision for increases to such thresholds by 0.50 in connection with certain future acquisitions for the six consecutive month period following the period in which any such acquisition occurs.
Covenants Related to the HFOTCO Tax Exempt Notes
The indentures covering HFOTCO's tax exempt notes due 2050 ("IKE Bonds") include customary representations and warranties and affirmative and negative covenants. Such covenants include limitations on the creation of new liens, indebtedness, making of certain restricted payments and payments on indebtedness, making certain dispositions, making

material changes in business activities, making fundamental changes including liquidations, mergers or consolidations, making certain investments, entering into certain transactions with affiliates, making amendments to certain credit or organizational agreements, modifying the fiscal year, creating or dealing with hazardous materials in certain ways, entering into certain hedging arrangements, entering into certain restrictive agreements, funding or engaging in sanctioned activities, taking actions or causing the trustee to take actions that materially adversely affect the rights, interests, remedies or security interests securing borrowings underof the Credit Facilities will be released.bondholders, taking actions to remove the trustee, making certain amendments to the bond documents, and taking actions or omitting to take actions that adversely impact the tax exempt status of the IKE Bonds.
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, 2016.2019.
7.REDEEMABLE PREFERRED UNITS:NONCONTROLLING INTERESTS:
The ETP Preferred Units are mandatorilyCertain redeemable on September 2, 2029 for $35 million plus all accrued but unpaid distributions and interest thereon andnoncontrolling interests in the Partnership’s subsidiaries are reflected as long-term liabilities in ourmezzanine equity on the consolidated balance sheets. sheet. Redeemable noncontrolling interests as of December 31, 2019 included a balance of $477 million related to the USAC Preferred Units described below and a balance of $15 million related to noncontrolling interest holders in one of the Partnership’s consolidated subsidiaries that have the option to sell their interests to the Partnership. In addition, redeemable noncontrolling interests includes a balance of $247 million in SemCAMS preferred shares acquired as part of the merger with SemGroup.
USAC Series A Preferred Units
In 2018, USAC issued 500,000 USAC Preferred Units in a private placement at a price of $1,000 per USAC Preferred Unit, for total gross proceeds of $500 million in a private placement.
The ETPUSAC Preferred Units are entitled to a preferentialreceive cumulative quarterly cash distribution of $0.445distributions equal to $24.375 per ETPUSAC Preferred Unit, if outstanding on the record dates of ETP’s common unit distributions. Holderssubject to increase in certain limited circumstances. The USAC Preferred Units will have a perpetual term, unless converted or redeemed. Certain portions of the ETPUSAC Preferred Units can electwill be convertible into USAC common units at the election of the holders beginning in 2021. To the extent the holders of the USAC Preferred Units have not elected to convert their preferred units by the ETPfifth anniversary of the issue date, USAC will have the option to redeem all or any portion of the USAC Preferred Units to ETP Common Unitsfor cash. In addition, at any time in accordance with ETP’s partnership agreement. The number of ETP common units issuable upon conversionon or after the tenth anniversary of the ETPissue date, the holders of the USAC Preferred Units will have the right to require USAC to redeem all or any portion of the USAC Preferred Units, and the Partnership may elect to pay up to 50% of such redemption amount in USAC common units.
SemCAMS Redeemable Preferred Stock
SemCAMS has 300,000 shares of cumulative preferred stock issued and outstanding. The preferred stock is equalredeemable at SemCAMS’s option subsequent to the issueJanuary 3, 2021 at a redemption price of $18.30, plus all accrued but unpaid distributions and interest thereon, dividedC$1,100 (US$845 at the December 31, 2019 exchange rate) per share. The preferred stock is redeemable by the conversion priceholder contingent upon a change of $44.37. Ascontrol or liquidation of SemCAMS. The preferred stock is convertible to SemCAMS common shares in the event of an initial public offering by SemCAMS.
The preferred stock was recorded at fair value in connection with the SemGroup purchase accounting. Dividends on the preferred stock are payable in-kind through the quarter ending June 30, 2020. The dividends paid-in-kind increased the liquidation preference such that as of December 31, 2016,2019, the ETP Preferred Units werepreferred stock was convertible into 0.9 million ETP Common Units.315,859 shares.
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 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, 2016,2019, there were issued and outstanding 1.052.69 billion Common Units representing an aggregate 97.71%99.9% 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 General Partner reasonably determines are not needed for the payment of existing or foreseeable Partnership obligations and expenditures.
Common Units
The change in ETEET Common Units during the years ended December 31, 2016, 20152019, 2018 and 20142017 was as follows:
 Years Ended December 31,
 2019 2018 2017
Number of Common Units, beginning of period2,619.4
 1,079.1
 1,046.9
Conversion of ET Series A Convertible Preferred Units to common units—
 79.1
 —
Common Units issued in mergers and acquisitions57.6
 1,458.9
 —
Common Units repurchased(1.9) —
 —
Issuance of Common Units14.5
 2.3
 32.2
Number of Common Units, end of period2,689.6
 2,619.4
 1,079.1

 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
In October 2018, ET issued 1.46 billion ET Common Units in connection with the Energy Transfer Merger.
ETEIn December 2019, ET issued 57.6 million ET Common Units in connection with the SemGroup acquisition.
ET Equity Distribution Agreement
In March 2017, the Partnership entered into an equity distribution agreement relating to at-the-market offerings of its common units with an aggregate offering price up to $1 billion. As of December 31, 2019, there have been no sales of common units under the equity distribution agreement.
ET Series A Convertible 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,In May 2018, the Partnership completed a private offering ofconverted its 329.3 million Series A Convertible Preferred Units representing limited partner interestsinto approximately 79.1 million ET common units in accordance with the terms of ET’s partnership agreement.
ET Class A Units
In connection with the Energy Transfer Merger, the Partnership (the “Convertibleissued 647,745,099 Class A units (“ET Class A 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 investorsLE GP, LLC (“LE GP”), the general partner of ET. The number of ET Class A Units issued allows LE GP and its affiliates to retain a voting interest in a private transaction for gross proceedsthe Partnership that is identical to their voting interest in the Partnership prior to the completion of approximately $580 million, which ETE usedthe Merger. The ET Class A Units are entitled to purchase 15.8 million newly issued ETPvote together with the Partnership’s common units, for approximately $568 million.
Common Unit Split
On December 23, 2013, ETE announcedas a single class, except as required by law. Additionally, ET’s partnership agreement provides that, under certain circumstances, upon the issuance by the Partnership of additional common units or any securities that have voting rights that are pari passu with the Partnership common units, the Partnership will issue to any holder of ET Class A Units additional ET Class A Units such that the board of directors of its general partner approvedholder maintains 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,voting interest in the Partnership announced a common unit repurchase program, wherebythat is identical to its voting interest in the Partnership may repurchase upprior to $1 billion of ETE Commonsuch issuance. The ET Class A Units in the open market at the Partnership’s discretion, subjectare not entitled to market conditionsdistributions and otherwise have no economic attributes.

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.ET Repurchase Program
In February 2015, the Partnership announced a common unit repurchase program, whereby the Partnership may repurchase up to an additional $2 billion of ETEET 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 33.61.9 million ETEET Common Units under this program in 2015. No units were repurchased2019 and 0 ET Common Units in 2016,2018 or 2017 and there was $936$911 million available to use under the program as of December 31, 2016.2019.
Class D UnitsET Distribution Reinvestment Program
On May 1, 2013, Jamie Welch was appointed Group Chief Financial Officer and HeadDuring the year ended December 31, 2019, distributions of Corporate Development$148 million were reinvested under the distribution reinvestment program. As of LE GP, LLC, the general partnerDecember 31, 2019, a total 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 ETE29 million common units representing limited partner interest. The restricted ETE common units were subjectremain available 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 rescindbe issued under 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. Welchexisting registration statement 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 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. Per the terms of the Class D Unit Agreement, 924,000 units converted to ETE common units on a one-for-one basis March 31, 2015. In connection with Mr. Welch’s replacement as Group Chief Financial Officer and Head of Business Development of our General Partner and his termination of employment by an affiliate of ETE, any future conversion of the Class D Units is 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 September 6, 2016.distribution reinvestment program.
Sale ofCommon Units
The change in ET Common Units by 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 case a provision would be reflected in our statement of operations. The Parent Company did not recognize any impairment related to the issuances of subsidiary common units during the periods presented.years ended December 31, 2019, 2018 and 2017 was as follows:
Sale of
 Years Ended December 31,
 2019 2018 2017
Number of Common Units, beginning of period2,619.4
 1,079.1
 1,046.9
Conversion of ET Series A Convertible Preferred Units to common units—
 79.1
 —
Common Units issued in mergers and acquisitions57.6
 1,458.9
 —
Common Units repurchased(1.9) —
 —
Issuance of Common Units14.5
 2.3
 32.2
Number of Common Units, end of period2,689.6
 2,619.4
 1,079.1

In October 2018, ET issued 1.46 billion ET Common Units by ETPin connection with the Energy Transfer Merger.
ETP’sIn December 2019, ET issued 57.6 million ET Common Units in connection with the SemGroup acquisition.
ET 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.Agreement
In July 2016, ETPMarch 2017, the Partnership entered into an equity distribution agreement relating to at-the-market offerings of its common units with an aggregate offering price up to $1.50$1 billion. As of December 31, 2019, there have been no sales of common units under the equity distribution agreement.
ET Series A Convertible Preferred Units
In May 2018, the Partnership converted its 329.3 million Series A Convertible Preferred Units into approximately 79.1 million ET common units in accordance with the terms of ET’s partnership agreement.
ET Class A Units
In connection with the Energy Transfer Merger, the Partnership issued 647,745,099 Class A units (“ET Class A Units”) representing limited partner interests in the Partnership to LE GP, LLC (“LE GP”), the general partner of ET. The number of ET Class A Units issued allows LE GP and its affiliates to retain a voting interest in the Partnership that is identical to their voting interest in the Partnership prior to the completion of the Merger. The ET Class A Units are entitled to vote together with the Partnership’s common units, as a single class, except as required by law. Additionally, ET’s partnership agreement provides that, under certain circumstances, upon the issuance by the Partnership of additional common units or any securities that have voting rights that are pari passu with the Partnership common units, the Partnership will issue to any holder of ET Class A Units additional ET Class A Units such that the holder maintains a voting interest in the Partnership that is identical to its voting interest in the Partnership prior to such issuance. The ET Class A Units are not entitled to distributions and otherwise have no economic attributes.

ET Repurchase Program
In February 2015, the Partnership announced a common unit repurchase program, whereby the Partnership may repurchase up to an additional $2 billion of ET 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 1.9 million ET Common Units under this program in 2019 and 0 ET Common Units in 2018 or 2017 and there was $911 million available to use under the program as of December 31, 2019.
ET Distribution Reinvestment Program
During the year ended December 31, 2016, ETP issued 26.12019, distributions of $148 million units for $891 million, net of commissions of $8 million.were reinvested under the distribution reinvestment program. As of December 31, 2016, $936 million of ETP Common Units remained available to be issued under the currently effective equity distribution agreement.

ETP’s Equity Incentive Plan Activity
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
ETP’s Distribution Reinvestment Plan (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.
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, 2016,2019, a total of 4.929 million Common Unitscommon units remain available to be issued under the existing registration statement.
ETP Class E 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. All of the 8.9 million ETP Class E Units outstanding are held by a subsidiary of ETP and are reported by ETP as treasury units.
ETP Class G Units
In conjunction with the Sunoco Merger, ETP amended its partnership agreement to create 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 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 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 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, (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 Transaction
In March 2015, ETE transferred 30.8 million ETP common units, ETE’s 45% interest in the Bakken 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 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 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 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 ETP’s 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 ETP 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, 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 Sunoco 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 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.

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. Through 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 Sunoco LP common units remained available to be issued under the currently effective equity distribution agreement. 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 consideration for the contribution 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 outstanding Class A Units 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 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 $1.50 billion Sunoco LP Credit Facility and for general partnership purposes.
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.
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 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.

ETP’s distributions declared during the periods presented below 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:
  Total Year
2017 $626
2018 138
2019 128
Each year beyond 2019 33
Sunoco Logistics Quarterly Distributions of Available Cash
Distributions declared by Sunoco Logistics during the years ended December 31, 2016, 2015, and 2014 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

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,
 2016 2015
Available-for-sale securities$2
 $—
Foreign currency translation adjustment(5) (4)
Actuarial gain related to pensions and other postretirement benefits7
 8
Investments in unconsolidated affiliates, net4
 —
Subtotal8
 4
Amounts attributable to noncontrolling interest(8) (4)
Total AOCI included in partners’ capital, net of tax$—
 $—
The table below sets forth the tax amounts included in the respective components of other comprehensive income (loss):
 December 31,
 2016 2015
Available-for-sale securities$(2) $(2)
Foreign currency translation adjustment3
 4
Actuarial loss relating to pension and other postretirement benefits—
 7
Total$1
 $9
9.UNIT-BASED COMPENSATION PLANS:
We, ETP, Sunoco 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 Common Units, restricted units, phantom units, distribution equivalent rights (“DERs”), common 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 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, 2016, 8,271,767 units remain available to be awarded under the plan.
During the year ended December 31, 2016, no ETE unit awards were granted to ETE employees and 23,821 ETE units were granted to non-employee directors. Under our equity incentive plans, our non-employee directors each receive grants that vest 60% in three years and 40% in five years and do not entitle the holders to receive distributions during the vesting period.
During the year ended December 31, 2016 and 2015, a total of 28,648 and 26,244 ETE Common Units vested, with a total fair value of $0.2 million and $0.8 million, respectively, as of the vesting date. As of December 31, 2016, a total of 43,740 restricted units granted to ETE directors remain outstanding, for which we expect to recognize a total of less than $1 million in compensation over a weighted average period of 3.0 years.
Subsidiary Unit-Based Compensation Plans
Each of ETP, Sunoco Logistics and Sunoco LP has granted 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 generally vest over a five-year period, and vesting The Subsidiary Unit Awards entitle the grantees of the unit awards to receive an amount of cash equal to the per unit cash distributions made by the respective subsidiaries during the period the restricted unit is outstanding.
The following table summarizes the activity of the Subsidiary Unit Awards:
 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 Subsidiary Unit Awards vested for the years ended December 31, 2016, 2015, and 2014 was $40 million, $57 million, and $56 million, respectively, based on the market price of the respective subsidiaries’ common units as of the vesting date. As of December 31, 2016, estimated compensation cost related to 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.

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,
 2016 2015 2014
Current expense (benefit):     
Federal$11
 $(292) $321
State(27) (51) 86
Total(16) (343) 407
Deferred expense (benefit):     
Federal(221) 272
 (53)
State20
 (29) 3
Total(201) 243
 (50)
Total income tax expense (benefit) from continuing operations$(217) $(100) $357

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 Merger, Sunoco Merger, ETP 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, 2016, 2015 and 2014 is as follows:
 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
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$472
 $217
Pension and other postretirement benefits30
 36
Long term debt32
 61
Other182
 162
Total deferred income tax assets716
 476
Valuation allowance(118) (121)
Net deferred income tax assets598
 355
    
Deferred income tax liabilities:   
Properties, plants and equipment(1,633) (1,633)
Investments in unconsolidated affiliates(3,789) (2,976)
Trademarks(273) (286)
Other(15) (50)
Total deferred income tax liabilities(5,710) (4,945)
Accumulated deferred income taxes$(5,112) $(4,590)

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$(4,590) $(4,410)
Goodwill associated with Sunoco Retail to Sunoco LP transaction (see Note 3)(460) —
Net assets (excluding goodwill) associated with Sunoco Retail to Sunoco LP (see Note 3)(243) —
Tax provision201
 (242)
Other(20) 62
Net deferred income tax liability$(5,112) $(4,590)
ETP Holdco and certain other corporate subsidiaries have federal net operating loss carryforward tax benefits of $292 million, all of which will expire in 2032 through December 31, 2035. Our corporate subsidiaries have state net operating loss carryforward benefits of $127 million, net of federal tax, which expire between January 1, 2017 and 2036. A valuation allowance of $118 million is applicable to the state net operating loss carryforward benefits applicable to significant restriction 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
 178
 20
Additions attributable to tax positions taken in prior years18
 —
 —
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 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 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.
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:
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. We believe 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 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 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)
 $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: 
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.
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, 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.
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 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
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 $93 million and $40 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 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, 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.reinvestment program.
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 ET Common Units during the years ended December 31, 2019, 2018 and 2017 was as follows:
 Years Ended December 31,
 2019 2018 2017
Number of Common Units, beginning of period2,619.4
 1,079.1
 1,046.9
Conversion of ET Series A Convertible Preferred Units to common units—
 79.1
 —
Common Units issued in mergers and acquisitions57.6
 1,458.9
 —
Common Units repurchased(1.9) —
 —
Issuance of Common Units14.5
 2.3
 32.2
Number of Common Units, end of period2,689.6
 2,619.4
 1,079.1

 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
OurIn October 2018, ET issued 1.46 billion ET Common Units are registered underin connection with 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. Energy Transfer Merger.
In addition, if at any time any person or group (other than our General Partner and its affiliates) owns beneficially 20% or more of allDecember 2019, ET issued 57.6 million ET 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, determiningin connection with 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.”SemGroup acquisition.
ET 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.Agreement
In July 2016,March 2017, the Partnership entered into an equity distribution agreement relating to at-the-market offerings of its common units with an aggregate offering price up to $1.50$1 billion. As of December 31, 2019, there have been no sales of common units under the equity distribution agreement.
ET Series A Convertible Preferred Units
In May 2018, the Partnership converted its 329.3 million Series A Convertible Preferred Units into approximately 79.1 million ET common units in accordance with the terms of ET’s partnership agreement.
ET Class A Units
In connection with the Energy Transfer Merger, the Partnership issued 647,745,099 Class A units (“ET Class A Units”) representing limited partner interests in the Partnership to LE GP, LLC (“LE GP”), the general partner of ET. The number of ET Class A Units issued allows LE GP and its affiliates to retain a voting interest in the Partnership that is identical to their voting interest in the Partnership prior to the completion of the Merger. The ET Class A Units are entitled to vote together with the Partnership’s common units, as a single class, except as required by law. Additionally, ET’s partnership agreement provides that, under certain circumstances, upon the issuance by the Partnership of additional common units or any securities that have voting rights that are pari passu with the Partnership common units, the Partnership will issue to any holder of ET Class A Units additional ET Class A Units such that the holder maintains a voting interest in the Partnership that is identical to its voting interest in the Partnership prior to such issuance. The ET Class A Units are not entitled to distributions and otherwise have no economic attributes.

ET Repurchase Program
In February 2015, the Partnership announced a common unit repurchase program, whereby the Partnership may repurchase up to an additional $2 billion of ET 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 1.9 million ET Common Units under this program in 2019 and 0 ET Common Units in 2018 or 2017 and there was $911 million available to use under the program as of December 31, 2019.
ET Distribution Reinvestment Program
During the year ended December 31, 2016, we issued 26.12019, distributions of $148 million units for $891 million, net of commissions of $8 million.were reinvested under the distribution reinvestment program. 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, 2016,2019, a total of 4.929 million Common Unitscommon units remain available to be issued under the existing registration statement.statement in connection with the distribution reinvestment program.
January 2017 Private PlacementSale of Common Units by Subsidiaries
In January 2017,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 case a provision would be reflected in our statement of operations. The Parent Company did not recognize any impairment related to the issuances of subsidiary common units during the periods presented.
ETO Class K Units
As of December 31, 2019, a total of 101.5 million Class K Units were held by wholly-owned subsidiaries of ETO. Each Class K Unit is entitled to a quarterly cash distribution of $0.67275 per Class K Unit prior to ETO making distributions of available cash to any class of units, excluding any cash available distributions or dividends or capital stock sales proceeds received by ETO from ETP Holdco.  If the Partnership sold 15.8 million ETP Commonis unable to pay the Class K Unit quarterly distribution with respect to any quarter, the accrued and unpaid distributions will accumulate until paid and any accumulated balance will accrue 1.5% per annum until paid.
ETO Class L Units
On December 31, 2018, ETO issued a new class of limited partner interests titled Class L Units to ETE in a private placement transaction for gross proceedstwo wholly-owned subsidiaries of approximately $568 million.

the Partnership when the Partnership’s previously outstanding Class E Unitsunits and Class G units held by such subsidiaries were converted into Class L Units. As a result of the conversion, the Class E units and Class G units were cancelled.
The Class EL Units generally do not have any voting rights. The Class L 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 $1.417.65% 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%annum of the total amount of cash generated by us and our subsidiaries, other than ETP Holdco, and available for distribution, up to a maximumdistribution. Distributions shall be paid quarterly, in arrears, within 45 days after the end 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 aseach quarter. As the Class FL Units withare owned by a wholly-owned subsidiary, 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 basedcash distributions on a predetermined percentage and are not contingent on whether ETP has net income or loss. Thesethose units are held by a subsidiary and therefore are reflected as treasury unitseliminated in theour consolidated financial statements.
ETO Class H Units and Class IM 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 ofOn July 1, 2019, ETO issued 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 allocatedinterests titled Class M Units 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%Holdco, a wholly-owned subsidiary 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 Unitsthe contribution of ETP that, when combined withHoldco’s equity ownership interest in Panhandle to the 50.2 million previously issuedPartnership.
The Class HM Units generally entitle ETEdo not have any voting rights. The Class M Units are entitled to receive 90.05%aggregate cash distributions equal to 8.00% per annum of the total amount of cash generated by us and our subsidiaries, other than ETP Holdco, and available for distribution. Distributions shall be paid quarterly, in arrears, within 45 days after the end of each quarter. As the Class M Units are owned by a wholly-owned subsidiary, the cash distributions on those units are eliminated in our consolidated financial statements.
ETO Preferred Units
In November 2017, ETO issued 950,000 of its 6.250% Series A Preferred Units at a price of $1,000 per unit and other economic attributes550,000 of its 6.625% Series B Preferred Units at a price of $1,000 per unit.  In April 2018, ETO issued 18 million of its 7.375% Series C Preferred Units at a price of $25 per unit. In July 2018, ETO issued 17.8 million of its 7.625% Series D Preferred Units at a price of $25 per unit. In April 2019, ETO issued 32 million of its 7.600% Series E Preferred Units at a price of $25 per unit.

As of December 31, 2019 all of ETO Series A, Series B, Series C, Series D and Series E Preferred Units issued remain outstanding.
ETO Series A Preferred Units
Distributions on the Series A Preferred Units will accrue and be cumulative from and including the date of original issue to, but excluding, February 15, 2023, at a rate of 6.250% per annum of the general partner intereststated liquidation preference of $1,000. On 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 fromafter February 15, 2023, distributions on Class Ithe Series A Preferred Units were reduced by $55 million in 2015 and $30 million in 2016.
In connection withwill accumulate at a percentage of the transaction, ETP issued 100 Class I Units.$1,000 liquidation preference equal to an annual floating rate of the three-month LIBOR, determined quarterly, plus a spread of 4.028% per annum. The Class ISeries A Preferred Units are generally entitled to: (i) pro rata allocationsredeemable at ETO’s option on or after��February 15, 2023 at a redemption price 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$1,000 per Series A Preferred Unit, plus an amount equal to all accumulated and unpaid distributions thereon to, but excluding, the excessdate of redemption.
ETO Series B Preferred Units
Distributions on the Series B Preferred Units will accrue and be cumulative from and including the date of original issue to, but excluding, February 15, 2028, at a rate of 6.625% per annum of the stated liquidation preference of $1,000. On and after February 15, 2028, distributions on the Series B Preferred Units will accumulate at a percentage of the $1,000 liquidation preference equal to an annual floating rate of the three-month LIBOR, determined quarterly, plus a spread of 4.155% per annum. The Series B Preferred Units are redeemable at ETO’s option on or after February 15, 2028 at a redemption price of $1,000 per Series B Preferred Unit, plus an amount equal to all accumulated and unpaid distributions thereon to, but excluding, the date of redemption.
ETO Series C Preferred Units
Distributions on the Series C Preferred Units will accrue and be cumulative from and including the date of original issue to, but excluding, May 15, 2023, at a rate of 7.375% per annum of the stated liquidation preference of $25. On and after May 15, 2023, distributions on the Series C Preferred Units will accumulate at a percentage of the $25 liquidation preference equal to an annual floating rate of the three-month LIBOR, determined quarterly, plus a spread of 4.530% per annum. The Series C Preferred Units are redeemable at ETO’s option on or after May 15, 2023 at a redemption price of $25 per Series C Preferred Unit, plus an amount equal to all accumulated and unpaid distributions thereon to, but excluding, the date of redemption.
ETO Series D Preferred Units
Distributions on the Series D Preferred Units will accrue and be cumulative from and including the date of original issue to, but excluding, August 15, 2023, at a rate of 7.625% per annum of the stated liquidation preference of $25. On and after August 15, 2023, distributions on the Series D Preferred Units will accumulate at a percentage of the $25 liquidation preference equal to an annual floating rate of the three-month LIBOR, determined quarterly, plus a spread of 4.738% per annum. The Series D Preferred Units are redeemable at ETO’s option on or after August 15, 2023 at a redemption price of $25 per Series D Preferred Unit, plus an amount equal to all accumulated and unpaid distributions thereon to, but excluding, the date of redemption.
ETO Series E Preferred Units
Distributions on the Series E Preferred Units will accrue and be cumulative from and including the date of original issue to, but excluding, May 15, 2024, at a rate of 7.600% per annum of the stated liquidation preference of $25. On and after May 15, 2024, distributions on the Series E Preferred Units will accumulate at a percentage of the $25 liquidation preference equal to an annual floating rate of the three-month LIBOR, determined quarterly, plus a spread of 5.161% per annum. The Series E Preferred Units are redeemable at ETO’s option on or after May 15, 2024 at a redemption price of $25 per Series E Preferred Unit, plus an amount equal to all accumulated and unpaid distributions thereon to, but excluding, the date of redemption.
ETO Series F Preferred Units
On January 22, 2020, the Partnership issued 500,000 of its 6.750% Series F Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Units representing limited partner interest in the Partnership, at a price to the public of $1,000 per unit. Distributions on the Series F Preferred Units are cumulative from and including the original issue date and will be payable semi-annually in arrears on the 15th day of May and November of each year, commencing on May 15, 2020 to, but excluding, May 15, 2025, at a rate equal to 6.750% per annum of the $1,000 liquidation preference. On and after May 15, 2025, the distribution rate on the Series F Preferred Units will equal a percentage of the $1,000 liquidation preference equal to the five-year U.S. treasury rate plus a spread of 5.134% per annum. The Series F Preferred Units are redeemable at ETO’s option on or after May 15, 2025 at a redemption price of $1,000 per Series F Preferred Unit, plus an amount set forthequal to all accumulated and unpaid distributions thereon to, but excluding, the date of redemption.

ETO Series G Preferred Units
On January 22, 2020, the Partnership issued 1,100,000 of its 7.125% Series G Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Units representing limited partner interest in ourthe Partnership, Agreement, as amended, (the “Partnership Agreement”at a price to the public of $1,000 per unit. Distributions on the Series G Preferred Units are cumulative from and including the original issue date and will be payable semi-annually in arrears on the 15th day of May and November of each year, commencing on May 15, 2020 to, but excluding, May 15, 2030, at a rate equal to 7.125% per annum of the $1,000 liquidation preference. On and after May 15, 2030, the distribution rate on the Series G Preferred Units will equal a percentage of the $1,000 liquidation preference equal to the five-year U.S. treasury rate plus a spread of 5.306% per annum. The Series G Preferred Units are redeemable at ETO’s option on or after May 15, 2030 at a redemption price of $1,000 per Series G Preferred Unit, plus an amount equal to all accumulated and unpaid distributions thereon to, but excluding, the date of redemption.
PennTex Tender Offer and Limited Call Right Exercise
In June 2017, ETO purchased all of the outstanding PennTex common units not previously owned by ETO for $20.00 per common unit in cash. ETO now owns all of the economic interests of PennTex, and PennTex common units are no longer publicly traded or listed on the NASDAQ.
Subsidiary Equity Transactions
Sunoco LP’s Common Unit Repurchase
In February 2018, after the record date for Sunoco LP’s fourth quarter 2017 cash distributions, Sunoco LP repurchased 17,286,859 Sunoco LP common units owned by ETO for aggregate cash consideration of approximately $540 million. ETO used the proceeds from the sale of the Sunoco LP common units to repay amounts outstanding under its revolving credit facility.
Sunoco LP’s Equity Distribution Program
Sunoco LP is party to an equity distribution agreement for an at-the-market (“ATM”) offering pursuant to which Sunoco LP may sell its common units from time to time. For the years ended December 31, 2019 and 2018, Sunoco LP issued 0 units under its ATM program. For the year ended December 31, 2017, Sunoco LP issued an additional 1.3 million units with total net proceeds of $33 million , net of commissions of $0.3 million. As of December 31, 2019, $295 million of Sunoco LP common units remained available to be issued under the currently effective equity distribution agreement.
Sunoco LP’s Series A Preferred Units
On March 30, 2017, ET purchased 12.0 million Sunoco LP Series A Preferred Units representing limited partner interests in Sunoco LP in a private placement transaction for such quarter overan aggregate purchase price of $300 million. The distribution rate of Sunoco LP Series A Preferred Units is 10.00%, per annum, of the cumulative$25.00 liquidation preference per unit until March 30, 2022, at which point the distribution rate will become a floating rate of 8.00% plus three-month LIBOR of the liquidation preference.
In January 2018, Sunoco LP redeemed all outstanding Sunoco LP Series A Preferred Units held by ET for an aggregate redemption amount of available cash previously distributed commencingapproximately $313 million. The redemption amount included the original consideration of $300 million and a 1% call premium plus accrued and unpaid quarterly distributions.
USAC’s Distribution Reinvestment Program
During the year ended December 31, 2019 and nine months ended December 31, 2018, distributions of $1 million and $0.6 million, respectively, were reinvested under the USAC distribution reinvestment program resulting in the issuance of approximately 60,584 and 39,280 USAC common units, respectively.
USAC’s Warrant Private Placement
On April 2, 2018, USAC issued two tranches of warrants to purchase USAC common units (the “USAC Warrants”), which included USAC Warrants to purchase 5,000,000 common units with a strike price of $17.03 per unit and USAC Warrants to purchase 10,000,000 common units with a strike price of $19.59 per unit. The USAC Warrants may be exercised by the holders thereof at any time beginning on the one year anniversary of the closing date and before the tenth anniversary of the closing date. Upon exercise of the USAC Warrants, USAC may, at its option, elect to settle the USAC Warrants in common units on a net basis.

USAC’s Class B Units
The USAC Class B Units, all of which are owned by ETO, are a new class of partnership interests of USAC that have substantially all of the rights and obligations of a USAC common unit, except the USAC Class B Units will not participate in distributions for the first four quarters following the closing date of the USAC Transaction on April 2, 2018. Each USAC Class B Unit automatically converted into one USAC common unit on the first business day following the record date attributable to the quarter ending March 31, 2015 untilJune 30, 2019.
On July 30, 2019, the quarter ending December 31, 2016. The impact of (i) the IDR subsidy adjustments and (ii) the6,397,965 USAC 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 ownedB units held 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 outstandingconverted into 6,397,965 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 ofUSAC. These common units during the year ended December 31, 2016, we recognized increasesparticipate in partners’ capital of $37 million.distributions declared by USAC.
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.
Parent Company Quarterly Distributions of Available Cash
TheOur distribution policy is consistent with the terms of our Partnership Agreement, which requires that we distribute all of our Available Cash to our Unitholdersavailable cash quarterly. The Parent Company’s only cash-generating assets currently consist of distributions from its interest in ETO.
Our distributions declared 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,paid 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 presentedunits were as follows:
Quarter Ended          Record Date Payment Date  Rate
December 31, 2016 (1)
 February 7, 2017 February 21, 2017 $0.2850
March 31, 2017 (1)
 May 10, 2017 May 19, 2017 0.2850
June 30, 2017 (1)
 August 7, 2017 August 21, 2017 0.2850
September 30, 2017 (1)
 November 7, 2017 November 20, 2017 0.2950
December 31, 2017 (1)
 February 8, 2018 February 20, 2018 0.3050
March 31, 2018 May 7, 2018 May 21, 2018 0.3050
June 30, 2018 August 6, 2018 August 20, 2018 0.3050
September 30, 2018 November 8, 2018 November 19, 2018 0.3050
December 31, 2018 February 8, 2019 February 19, 2019 0.3050
March 31, 2019 May 7, 2019 May 20, 2019 0.3050
June 30, 2019 August 6, 2019 August 19, 2019 0.3050
September 30, 2019 November 5, 2019 November 19, 2019 0.3050
December 31, 2019 February 7, 2020 February 19, 2020 0.3050

(1)
Certain common unitholders elected to participate in a plan pursuant to which those unitholders elected to forego their cash distributions on all or a portion of their common units for a period of up to nine quarters commencing with the distribution for the quarter ended March 31, 2016 and, in lieu of receiving cash distributions on these common units for each such quarter, each said unitholder received ET Series A Convertible Preferred 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 unit. See additional information below.
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 agreedOur distributions declared and paid with respect 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 presentedET Series A Convertible Preferred Unit were as follows:
Quarter Ended          Record Date Payment Date  Rate
December 31, 2016 February 7, 2017 February 21, 2017 $0.1100
March 31, 2017 May 10, 2017 May 19, 2017 0.1100
June 30, 2017 August 7, 2017 August 21, 2017 0.1100
September 30, 2017 November 7, 2017 November 20, 2017 0.1100
December 31, 2017 February 8, 2018 February 20, 2018 0.1100
March 31, 2018 May 7, 2018 May 21, 2018 0.1100
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 QuarterlyETO Preferred Unit Distributions
Distributions on the ETO’s Series A, Series B, Series C, Series D and Series E preferred units declared and/or paid by ETO were as follows:
Period Ended Record Date Payment Date 
Series A (1)
 
Series B (1)
 Series C Series D Series E 
December 31, 2017 February 1, 2018 February 15, 2018 $15.4510
* 
$16.3780
* 
$—
 $—
 $—
 
June 30, 2018 August 1, 2018 August 15, 2018 31.2500
 33.1250
 0.5634
* 
—
 —
 
September 30, 2018 November 1, 2018 November 15, 2018 —
 —
 0.4609
 0.5931
* 
—
 
December 31, 2018 February 1, 2019 February 15, 2019 31.2500
 33.1250
 0.4609
 0.4766
 —
 
March 31, 2019 May 1, 2019 May 15, 2019 —
 —
 0.4609
 0.4766
 —
 
June 30, 2019 August 1, 2019 August 15, 2019 31.2500
 33.1250
 0.4609
 0.4766
 0.5806
* 
September 30, 2019 November 1, 2019 November 15, 2019 —
 —
 0.4609
 0.4766
 0.4750
 
December 31, 2019 February 3, 2020 February 18, 2020 31.2500
 33.1250
 0.4609
 0.4766
 0.4750
 

*
Represent prorated initial distributions. Prorated initial distributions on the recently issued ETO Series F Preferred Units and ETO Series G Preferred Units will be payable in May 2020.
(1)    ETO Series A Preferred Units and ETO Series B Preferred Unit distributions are paid on a semi-annual basis.
Sunoco LP Cash Distributions
The following table illustrates the percentage allocations of Available Cash
PennTex is required byavailable cash from operating surplus between Sunoco LP’s common unitholders and the holder of its partnership agreementIDRs based on the specified target distribution levels, after the payment of distributions to distribute aClass C unitholders. The amounts set forth under “marginal percentage interest in distributions” are the percentage interests of the IDR holder and the common unitholders in any available cash from operating surplus which Sunoco LP distributes up to and including the corresponding amount in the column “total quarterly distribution per unit target amount.” The percentage interests shown for common unitholders and IDR holder for the minimum quarterly distribution of $0.2750 per unit atare also applicable to quarterly distribution amounts that are less than the end of each quarter. minimum quarterly distribution.
    Marginal Percentage Interest in Distributions
  Total Quarterly Distribution Target Amount Common Unitholders Holder of IDRs
Minimum Quarterly Distribution  $0.4375 100% —%
First Target Distribution $0.4375 to $0.503125 100% —%
Second Target Distribution $0.503125 to $0.546875 85% 15%
Third Target Distribution $0.546875 to $0.656250 75% 25%
Thereafter Above $0.656250 50% 50%


Distributions on Sunoco LP’s units declared during the periods presentedand/or paid by Sunoco LP were as follows:
Quarter Ended Record Date Payment Date Rate
December 31, 2016 February 13, 2017 February 21, 2017 $0.8255
March 31, 2017 May 9, 2017 May 16, 2017 0.8255
June 30, 2017 August 7, 2017 August 15, 2017 0.8255
September 30, 2017 November 7, 2017 November 14, 2017 0.8255
December 31, 2017 February 6, 2018 February 14, 2018 0.8255
March 31, 2018 May 7, 2018 May 15, 2018 0.8255
June 30, 2018 August 7, 2018 August 15, 2018 0.8255
September 30, 2018 November 6, 2018 November 14, 2018 0.8255
December 31, 2018 February 6, 2019 February 14, 2019 0.8255
March 31, 2019 May 7, 2019 May 15, 2019 0.8255
June 30, 2019 August 6, 2019 August 14, 2019 0.8255
September 30, 2019 November 5, 2019 November 19, 2019 0.8255
December 31, 2019 February 7, 2020 February 19, 2020 0.8255

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
USAC Cash Distributions
Subsequent to the Energy Transfer Merger and USAC Transactions described in Note 1 and Note 3, respectively, ETO owned approximately 39.7 million USAC common units and 6.4 million USAC Class B units. Subsequent to the conversion of the USAC Class B Units to USAC common units on July 30, 2019, ETO owns approximately 46.1 million USAC common units. As of December 31, 2019, USAC had approximately 96.6 million common units outstanding. USAC currently has a non-economic general partner interest and no outstanding IDRs.
Distributions on USAC’s units declared and/or paid by USAC subsequent to the USAC transaction on April 2, 2018 were as follows:
Quarter Ended Record Date Payment Date Rate
March 31, 2018 May 1, 2018 May 11, 2018 $0.5250
June 30, 2018 July 30, 2018 August 10, 2018 0.5250
September 30, 2018 October 29, 2018 November 09, 2018 0.5250
December 31, 2018 January 28, 2019 February 8, 2019 0.5250
March 31, 2019 April 29, 2019 May 10, 2019 0.5250
June 30, 2019 July 29, 2019 August 9, 2019 0.5250
September 30, 2019 October 28, 2019 November 8, 2019 0.5250
December 31, 2019 January 27, 2020 February 7, 2020 0.5250

Accumulated Other Comprehensive Income
The following table presents the components of AOCI, net of tax:
 December 31,
 2019 2018
Available-for-sale securities$13
 $2
Foreign currency translation adjustment2
 (5)
Actuarial loss related to pensions and other postretirement benefits(25) (48)
Investments in unconsolidated affiliates, net(1) 9
Total AOCI, net of tax$(11) $(42)

 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,
 2019 2018
Available-for-sale securities$(1) $(1)
Foreign currency translation adjustment2
 2
Actuarial loss relating to pension and other postretirement benefits8
 12
Total$9
 $13

 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-BASEDNON-CASH COMPENSATION PLANS:
ETP Unit-BasedET Non-Cash Compensation Plan
We, Sunoco LP and USAC, 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 Unitcommon unit appreciation rights, cash restricted units and other unit-basednon-cash compensation awards. As of December 31, 2016,2019, an aggregate total of 1.86.5 million ETPET Common Units remain available to be awarded under our equity incentive plans.
Restricted UnitsET Long-Term Incentive Plan
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, ETPET 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, 201822.4
 $15.94
Replacement awards issued in the SemGroup Transaction1.4
 11.60
Awards granted8.9
 12.51
Awards vested(4.0) 21.09
Awards forfeited(0.7) 15.70
Unvested awards as of December 31, 201928.0
 13.89
 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, 2015,2019, 2018, and 2014,2017, the weighted average grant-date fair value per unit award granted was $35.73, $35.21$12.51, $13.00 and $60.85,$17.01, respectively. The total fair value of awards vested was $28$47 million, $49 million, and $26$40 million, respectively, based on the market price of ETPthe respective Common Units as of the vesting date. As of December 31, 2016,2019, a total of 6.328.0 million unit awards remain unvested, for which ETPET expects to recognize a total of $179$258 million in compensation expense over a weighted average period of 2.12.6 years.
Cash Restricted Units. The Partnership has also We previously granted cash restricted units, which vest 100% at the end of the third year of service. A cash restricted unit entitlesentitled the award recipient to receive cash equal to the market value of one ETPET Common Unit upon vesting.
As of December 31, 2016, a total of 0.2 million unvested The Partnership does not currently have any cash restricted units were outstanding.
Based on the trading priceSubsidiary Long-Term Incentive Plans
Each of ETP Common Units at December 31, 2016, the Partnership expects to recognize $3 million of unit-based compensation expense related to non-vested cashSunoco LP and USAC has granted 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,or phantom unit awards unit appreciation rights, unrestricted unit awards and other unit-based awards.
Restricted Units
Sunoco Logistics has granted restricted unit awards(collectively, the “Subsidiary Unit Awards”) to employees and directors that entitle the grantees to receive Sunoco Logistics common units or,of the respective subsidiary. In some cases, at the discretion of the Sunoco Logisticsrespective subsidiary’s compensation committee, the grantee may instead receive an amount of cash equivalent to the value of common units upon vesting. Sunoco Logistics’ outstanding restricted unit awardsSubstantially all of the Subsidiary Unit Awards are time-vested grants, the vesting of which occurs

generally vest over a three or five-year period, and is conditioned solely upon continued employment or service as of the applicable vesting date. These unit awards entitlethat entitles the grantees of the unit awards to receive an amount of cash equal to the per unit cash distributions made by Sunoco Logisticsthe respective subsidiaries during the period the restricted unit is outstanding.
The following table summarizes the activity of the Sunoco Logistics restricted unit awards:Subsidiary Unit Awards:
 Sunoco LP USAC
 
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, 20182.1
 $29.15
 1.4
 $14.98
Awards granted0.7
 30.70
 0.7
 15.88
Awards vested(0.5) 30.04
 (0.3) 13.06
Awards forfeited(0.2) 28.16
 —
 16.78
Unvested awards as of December 31, 20192.1
 29.21
 1.8
 15.09

 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 following table summarizes the weighted average grant-date fair value per unit award granted was $23.21, $29.54 and $41.59, respectively. granted:
 Years Ended December 31,
 2019 2018 2017
Sunoco LP$30.70
 $27.67
 $28.31
USAC15.88
 15.47
 N/A

The total fair value of restricted unit awardsSubsidiary Unit Awards vested for the years ended December 31, 2016, 20152019, 2018 and 2014,2017 was $12$17 million, $8$22 million, and $30$9 million, respectively, based on the market price of Sunoco Logistics’LP and USAC common units as of the vesting date.date for the years ended December 31, 2019 and 2018 and Sunoco LP for the year ended December 31, 2017. As of December 31, 2016,2019, estimated compensation cost related to non-vested awardsSubsidiary Unit Awards not yet recognized was $57 million, and the weighted average period over which this cost is expected to be recognized in expense is 3.03.6 years.

10.INCOME TAXES:
As a partnership, we are not subject to U.S.United States 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) areof our taxable subsidiaries were summarized as follows:
 Years Ended December 31,
 2019 2018 2017
Current expense (benefit):     
Federal$(20) $(8) $54
State(2) 19
 (16)
Total(22) 11
 38
Deferred expense (benefit):     
Federal174
 181
 (2,055)
State43
 (188) 184
Total217
 (7) (1,871)
Total income tax expense (benefit) from continuing operations$195
 $4
 $(1,833)

 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 tax rate has differed from the statutory rate primarily due to Partnershippartnership earnings that are not subject to U.S.United States 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.United States statutory rate to the Partnership’s income tax expense (benefit) attributable to continuing operationsbenefit for the years ended December 31, 2016, 20152019, 2018 and 20142017 is as follows:

 Years Ended December 31,
 2019 2018 2017
Income tax expense at United States statutory rate$1,070
 $763
 $248
Increase (reduction) in income taxes resulting from:     
Partnership earnings not subject to tax(882) (635) (477)
Goodwill impairment—
 —
 207
State tax, net of federal tax benefit12
 (125) 124
Dividend received deduction(3) (5) (14)
Federal rate change—
 —
 (1,812)
Change in tax status of subsidiary—
 —
 (124)
Other(2) 6
 15
Income tax expense (benefit) from continuing operations$195
 $4
 $(1,833)
 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,
 2019 2018
Deferred income tax assets:   
Net operating losses, alternative minimum tax credit and other carryforwards$936
 $768
Pension and other postretirement benefits7
 34
Long-term debt—
 13
Other85
 181
Total deferred income tax assets1,028
 996
Valuation allowance(95) (96)
Net deferred income tax assets933
 900
    
Deferred income tax liabilities:   
Property, plant and equipment(501) (782)
Investments in affiliates(3,547) (2,872)
Trademarks(72) (63)
Other(21) (109)
Total deferred income tax liabilities(4,141) (3,826)
Net deferred income taxes$(3,208) $(2,926)

 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) $(4,082)
The table below provides a rollforwardAs of the net deferred income tax liability as follows:
 December 31,
 2016 2015
Net deferred income tax liability, beginning of year$(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)
December 31, 2019, ETP Holdco and other corporate subsidiaries havehad a federal net operating loss carryforward of $580 million, all$2.65 billion, of which $1.10 billion will expire in 2032 through 2035. between 2031 and 2037 while the remaining can be carried forward indefinitely. As of December 31, 2019, Semgroup Corporation had a federal net operating loss carryforward of $766 million of which $185 million will expire between 2031 and 2037 while the remaining can be carried forward indefinitely. As of December 31, 2019, Sunoco Property Company LLC, a corporate subsidiary of Sunoco LP, has no federal net operating loss carryforward.
Our corporate subsidiaries have $52$15 million of federal alternative minimum tax credits at December 31, 2016.2019, of which $8 million is expected to be reclassified to current income tax receivable in 2020 pursuant to the Tax Cuts and Jobs Act. Our corporate subsidiaries have state net operating loss carryforward benefits of $124$118 million, net of federal tax, which expire between 20172020 and 2036.2038, while others are carried forward indefinitely. Our corporate subsidiaries have Canadian net operating losses of $68 million that will begin to expire in 2033 and foreign tax credits of $45 million that will begin to expire in 2020. Our corporate subsidiaries have cumulative excess business interest expense of $35 million available for carryforward indefinitely. A valuation allowance of $118$49 million is applicableattributable to the state net operating loss carryforward benefits primarily attributable to significant restrictions on their use in the Commonwealth of Pennsylvania. A separate valuation allowance of $46 million is attributable to foreign tax credits.

The following table sets forth the changes in unrecognized tax benefits:
 Years Ended December 31,
 2019 2018 2017
Balance at beginning of year$624
 $609
 $615
Additions attributable to tax positions taken in the current year—
 8
 —
Additions attributable to tax positions taken in prior years11
 7
 28
Reduction attributable to tax positions taken in prior years(541) —
 (25)
Lapse of statute—
 —
 (9)
Balance at end of year$94
 $624
 $609
 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, 2016,2019, we have $596$90 million ($55472 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 2016,2019, we recognized interest and penalties of less than $1 million. At December 31, 2016,2019, we have interest and penalties accrued of $6$3 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 withWe appealed the IRS excluding these government incentive payments from federal taxable income. The IRS denied the amended returns, and Sunoco, Inc. petitioned theadverse Court of Federal Claims (“CFC”) in June 2015 on this issue. In November 2016,decision against ETC Sunoco regarding the CFC ruled against Sunoco, Inc., and Sunoco, Inc. is appealing this decisionIRS' denial of ethanol blending credits claims under Section 6426 to the Federal Circuit. IfThe Federal Circuit affirmed the CFC's denial on November 1, 2018. ETC Sunoco Inc. is ultimately fully successful in this litigation, it will receivefiled a petition for certiorari with the Supreme Court on May 24, 2019 to review the Federal Circuit's affirmation of the CFC's ruling, and the Court denied ETC Sunoco's petition on October 7, 2019. The petition for certiorari applied to Sunoco's 2004 through 2009 tax refunds of approximately $530 million. However, dueyears, and 2010 - 2011 are on extension with the IRS through March 30, 2020, via a Form 907 (Agreement to Extend the Time to Bring Suit). Due to the uncertainty surrounding the litigation, a reserve of $530 million was previously established for the full amount of the litigation. Due to the timing of the litigationpending refund claims, and the related reserve, the receivable and the reserve for this issue have beenwere netted in the balance sheet. Subsequent to the Supreme Court's denial of the petition in October 2019, the receivable and reserve have been reversed, with no impact to the Partnership's financial statements asposition and results of December 31, 2016.operations.
In December ofNovember 2015, Thethe Pennsylvania Commonwealth Court determined in Nextel Communications v. Commonwealth (“Nextel”Nextel”) that the Pennsylvania limitation on NOL carryforwardscarryforward deductions violated the uniformity clause of the Pennsylvania Constitution. Based uponConstitution and struck the NOL limitation in its entirety.  In October 2017, the Pennsylvania Supreme Court affirmed the decision with respect to the uniformity clause violation; however, the Court reversed with respect to the remedy and instead severed the flat-dollar limitation, leaving the percentage-based limitation intact.  Nextel subsequently filed a petition for writ of certiorari with the United States Supreme Court, and this was denied on June 11, 2018.  Now certain Pennsylvania taxpayers are proceeding with litigation in Pennsylvania state courts on issues not addressed by the Pennsylvania Supreme Court in Nextel,, specifically, whether the Due Process and Equal Protection Clauses of the United States Constitution and the Remedies Clause of the Pennsylvania Constitution require a court to grant the taxpayer relief. ETC Sunoco Inc. is recognizinghas recognized approximately $46$67 million ($3053 million after federal income tax benefits) in tax benefit based on previously filed tax returns and certain previously filed protective claims.claims as relates to its cases currently held pending the Nextel matter.  However, asbased upon the NextelPennsylvania Supreme Court’s October 2017 decision, is subject to appeal, and because of uncertainty in the breadth of the application of the decision, we have reserved $9$34 million ($627 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.ET and its subsidiaries are no longer subject to examination by the IRS, and most state jurisdictions, for the 2014 and prior tax years prior to 2007.years.
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.
ETPET 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 – AmeriGasFERC Proceedings
In connection withBy Order issued January 16, 2019, the closingFERC initiated a review of Panhandle’s existing rates pursuant to Section 5 of the contribution of its propane operations in January 2012, ETP agreedNatural Gas Act to provide contingent residual support of $1.55 billion of intercompany borrowings madedetermine whether the rates currently charged 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 bePanhandle are just and reasonable and not unduly discriminatory and pipelines may not confer any undue preference. The tariff rates establishedset the matter for interstate services were based onhearing.  On August 30, 2019, Panhandle filed 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. Anygeneral rate proceeding under Section 4 of the foregoing could adversely affect our business, revenuesNatural Gas Act. The Natural Gas Act Section 5 and cash flow.Section 4 proceedings were consolidated by the Order dated October 1, 2019.  A hearing in the combined proceedings is scheduled for August 2020, with an initial decision expected in early 2021.
FERC Audit
In March 2016,By Order issued February 19, 2019, the FERC commenced an auditinitiated a review of Trunkline for the period from January 1, 2013Southwest Gas’ existing rates pursuant to present to evaluate Trunkline’s compliance with the requirements of its FERC gas tariff, the accounting regulationsSection 5 of the Uniform SystemNatural Gas Act to determine whether the rates currently charged by Southwest Gas are just and reasonable and set the matter for hearing.  Southwest Gas filed a cost and revenue study on May 6, 2019.  On July 10, 2019, Southwest Gas filed an Offer of Accounts as prescribedSettlement in this Section 5 proceeding, which settlement was supported or not opposed by Commission Trial Staff and all active parties. By order dated October 29, 2019, the FERC approved the settlement as filed, and there is not a material impact on revenue.
In addition, on November 30, 2018, Sea Robin filed a rate case pursuant to Section 4 of the FERC’s annual reporting requirements. The auditNatural Gas Act. On July 22, 2019, Sea Robin filed an Offer of Settlement in this Section 4 proceeding, which settlement was supported or not opposed by Commission Trial Staff and all active parties. By order dated October 17, 2019, the FERC approved the settlement as filed, and there is ongoing.not a material impact on revenue.
Commitments
In the normal course of business, ETPETO 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. ETPETO 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’sOur joint venture agreements require that itwe funds itsour proportionate share of capital contributions to its unconsolidated affiliates. Such contributions will depend upon ETP’sour 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,rights-of-way (“ROW”) commitments, which require fixed monthly rental payments and either expire upon our chosen abandonment or at various dates through 2034.in the future. The table below reflects rentalROW expense under these operating leases included in operating expenses in the accompanying statements of operations,operations:
 Years Ended December 31,
 2019 2018 2017
ROW expense$45
 $46
 $46

PES Refinery Fire and Bankruptcy
We own an approximately 7.4% non-operating interest in PES, which include contingent rentals,owns a refinery in Philadelphia. In addition, the Partnership provides logistics services to PES under commercial contracts and rental expense recoveredSunoco LP has historically purchased refined products from PES. In June 2019, an explosion and fire occurred at the refinery complex.
On July 21, 2019, PES Holdings, LLC and seven of its subsidiaries (collectively, the "Debtors") filed voluntary petitions in the United States Bankruptcy Court for the District of Delaware seeking relief under the provisions of Chapter 11 of the United States Bankruptcy Code, as a result of the explosion and fire at the Philadelphia refinery complex. The Debtors have also defaulted on a $75 million note payable to a subsidiary of the Partnership. The Partnership has not recorded a valuation allowance related to the note receivable as of December 31, 2019, because management is not yet able to determine the collectability of the note in bankruptcy.
In addition, the Partnership’s subsidiaries retained certain environmental remediation liabilities when the refinery was sold to PES. As of December 31, 2019, the Partnership has funded these environmental remediation liabilities 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 commitmentsits wholly-owned captive insurance company, based upon actuarially determined estimates for such leases are:costs, and these liabilities are included in the total environmental liabilities discussed below under “Environmental Remediation.” In the event that the PES property is sold in connection with the bankruptcy proceeding, it may be necessary for the Partnership to record additional environmental remediation liabilities in the future depending upon the proposed use of such property by the buyer of the property; however, management is not currently able to estimate such additional liabilities.
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
PES has rejected certain of the Partnership’s commercial contracts pursuant to Section 365 of the Bankruptcy Code; however, the impact of the bankruptcy on the Partnership’s commercial contracts and related revenue loss (temporary or permanent) is unknown at this time. In addition, Sunoco LP has been successful at acquiring alternative supplies to replace fuel volume lost from PES and does not anticipate any material impact to its business going forward.
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 ofOn July 27, 2016, individuals affiliated with, or sympathetic to, the Standing Rock Sioux Tribe (the “SRST”(“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.United States District Court granted Dakota Access’s request for a TRO, and the defendants filed a motion to dismissDistrict of Columbia challenging permits issued by 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.United States Army Corps of Engineers (“USACE”) issued permits topermitting Dakota Access, consistent with environmental and historic preservation statutes for the pipelineLLC (“Dakota Access”) to make two crossings of the Missouri River in North Dakota, including a crossing ofcross the Missouri River at Lake Oahe.Oahe in North Dakota. The USACE has also issuedcase was subsequently amended to challenge an easement to allowissued by the USACE allowing 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 theRiver. 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 (“CRST”) intervened. Separate lawsuits filed by the Oglala Sioux Tribe (“OST”) and the Yankton Sioux Tribe (“YST”) were consolidated with this action and several individual tribal members intervened alongside(collectively with SRST and CRST, the SRST. After USACE gave Dakota Access its final easement, the Cheyenne River Sioux moved for a preliminary injunction“Tribes”). Plaintiffs and TRO blocking construction. TheseDefendants filed cross 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.parties await a ruling.
While we believe that the pending lawsuits are unlikely to block constructionhalt or suspend 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. WeEnergy Transfer 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)(“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. Thewells, however, Lone Star is still quantifying the extent of possibleits incurred and ongoing damages is still under investigation.and has obtained, and will continue to seek, reimbursement for these losses.
MTBE Litigation
ETC Sunoco Inc. and/orHoldings LLC and Sunoco Inc. (R&M), along with other refiners, manufacturers and sellers of gasoline,LLC (collectively, “Sunoco”) are defendants in lawsuits alleging MTBE contamination of groundwater. The plaintiffs, typically include water purveyors and municipalities responsible for supplying drinking water andstate-level governmental authorities. The plaintiffs primarilyentities, assert product liability, claims and additional claims including nuisance, trespass, negligence, violation of environmental laws, andand/or deceptive business practices.practices claims. 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, 2016,2019, Sunoco Inc. is a defendant in sixfive cases, including casesone case each initiated by the States of New Jersey, Vermont, Pennsylvania,Maryland and Rhode Island, one by the Commonwealth of Pennsylvania and two others by the Commonwealth of Puerto Rico with theRico. The more recent Puerto Rico action beingis 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 withactions brought by the State of New Jersey, subject to the parties agreeing on the termsMaryland and conditionsCommonwealth of a SettlementPennsylvania have also named as defendants ETO, ETP Holdco Corporation, and Release agreement. Sunoco Partners Marketing & Terminals L.P. (“SPMT”).
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 anAn 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 saidsuch adverse determination occurs, but does not believe that any such an adverse determination likely would not 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 unitholdersrelated to the Regency-ETO merger (the “Regency Merger”) in the Court of Chancery of the State of Delaware. Delaware (the “Regency Merger Litigation”), on behalf of Regency’s common unitholders against Regency GP LP, Regency GP LLC, ET, ETO, ETP GP, and the members of Regency’s board of directors.
The lawsuitRegency Merger Litigation 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 onagreement. 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,Chancery granted the defendants’ motion to dismiss the lawsuit in the Supreme Court of the State of Delaware. Dieckman filed his Opening Brief on June 9, 2016,its entirety. Plaintiff appealed, 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 reversingreversed the judgment of the Court of Chancery. Plaintiff then filed an Amended

Verified Class Action Complaint, which defendants moved to dismiss. The Court of Chancery granted in part and denied in part the motions to dismiss, dismissing the claims against all defendants other than Regency GP, LP and Regency GP LLC (the “Regency Defendants”). The Court of Chancery later granted Plaintiff’s unopposed motion for class certification. Trial was held on December 10-16, 2019, and the parties await a ruling from the court.
The Regency Defendants cannot predict the outcome of the Regency Merger Litigation or any lawsuits that dismissed Counts Imight be filed subsequent to the date of this filing; nor can the Regency Defendants predict the amount of time and II of Dieckman’s Complaint.expense that will be required to resolve the Regency Merger Litigation. The Regency Defendants believe the Regency Merger Litigation is without merit and intend to vigorously defend against it.
Enterprise Products Partners, L.P. and Enterprise Products Operating LLC Litigation
On January 27, 2014, a trial commenced between ETPETO 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 ETPETO against Enterprise that consisted of $319 million in compensatory damages and $595 million in disgorgement to ETP.ETO.  The jury also found that ETPETO owed Enterprise $1 million under a reimbursement agreement. On July 29, 2014, the trial court entered a final judgment in favor of ETPETO and awarded ETPETO $536 million, consisting of compensatory damages, disgorgement, and pre-judgment interest. The trial court also ordered that ETPETO 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 TexasCourt of Appeals. On July 18, 2017, the Court of Appeals issued its opinion and briefing by Enterprise and ETP is complete. Oral argument was held on April 20, 2016. Thereversed the trial court’s judgment. ETO’s motion for rehearing to the Court of Appeals is takingwas denied. On November 27, 2017, ETO filed a Petition for Review with the briefsTexas Supreme Court. On June 8, 2018, the Texas Supreme Court ordered briefing on the merits. On June 28, 2019, the Texas Supreme Court granted ETO’s petition for review and oral argument was heard on October 8, 2019. On January 31, 2020, the Texas Supreme Court affirmed the judgment of the Court of Appeals.
Litigation Filed By or Against Williams
In April and May, 2016, the Williams Companies, Inc. (“Williams”) filed two lawsuits (the “Williams Litigation”) against ET, LE GP, and, in one of the lawsuits, Energy Transfer Corp LP, ETE Corp GP, LLC, and Energy Transfer Equity GP, LLC (collectively, “Defendants”), alleging that Defendants breached their obligations under advisement.the ET-Williams merger agreement (the “Merger Agreement”). In accordance with GAAP, no amountsgeneral, Williams alleges that 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 concerning Section 721 of the Internal Revenue Code (“721 Opinion”), (b) issuing the Partnership’s Series A Convertible Preferred Units (the “Issuance”), and (c) making allegedly untrue representations and warranties in the Merger Agreement.
After a two-day trial on June 20 and 21, 2016, the Court ruled in favor of Defendants and issued a declaratory judgment that ET could terminate the merger after June 28, 2016 because of Latham’s inability to provide the required 721 Opinion. The Court did not reach a decision regarding Williams’ claims related to the original verdict orIssuance nor the July 29, 2014 final judgment will be recordedalleged untrue representations and warranties. On March 23, 2017, the Delaware Supreme Court affirmed the Court’s ruling on the June 2016 trial.
In September 2016, the parties filed amended pleadings. Williams filed an amended complaint seeking a $410 million termination fee based on the alleged breaches of the Merger Agreement listed above. Defendants filed amended counterclaims and affirmative defenses, asserting that Williams materially breached the Merger Agreement by, among other things, (a) failing to use its reasonable best efforts to consummate the merger, (b) failing to provide material information to ET for inclusion 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 challengingForm S-4 related to the merger, (c) failing to facilitate the financing of the merger, and (d) breaching 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 CourtMerger Agreement’s forum-selection clause.
Trial is currently set 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.June 2020. Defendants cannot predict the outcome of thesethe Williams Litigation or any other lawsuits that might be filed subsequent to the date of the filing of this annual report,filing; nor can Defendants predict the amount of time and expense that will be required to resolve such litigation.these lawsuits. Defendants believe the Lawsuitsthat Williams’ claims are without merit and intend to defend vigorously against them.
Unitholder Litigation Relating to the LawsuitsIssuance
ET unitholders filed a putative class action lawsuits against ET, 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 (the “Issuance Litigation”). Plaintiffs alleged that the issuance of ET Series A Convertible Preferred Units (“Issuance”) breached various provisions of ET’s partnership agreement. Plaintiffs sought, among other things, preliminary and permanent injunctive relief and class-wide damages allegedly resulting from the Issuance.

The matter was tried on February 19-21, 2018. In a May 17, 2018 opinion, the court found that one provision of the Issuance breached ET’s partnership agreement, but that this breach caused no damages. The court denied Plaintiffs’ requests for injunctive relief and declined to award damages or any other form of relief. Plaintiffs subsequently filed a motion seeking $8.5 million in attorneys’ fees and expenses, which the defendants opposed. On May 6, 2019, the Court entered an Order and Final Judgment, consistent with its May 2018 post-trial opinion, in which it ordered Energy Transfer to pay $4.5 million in attorneys’ fees and expenses and granted Plaintiffs’ Motion for Class Certification.
On June 5, 2019, Plaintiffs filed a notice of appeal to the Supreme Court of Delaware from, among other things, the May 17, 2018 Memorandum Opinion and the May 6, 2019 Order and Final Judgment. The Delaware Supreme Court summarily affirmed the Court’s rulings. The case was closed on December 12, 2019, ending the litigation.
Rover
On November 3, 2017, the State of Ohio and the Ohio Environmental Protection Agency (“Ohio EPA”) filed suit against Rover and other defendants (collectively, the Defendants”) seeking to recover approximately $2.6 million in civil penalties allegedly owed and certain injunctive relief related to permit compliance. The Defendants filed several motions to dismiss, which were granted on all counts. The Ohio EPA appealed, and on December 9, 2019, the Fifth District Court of Appeals entered a unanimous judgment affirming the trial court. The Ohio EPA sought review from the Ohio Supreme Court, which Defendants intend to oppose.
Bayou Bridge
On January 11, 2018, environmental groups and a trade association filed suit against the U.S. Army Corps of Engineers (“USACE”) in the United States District Court for the Middle District of Louisiana alleging violations of the National Environmental Policy Act, the Clean Water Act, and the Rivers and Harbors Act. ETO, through its subsidiary Bayou Bridge Pipeline, LLC (“Bayou Bridge”), intervened.
In February 2018, the District Court initially granted Plaintiffs’ motion for a preliminary injunction, but the Fifth Circuit Court of Appeals subsequently vacated that decision. The Fifth Circuit’s ruling allowed construction to continue and be completed during the pendency of the case. Plaintiffs filed a second motion for preliminary injunction in January 2019, which was denied. Plaintiffs and Defendants filed cross motions for summary judgment, and the parties await a ruling.
Revolution
On September 10, 2018, a pipeline release and fire (the “Incident”) occurred on the Revolution pipeline, a natural gas gathering line located in Center Township, Beaver County, Pennsylvania. There were no injuries. On February 8, 2019, the Pennsylvania Department of Environmental Protection (“PADEP”) issued a Permit Hold on any requests for approvals/permits or permit amendments for any project in Pennsylvania pursuant to the state’s water laws. The Partnership filed an appeal of the Permit Hold with the Pennsylvania Environmental Hearing Board. On January 3, 2020, the Partnership entered into a Consent Order and Agreement with the Department in which, among other things, the Permit Hold was lifted, the Partnership agreed to pay a $28.6 million civil penalty and fund a $2 million community environmental project, and all related appeals were withdrawn.
The Pennsylvania Office of Attorney General has commenced an investigation regarding the Incident, and the United States Attorney for the Western District of Pennsylvania has issued a federal grand jury subpoena for documents relevant to the Incident. The scope of these investigations is not further known at this time.
Chester County, Pennsylvania Investigation
In December 2018, the former Chester County District Attorney (“DA”) sent a letter to the Partnership stating that his office was investigating the Partnership and related entities for “potential crimes” related to the Mariner East pipelines.
Subsequently, the matter was submitted to an Investigating Grand Jury in Chester County, Pennsylvania, which has issued subpoenas seeking documents and testimony. On September 24, 2019, the former DA sent a Notice of Intent to the Partnership of its intent to pursue an abatement action if certain conditions were not remediated. The Partnership responded to the Notice of Intent within the proscribed time period. To date, the Partnership is not aware of any further action with regard to this Notice.
In December 2019, the former DA announced charges against a current employee related to the provision of security services. The Partnership has secured independent counsel for the employee. While the Partnership will continue to cooperate with the investigation, it intends to vigorously defend itself.

Delaware County, Pennsylvania Investigation
On March 11, 2019, the Delaware County District Attorney’s Office (“DA”) announced that the DA and the Pennsylvania Attorney General’s Office, at the request of the DA, are conducting an investigation of alleged criminal misconduct involving the construction and related activities of the Mariner East pipelines in Delaware County. The Partnership has not been appraised of the specific conduct under investigation. While the Partnership will cooperate with the investigation, it intends to vigorously defend itself.
Recently Filed Litigation Involving Energy Transfer LP
Two purported unitholders of ET filed securities class actions against ET’s Board of Directors and ET as a nominal defendant. See Bettiol v. LP GP, Case No. 3:19-cv-02890-X and Donel Davidson v. Kelcy L. Warren, Cause No. DC-20-02322. The complaints assert claims for breach of fiduciary duties, unjust enrichment, waste of corporate assets, abuse of control, and gross mismanagement and seek damages on behalf of ET related to an alleged decline in ET’s unit value and also seek changes to ET’s corporate governance structure, attorney’s fees, and litigation costs.
Another purported unitholder of ET, Allegheny County Employees’ Retirement System (“ACERS”), individually and on behalf of all other similarly situated, filed a federal securities class action suit against ET and three of ET’s directors: Kelcy L. Warren, John W. McReynolds, and Thomas E. Long. The complaint asserts claims for violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. ACERS seeks damages allegedly sustained by it and the class in connection with an alleged decline in ET’s unit value, as well as attorney’s fees, litigation costs, and any other actions challengingrelief the merger.court deems proper.
The lawsuits allege, among other things, the existence of wrongdoing by ET during permitting and construction of its Mariner East pipeline project, including that ET made materially false and misleading statements regarding its business, operations, and compliance policies related to the project.
The defendants cannot predict the outcome of these lawsuits or any lawsuits that might be filed subsequent to the date of this filing; nor can the defendants predict the amount of time and expense that will be required to resolve these lawsuits. However, the defendants believe that the claims are without merit and intend to vigorously contest them.
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, 20162019 and 2015,2018, accruals of approximately $53$120 million and $40$56 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 amountsIn addition, other legal proceedings exist that are considered reasonably possible to result in unfavorable outcomes.  For those where possible losses can be estimated, the range of possible losses related to these contingent obligations is estimated to be up to $80 million; however, 0 accruals 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.2019.
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.

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, natural resource damages, 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.
In February 2017, we received letters from the DOJ on behalf of EPA and Louisiana Department of Environmental Quality (“LDEQ”) notifying SPLP and Mid-Valley that enforcement actions were being pursued for three separate crude oil releases: (a) an estimated 550 barrels released from the Colmesneil-to-Chester pipeline in Tyler County, Texas (“Colmesneil”) which allegedly occurred in February 2013; (b) an estimated 4,509 barrels released from the Longview-to-Mayersville pipeline in Caddo Parish, Louisiana (a/k/a Milepost 51.5) which allegedly occurred in October 2014; and (c) an estimated 40 barrels released from the Wakita 4-inch gathering line in Oklahoma which allegedly occurred in January 2015. In January 2019, a Consent Decree approved by all parties as well as an accompanying Complaint was filed in the United States District Court for the Western District of Louisiana seeking public comment and final court approval to resolve all penalties with DOJ and LDEQ for the three releases. Subsequently, the court approved the Consent Decree and the penalty payment of $5.4 million was satisfied. The Consent Decree requires certain injunctive relief to be completed on the Longview-to-Mayersville pipeline within three years but the injunctive relief is not expected to have any material impact on operations. In addition to resolution of the civil penalty and injunctive relief, we continue to discuss natural resource damages with the Louisiana trustees related to the Caddo Parish, Louisiana release.
In October 2018, Pipeline Hazardous Materials Safety Administration (“PHMSA”) issued a notice of proposed safety order (the “Notice”) to SPMT, a wholly owned subsidiary of ETO. The Notice alleged that conditions exist on certain pipeline facilities owned and operated by SPMT in Nederland, Texas that pose a pipeline integrity risk to public safety, property or the environment. The Notice also made preliminary findings of fact and proposed corrective measures. SPMT responded to the Notice by submitting a timely written response on November 2, 2018, attended an informal consultation held on January 30, 2019 and entered into a consent agreement with PHMSA resolving the issues in the Notice as of March 2019. SPMT is currently awaiting response from PHMSA regarding the approval status of the submitted Remedial Work Plan.
On June 4, 2019, the Oklahoma Corporation Commission’s (“OCC”) Transportation Division filed a complaint against SPLP seeking a penalty of up to $1 million related to a May 2018 rupture near Edmond, Oklahoma.  The release occurred on the Noble to Douglas 8” pipeline in an area of external corrosion and caused the release of approximately fifteen barrels of crude oil. SPLP responded immediately to the release and remediated the surrounding environment and pipeline in cooperation with the OCC.  The OCC filed the complaint alleging that SPLP failed to provide adequate cathodic protection to the pipeline causing the failure.  SPLP is negotiating a settlement agreement with the OCC for a lesser penalty. The OCC has accepted our counter offer in conjunction with a proposed consent order. The Consent Order will be presented to the OCC at a final hearing the date of which is to be determined.
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 be contractually responsible for contamination caused by other parties.
•
certain gathering and processing systems are responsible for soil and groundwater remediation related to releases of hydrocarbons.
•
legacy sites related to Sunoco that are subject to environmental assessments, including formerly owned terminals and other logistics assets, retail sites that Sunoco no longer operates, closed and/or sold refineries and other formerly owned sites.
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.
•
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, 2019, Sunoco had been named as a PRP at approximately 40 identified or potentially identifiable “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.
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, 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,
 2019 2018
Current$46
 $42
Non-current274
 295
Total environmental liabilities$320
 $337

 December 31,
 2016 2015
Current$32
 $41
Non-current313
 326
Total environmental liabilities$345
 $367
In 2013, weWe 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, 20162019 and 2015,2018, the Partnership recorded $43$39 million and $38$48 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 our results of operations, cash flows or financial position.
Our pipeline operations are subject to regulation by the U.S.United States 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’sthe Occupational Safety and Health Administration’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.REVENUE:
The following disclosures discuss the Partnership’s revised revenue recognition policies upon the adoption of ASU 2014-09 on January 1, 2018. These policies were applied to the amounts reflected in the Partnership’s consolidated financial statements for the years ended December 31, 2019 and 2018, while the amounts reflected in the Partnership’s consolidated financial statements for the year ended December 31, 2017 were recorded under the Partnership’s previous accounting policies.

Disaggregation of revenue
The major types of revenue within our reportable segments, are as follows:
•intrastate transportation and storage;
•interstate transportation and storage;
•midstream;
•NGL and refined products transportation and services;
•crude oil transportation and services;
•investment in Sunoco LP;
fuel distribution and marketing;
all other;
•investment in USAC;
contract operations;
retail parts and services; and
•all other.
Note 17 depicts the disaggregation of revenue by segment, with revenue amounts reflected in accordance with ASC Topic 606 for 2019 and 2018 and ASC Topic 605 for 2017.
Intrastate transportation and storage revenue
Our intrastate transportation and storage segment’s revenues are determined primarily by the volume of capacity our customers reserve as well as the actual volume of natural gas that flows through the transportation pipelines or that is injected or withdrawn into or out of our storage facilities. Firm transportation and storage contracts require customers to pay certain minimum fixed fees regardless of the volume of commodity they transport or store. These contracts typically include a variable incremental charge based on the actual volume of transportation commodity throughput or stored commodity injected/withdrawn. Under interruptible transportation and storage contracts, customers are not required to pay any fixed minimum amounts, but are instead billed based on actual volume of commodity they transport across our pipelines or inject/withdraw into or out of our storage facilities. Payment for services under these contracts are typically due the month after the services have been performed.
The performance obligation with respect to firm contracts is a promise to provide a single type of service (transportation or storage) daily over the life of the contract, which is fundamentally a “stand-ready” service. While there can be multiple activities required to be performed, these activities are not separable because such activities in combination are required to successfully transfer the overall service for which the customer has contracted. The fixed consideration of the transaction price is allocated ratably over the life of the contract and revenue for the fixed consideration is recognized over time, because the customer simultaneously receives and consumes the benefit of this “stand-ready” service. Incremental fees associated with actual volume for each respective period are recognized as revenue in the period the incremental volume of service is performed.
The performance obligation with respect to interruptible contracts is also a promise to provide a single type of service, but such promise is made on a case-by-case basis at the time the customer requests the service and we accept the customer’s request. Revenue is recognized for interruptible contracts at the time the services are performed.
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.
Interstate transportation and storage revenue
Our interstate transportation and storage segment’s revenues 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 or that is injected into or withdrawn out of our storage facilities. Our interstate transportation and storage segment’s contracts can be firm or interruptible. Firm transportation and storage contracts require customers to pay certain minimum fixed fees regardless of the volume of commodity transported or stored. In exchange for such fees, we must stand ready to perform a contractually agreed-upon

minimum volume of services whenever the customer requests such services. These contracts typically include a variable incremental charge based on the actual volume of transportation commodity throughput or stored commodity injected or withdrawn. Under interruptible transportation and storage contracts, customers are not required to pay any fixed minimum amounts, but are instead billed based on actual volume of commodity they transport across our pipelines or inject into or withdraw out of our storage facilities. Consequently, we are not required to stand ready to provide any contractually agreed-upon volume of service, but instead provides the services based on existing capacity at the time the customer requests the services. Payment for services under these contracts are typically due the month after the services have been performed.
The performance obligation with respect to firm contracts is a promise to provide a single type of service (transportation or storage) daily over the life of the contract, which is fundamentally a “stand-ready” service. While there can be multiple activities required to be performed, these activities are not separable because such activities in combination are required to successfully transfer the overall service for which the customer has contracted. The fixed consideration of the transaction price is allocated ratably over the life of the contract and revenue for the fixed consideration is recognized over time, because the customer simultaneously receives and consumes the benefit of this “stand-ready” service. Incremental fees associated with actual volume for each respective period are recognized as revenue in the period the incremental volume of service is performed.
The performance obligation with respect to interruptible contracts is also a promise to provide a single type of services, but such promise is made on a case-by-case basis at the time the customer requests the service and we accept the customer’s request. Revenue is recognized for interruptible contracts at the time the services are performed.
Lake Charles LNG’s revenues are primarily derived from terminalling 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 Royal Dutch Shell plc (“Shell”). Terminalling revenue is generated from fees paid by Shell for storage and other associated services at the terminal. Payment for services under these contracts are typically due the month after the services have been performed.
The terminalling agreements are considered to be firm agreements, because they include fixed fee components that are charged regardless of the volumes transported by Shell or services provided at the terminal.
The performance obligation with respect to firm contracts is a promise to provide a single type of service (terminalling) daily over the life of the contract, which is fundamentally a “stand-ready” service. While there can be multiple activities required to be performed, these activities are not separable because such activities in combination are required to successfully transfer the overall service for which the customer has contracted. The fixed consideration of the transaction price is allocated ratably over the life of the contract and revenue for the fixed consideration is recognized over time, because the customer simultaneously receives and consumes the benefit of this “stand-ready” service. Incremental fees associated with actual volume for each respective period are recognized as revenue in the period the incremental volume of service is performed.
Midstream revenue
Our midstream segment’s revenues are derived primarily from margins we earn for natural gas volumes that are gathered, processed, and/or transported. The various types of revenue contracts our midstream segment enters into include:
Fixed fee gathering and processing: Contracts under which we provide gathering and processing services in exchange for a fixed cash fee per unit of volume. Revenue for cash fees is recognized when the service is performed.
Keepwhole: Contracts under which we gather raw natural gas from a third party producer, process the gas to convert it to pipeline quality natural gas, and redeliver to the producer a thermal-equivalent volume of pipeline quality natural gas. In exchange for these services, we retain the NGLs extracted from the raw natural gas received from the producer as well as cash fees paid by the producer. The value of NGLs retained as well as cash fees is recognized as revenue when the services are performed.
Percent of Proceeds (“POP”): Contracts under which we provide gathering and processing services in exchange for a specified percentage of the producer’s commodity (“POP percentage”) and also in some cases additional cash fees. The two types of POP revenue contracts are described below:
•
In-Kind POP: We retain our POP percentage (non-cash consideration) and also any additional cash fees in exchange for providing the services. We recognize revenue for the non-cash consideration and cash fees at the time the services are performed.
•
Mixed POP: We purchase NGLs from the producer and retain a portion of the residue gas as non-cash consideration for services provided. We may also receive cash fees for such services. Under Topic 606, these agreements were determined

to be hybrid agreements which were partially supply agreements (for the NGLs we purchased) and customer agreements (for the services provided related to the product that was returned to the customer). Given that these are hybrid agreements, we split the cash and non-cash consideration between revenue and a reduction of costs based on the value of the service provided vs. the value of the supply received.
Payment for services under these contracts are typically due the month after the services have been performed.
The performance obligations with respect to our midstream segment’s contracts are to provide gathering, transportation and processing services, each of which would be completed on or about the same time, and each of which would be recognized on the same line item on the income statement, therefore identification of separate performance obligations would not impact the timing or geography of revenue recognition.
Certain contracts of our midstream segment include throughput commitments under which customers commit to purchasing a certain minimum volume of service over a specified time period. If such volume of service is not purchased by the customer, deficiency fees are billed to the customer. In some cases, the customer is allowed to apply any deficiency fees paid to future purchases of services. In such cases, we defer revenue recognition until the customer uses the deficiency fees for services provided or becomes unable to use the fees as payment for future services due to expiration of the contractual period the fees can be applied or physical inability of the customer to utilize the fees due to capacity constraints.
Our midstream segment also generates revenues from the sale of residue gas and NGLs at the tailgate of our processing facilities primarily to affiliates and some third-party customers.
NGL and refined products transportation and services revenue
Our NGL and refined products segment’s revenues are primarily derived from transportation, fractionation, blending, and storage of NGL and refined products as well as acquisition and marketing activities. Revenues are generated utilizing a complementary network of pipelines, storage and blending facilities, and strategic off-take locations that provide access to multiple NGL markets. Transportation, fractionation, and storage revenue is generated from fees charged to customers under a combination of firm and interruptible contracts. Firm contracts are in the form of take-or-pay arrangements where certain fees will be charged to customers regardless of the volume of service they request for any given period. Under interruptible contracts, customers are not required to pay any fixed minimum amounts, but are instead billed based on actual volume of service provided for any given period. Payment for services under these contracts are typically due the month after the services have been performed.
The performance obligation with respect to firm contracts is a promise to provide a single type of service (transportation, fractionation, blending, or storage) daily over the life of the contract, which is fundamentally a “stand-ready” service. While there can be multiple activities required to be performed, these activities are not separable because such activities in combination are required to successfully transfer the overall service for which the customer has contracted. The fixed consideration of the transaction price is allocated ratably over the life of the contract and revenue for the fixed consideration is recognized over time, because the customer simultaneously receives and consumes the benefit of this “stand-ready” service. Incremental fees associated with actual volume for each respective period are recognized as revenue in the period the incremental volume of service is performed.
The performance obligation with respect to interruptible contracts is also a promise to provide a single type of services, but such promise is made on a case-by-case basis at the time the customer requests the service and we accept the customer’s request. Revenue is recognized for interruptible contracts at the time the services are performed.
Acquisition and marketing contracts are in most cases short-term agreements involving purchase and/or sale of NGLs and other related hydrocarbons at market rates. These contracts were not affected by ASC 606.
Crude oil transportation and services revenue
Our crude oil transportation and services segment revenues are primarily derived from providing transportation, terminalling and acquisition and marketing services to crude oil markets throughout the southwest, midwest and northeastern United States. Crude oil transportation revenue is generated from tariffs paid by shippers utilizing our transportation services and is generally recognized as the related transportation services are provided. Crude oil terminalling revenue is generated from fees paid by customers for storage and other associated services at the terminal. Crude oil acquisition and marketing revenue is generated from sale of crude oil acquired from a variety of suppliers to third parties. Payment for services under these contracts are typically due the month after the services have been performed.
Certain transportation and terminalling agreements are considered to be firm agreements, because they include fixed fee components that are charged regardless of the volume of crude oil transported by the customer or services provided at the

terminal. For these agreements, any fixed fees billed in excess of services provided are not recognized as revenue until the earlier of (i) the time at which the customer applies the fees against cost of service provided in a later period, or (ii) the customer becomes unable to apply the fees against cost of future service due to capacity constraints or contractual terms.
The performance obligation with respect to firm contracts is a promise to provide a single type of service (transportation or terminalling) daily over the life of the contract, which is fundamentally a “stand-ready” service. While there can be multiple activities required to be performed, these activities are not separable because such activities in combination are required to successfully transfer the overall service for which the customer has contracted. The fixed consideration of the transaction price is allocated ratably over the life of the contract and revenue for the fixed consideration is recognized over time, because the customer simultaneously receives and consumes the benefit of this “stand-ready” service. Incremental fees associated with actual volume for each respective period are recognized as revenue in the period the incremental volume of service is performed.
The performance obligation with respect to interruptible contracts is also a promise to provide a single type of service, but such promise is made on a case-by-case basis at the time the customer requests the service and/or product and we accept the customer’s request. Revenue is recognized for interruptible contracts at the time the services are performed.
Acquisition and marketing contracts are in most cases short-term agreements involving purchase and/or sale of crude oil at market rates. These contracts were not affected by ASC 606.
Sunoco LP’s fuel distribution and marketing revenue
Sunoco LP’s fuel distribution and marketing operations earn revenue from the following channels: sales to Dealers, sales to Distributors, Unbranded Wholesale Revenue, Commission Agent Revenue, Rental Income and Other Income. Motor fuel revenue consists primarily of the sale of motor fuel under supply agreements with third party customers and affiliates. Fuel supply contracts with Sunoco LP’s customers generally provide that Sunoco LP distribute motor fuel at a formula price based on published rates, volume-based profit margin, and other terms specific to the agreement. The customer is invoiced the agreed-upon price with most payment terms ranging less than 30 days. If the consideration promised in a contract includes a variable amount, Sunoco LP estimates the variable consideration amount and factors in such an estimate to determine the transaction price under the expected value method.
Revenue is recognized under the motor fuel contracts at the point in time the customer takes control of the fuel. At the time control is transferred to the customer the sale is considered final, because the agreements do not grant customers the right to return motor fuel. Under the new standard, to determine when control transfers to the customer, the shipping terms of the contract are assessed as shipping terms are considered a primary indicator of the transfer of control. For FOB shipping point terms, revenue is recognized at the time of shipment. The performance obligation with respect to the sale of goods is satisfied at the time of shipment since the customer gains control at this time under the terms. Shipping and/or handling costs that occur before the customer obtains control of the goods are deemed to be fulfillment activities and are accounted for as fulfillment costs. Once the goods are shipped, Sunoco LP is precluded from redirecting the shipment to another customer and revenue is recognized.
Commission agent revenue consists of sales from commission agent agreements between Sunoco LP and select operators. Sunoco LP supplies motor fuel to sites operated by commission agents and sells the fuel directly to the end customer. In commission agent arrangements, control of the product is transferred at the point in time when the goods are sold to the end customer. To reflect the transfer of control, Sunoco LP recognizes commission agent revenue at the point in time fuel is sold to the end customer.
Sunoco LP receives rental income from leased or subleased properties. Revenue from leasing arrangements for which Sunoco LP is the lessor are recognized ratably over the term of the underlying lease.
Sunoco LP’s all other revenue
Sunoco LP’s all other operations earn revenue from the following channels: Motor Fuel Sales, Rental Income and Other Income. Motor Fuel Sales consist of fuel sales to consumers at company-operated retail stores. Other income includes merchandise revenue that comprises the in-store merchandise and food service sales at company-operated retail stores, and other revenue that represents a variety of other services within Sunoco LP’s all other operations including credit card processing, car washes, lottery, automated teller machines, money orders, prepaid phone cards and wireless services. Revenue from all other operations is recognized when (or as) the performance obligations are satisfied (i.e. when the customer obtains control of the good or the service is provided).

USAC’s contract operations revenue
USAC’s revenue from contracted compression, station, gas treating and maintenance services is recognized ratably under its fixed-fee contracts over the term of the contract as services are provided to its customers. Initial contract terms typically range from six months to five years, however USAC usually continues to provide compression services at a specific location beyond the initial contract term, either through contract renewal or on a month-to-month or longer basis. USAC primarily enters into fixed-fee contracts whereby its customers are required to pay the monthly fee even during periods of limited or disrupted throughput. Services are generally billed monthly, one month in advance of the commencement of the service month, except for certain customers who are billed at the beginning of the service month, and payment is generally due 30 days after receipt of the invoice. Amounts invoiced in advance are recorded as deferred revenue until earned, at which time they are recognized as revenue. The amount of consideration USAC receives and revenue it recognizes is based upon the fixed fee rate stated in each service contract.
Variable consideration exists in select contracts when billing rates vary based on actual equipment availability or volume of total installed horsepower.
USAC’s contracts with customers may include multiple performance obligations. For such arrangements, USAC allocates revenues to each performance obligation based on its relative standalone service fee. USAC generally determine standalone service fees based on the service fees charged to customers or using expected cost plus margin.
The majority of USAC’s service performance obligations are satisfied over time as services are rendered at selected customer locations on a monthly basis and based upon specific performance criteria identified in the applicable contract. The monthly service for each location is substantially the same service month to month and is promised consecutively over the service contract term. USAC measures progress and performance of the service consistently using a straight-line, time-based method as each month passes, because its performance obligations are satisfied evenly over the contract term as the customer simultaneously receives and consumes the benefits provided by its service. If variable consideration exists, it is allocated to the distinct monthly service within the series to which such variable consideration relates. USAC has elected to apply the invoicing practical expedient to recognize revenue for such variable consideration, as the invoice corresponds directly to the value transferred to the customer based on its performance completed to date.
There are typically no material obligations for returns or refunds. USAC’s standard contracts do not usually include material non-cash consideration.
USAC’s retail parts and services revenue
USAC’s retail parts and service revenue is earned primarily on freight and crane charges that are directly reimbursable by USAC’s customers and maintenance work on units at its customers’ locations that are outside the scope of its core maintenance activities. Revenue from retail parts and services is recognized at the point in time the part is transferred or service is provided and control is transferred to the customer. At such time, the customer has the ability to direct the use of the benefits of such part or service after USAC has performed its services. USAC bills upon completion of the service or transfer of the parts, and payment is generally due 30 days after receipt of the invoice. The amount of consideration USAC receives and revenue it recognizes is based upon the invoice amount. There are typically no material obligations for returns, refunds, or warranties. USAC’s standard contracts do not usually include material variable or non-cash consideration.
All other revenue
Our all other segment primarily includes our compression equipment business which provides full-service compression design and manufacturing services for the oil and gas industry. It also includes the management of coal and natural resources properties and the related collection of royalties. We also earn revenues from other land management activities, such as selling standing timber, leasing coal-related infrastructure facilities, and collecting oil and gas royalties. These operations also include end-user coal handling facilities. There were no material changes to the manner in which revenues within this segment are recorded under the new standard.
Contract Balances with Customers
The Partnership satisfies its obligations by transferring goods or services in exchange for consideration from customers. The timing of performance may differ from the timing the associated consideration is paid to or received from the customer, thus resulting in the recognition of a contract asset or a contract liability.
The Partnership recognizes a contract asset when making upfront consideration payments to certain customers or when providing services to customers prior to the time at which the Partnership is contractually allowed to bill for such services.

The Partnership recognizes a contract liability if the customer's payment of consideration precedes the Partnership’s fulfillment of the performance obligations. Certain contracts contain provisions requiring customers to pay a fixed fee for a right to use our assets, but allows customers to apply such fees against services to be provided at a future point in time. These amounts are reflected as deferred revenue until the customer applies the deficiency fees to services provided or becomes unable to use the fees as payment for future services due to expiration of the contractual period the fees can be applied or physical inability of the customer to utilize the fees due to capacity constraints. Additionally, Sunoco LP maintains some franchise agreements requiring dealers to make one-time upfront payments for long term license agreements. Sunoco LP recognizes a contract liability when the upfront payment is received and recognizes revenue over the term of the license.
The following table summarizes the consolidated activity of our contract liabilities:
 Contract Liabilities
Balance, January 1, 2018$221
Additions765
Revenue recognized(592)
Balance, December 31, 2018394
Additions664
Revenue recognized(681)
Balance, December 31, 2019$377

The balances of receivables from contracts with customers listed in the table below include both current trade receivables and long-term receivables, net of allowance for doubtful accounts. The allowance for receivables represents Sunoco LP’s best estimate of the probable losses associated with potential customer defaults. Sunoco LP determines the allowance based on historical experience and on a specific identification basis.
The balances of Sunoco LP’s contract assets and contract liabilities as of December 31, 2019 and 2018 were as follows:
 December 31, 2019 December 31, 2018
Contract Balances   
Contract asset$117
 $75
Accounts receivable from contracts with customers366
 347
Contract liability—
 1

Costs to Obtain or Fulfill a Contract
Sunoco LP recognizes an asset from the costs incurred to obtain a contract (e.g. sales commissions) only if it expects to recover those costs. On the other hand, the costs to fulfill a contract are capitalized if the costs are specifically identifiable to a contract, would result in enhancing resources that will be used in satisfying performance obligations in future and are expected to be recovered. These capitalized costs are recorded as a part of other current assets and other non-current assets and are amortized on a systematic basis consistent with the pattern of transfer of the goods or services to which such costs relate. The amount of amortization expense that Sunoco LP recognized for the years ended December 31, 2019 and 2018 was $17 million and $14 million, respectively. Sunoco LP has also made a policy election of expensing the costs to obtain a contract, as and when they are incurred, in cases where the expected amortization period is one year or less.
Performance Obligations
At contract inception, the Partnership assesses the goods and services promised in its contracts with customers and identifies a performance obligation for each promise to transfer a good or service (or bundle of goods or services) that is distinct. To identify the performance obligations, the Partnership considers all the goods or services promised in the contract, whether explicitly stated or implied based on customary business practices. For a contract that has more than one performance obligation, the Partnership allocates the total contract consideration it expects to be entitled to, to each distinct performance obligation based on a standalone-selling price basis. Revenue is recognized when (or as) the performance obligations are satisfied, that is, when the customer obtains control of the good or service. Certain of our contracts contain variable components, which, when combined with the fixed component are considered a single performance obligation. For these types of contracts, only the fixed component of the contracts are included in the table below.

Sunoco LP distributes fuel under long-term contracts to branded distributors, branded and unbranded third party dealers, and branded and unbranded retail fuel outlets. Sunoco LP branded supply contracts with distributors generally have both time and volume commitments that establish contract duration. These contracts have an initial term of approximately nine years, with an estimated, volume-weighted term remaining of approximately four years.
As part of the asset purchase agreement with 7-Eleven, Sunoco LP and 7-Eleven and SEI Fuel (collectively, the “Distributor”) have entered into a 15-year take-or-pay fuel supply agreement in which the Distributor is required to purchase a volume of fuel that provides Sunoco LP a minimum amount of gross profit annually. Sunoco LP expects to recognize this revenue in accordance with the contract as Sunoco LP transfers control of the product to the customer. However, in case of annual shortfall Sunoco LP will recognize the amount payable by the Distributor at the sooner of the time at which the Distributor makes up the shortfall or becomes contractually or operationally unable to do so. The transaction price of the contract is variable in nature, fluctuating based on market conditions. The Partnership has elected to take the practical expedient not to estimate the amount of variable consideration allocated to wholly unsatisfied performance obligations.
In some contractual arrangements, Sunoco LP grants dealers a franchise license to operate Sunoco LP’s retail stores over the life of a franchise agreement. In return for the grant of the retail store license, the dealer makes a one-time nonrefundable franchise fee payment to Sunoco LP plus sales based royalties payable to Sunoco LP at a contractual rate during the period of the franchise agreement. Under the requirements of ASC Topic 606, the franchise license is deemed to be a symbolic license for which recognition of revenue over time is the most appropriate measure of progress toward complete satisfaction of the performance obligation. Revenue from this symbolic license is recognized evenly over the life of the franchise agreement.
As of December 31, 2019, the aggregate amount of transaction price allocated to unsatisfied (or partially satisfied) performance obligations is $43.59 billion and the Partnership expects to recognize this amount as revenue within the time bands illustrated below:
  Years Ending December 31,    
  2020 2021 2022 Thereafter Total
Revenue expected to be recognized on contracts with customers existing as of December 31, 2019 $6,232
 $5,300
 $4,899
 $27,158
 $43,589

Practical Expedients Utilized by the Partnership
The Partnership elected the following practical expedients in accordance with Topic 606:
•
Right to invoice: The Partnership elected to utilize an output method to recognize revenue that is based on the amount to which the Partnership has a right to invoice a customer for services performed to date, if that amount corresponds directly with the value provided to the customer for the related performance or its obligation completed to date. As such, the Partnership recognized revenue in the amount to which it had the right to invoice customers.
•
Significant financing component: The Partnership elected not to adjust the promised amount of consideration for the effects of significant financing component if the Partnership expects, at contract inception, that the period between the transfer of a promised good or service to a customer and when the customer pays for that good or service will be one year or less.
•
Unearned variable consideration: The Partnership elected to only disclose the unearned fixed consideration associated with unsatisfied performance obligations related to our various customer contracts which contain both fixed and variable components.
•
Incremental costs of obtaining a contract: The Partnership generally expenses sales commissions when incurred because the amortization period would have been less than one year. We record these costs within general and administrative expenses. The Partnership elected to expense the incremental costs of obtaining a contract when the amortization period for such contracts would have been one year or less.
•
Shipping and handling costs:The Partnership elected to account for shipping and handling activities that occur after the customer has obtained control of a good as fulfillment activities (i.e., an expense) rather than as a promised service.
•
Measurement of transaction price: The Partnership has elected to exclude from the measurement of transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the Partnership from a customer (i.e., sales tax, value added tax, etc.).

•
Variable consideration of wholly unsatisfied performance obligations:The Partnership has elected to exclude the estimate of variable consideration to the allocation of wholly unsatisfied performance obligations.
13.LEASE ACCOUNTING:
Lessee Accounting
The Partnership leases terminal facilities, tank cars, office space, land and equipment under non-cancelable operating leases whose initial terms are typically five to 15 years, with some real estate leases having terms of 40 years or more, along with options that permit renewals for additional periods. At the inception of each, we determine if the arrangement is a lease or contains an embedded lease and review the facts and circumstances of the arrangement to classify lease assets as operating or finance leases under Topic 842. The Partnership has elected not to record any leases with terms of 12 months or less on the balance sheet.
At present, the majority of the Partnership’s active leases are classified as operating in accordance with Topic 842. Balances related to operating leases are included in operating lease ROU assets, accrued and other current liabilities, operating lease current liabilities and non-current operating lease liabilities in our consolidated balance sheets. Finance leases represent a small portion of the active lease agreements and are included in finance lease ROU assets, current maturities of long-term debt and long-term debt, less current maturities in our consolidated balance sheets. The ROU assets represent the Partnership’s right to use an underlying asset for the lease term and lease liabilities represent the obligation of the Partnership to make minimum lease payments arising from the lease for the duration of the lease term.
Most leases include one or more options to renew, with renewal terms that can extend the lease term from one to 20 years or greater. The exercise of lease renewal options is typically at the sole discretion of the Partnership and lease extensions are evaluated on a lease-by-lease basis. Leases containing early termination clauses typically require the agreement of both parties to the lease. At the inception of a lease, all renewal options reasonably certain to be exercised are considered when determining the lease term. Presently, the Partnership does not have leases that include options to purchase or automatic transfer of ownership of the leased property to the Partnership. The depreciable life of lease assets and leasehold improvements are limited by the expected lease term.
To determine the present value of future minimum lease payments, we use the implicit rate when readily determinable. Presently, because many of our leases do not provide an implicit rate, the Partnership applies its incremental borrowing rate based on the information available at the lease commencement date to determine the present value of minimum lease payments. The operating and finance lease ROU assets include any lease payments made and exclude lease incentives.
Minimum rent payments are expensed on a straight-line basis over the term of the lease. In addition, some leases require additional contingent or variable lease payments, which are based on the factors specific to the individual agreement. Variable lease payments the Partnership is typically responsible for include payment of real estate taxes, maintenance expenses and insurance.
For short-term leases (leases that have term of twelve months or less upon commencement), lease payments are recognized on a straight-line basis and no ROU assets are recorded.

The components of operating and finance lease amounts recognized in the accompanying consolidated balance sheet as of December 31, 2019 were as follows:
 December 31, 2019
Operating leases: 
Lease right-of-use assets, net$935
Operating lease current liabilities60
Accrued and other current liabilities1
Non-current operating lease liabilities901
Finance leases: 
Property, plant and equipment, net$1
Lease right-of-use assets, net29
Accrued and other current liabilities1
Current maturities of long-term debt6
Long-term debt, less current maturities26
Other non-current liabilities2

The components of lease expense for the year ended December 31, 2019 were as follows:
  Income Statement Location Year Ended December 31, 2019
Operating lease costs:  
Operating lease cost Cost of goods sold $28
Operating lease cost Operating expenses 73
Operating lease cost Selling, general and administrative 16
Total operating lease costs 117
Finance lease costs:  
Amortization of lease assets Depreciation, depletion and amortization 6
Interest on lease liabilities Interest expense, net of capitalized interest 1
Total finance lease costs 7
Short-term lease cost Operating expenses 42
Variable lease cost Operating expenses 17
Lease costs, gross 183
Less: Sublease income Other revenue 47
Lease costs, net $136

The weighted average remaining lease terms and weighted average discount rates as of December 31, 2019 were as follows:
December 31, 2019
Weighted-average remaining lease term (years):
Operating leases24
Finance leases5
Weighted-average discount rate (%):
Operating leases5%
Finance leases5%


Cash flows and non-cash activity related to leases for the year ended December 31, 2019 were as follows:
 Year Ended December 31, 2019
Operating cash flows from operating leases$(159)
Lease assets obtained in exchange for new finance lease liabilities28
Lease assets obtained in exchange for new operating lease liabilities40

Maturities of lease liabilities as of December 31, 2019 are as follows:
 Operating leases Finance leases Total
2020$104
 $8
 $112
202196
 8
 104
202283
 8
 91
202377
 7
 84
202474
 4
 78
Thereafter1,342
 5
 1,347
Total lease payments1,776
 40
 1,816
Less: present value discount815
 5
 820
Present value of lease liabilities$961
 $35
 $996

Lessor Accounting
The Partnership leases or subleases a portion of its real estate portfolio to third-party companies as a stable source of long-term revenue. Our lessor and sublease portfolio consists mainly of operating leases with convenience store operators. At this time, most lessor agreements contain five-year terms with renewal options to extend and early termination options based on established terms specific to the individual agreement.
Rental income included in other revenue in our consolidated statement of operations for the year ended December 31, 2019 was $149 million.
Future minimum operating lease payments receivable as of December 31, 2019 are as follows:
 Lease Payments
2020$138
2021112
202275
202320
202415
Thereafter12
Total undiscounted cash flows$372

14.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 segment and operational gas sales on our interstate transportation and storage segment. 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 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 NGL. These contracts are not designated as hedges for accounting purposes.
We use derivativesutilize swaps, futures and other derivative instruments to mitigate the risk associated with market movements in our liquids transportationthe price of refined products and services segmentNGLs 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,We use futures and other derivative instrumentsswaps to mitigate the risk associated with market movementsachieve 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 refined products and NGLs.a portion of natural gas purchases or sales. 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 segment’s 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 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.

The following table details our outstanding commodity-related derivatives:
 December 31, 2019 December 31, 2018
 
Notional
Volume
 Maturity 
Notional
Volume
 Maturity
Mark-to-Market Derivatives       
(Trading)       
Natural Gas (BBtu):       
Fixed Swaps/Futures1,483
 2020 468
 2019
Basis Swaps IFERC/NYMEX(1)
(35,208) 2020-2024 16,845
 2019-2020
Options – Puts—
 — 10,000
 2019
Power (Megawatt):       
Forwards3,213,450
 2020-2029 3,141,520
 2019
Futures(353,527) 2020 56,656
 2019-2021
Options – Puts51,615
 2020 18,400
 2019
Options – Calls(2,704,330) 2020-2021 284,800
 2019
(Non-Trading)       
Natural Gas (BBtu):       
Basis Swaps IFERC/NYMEX(18,923) 2020-2022 (30,228) 2019-2021
Swing Swaps IFERC(9,265) 2020 54,158
 2019-2020
Fixed Swaps/Futures(3,085) 2020-2021 (1,068) 2019-2021
Forward Physical Contracts(13,364) 2020-2021 (123,254) 2019-2020
NGL (MBbls) – Forwards/Swaps(1,300) 2020-2021 (2,135) 2019
Crude (MBbls) – Forwards/Swaps4,465
 2020 20,888
 2019
Refined Products (MBbls) – Futures(2,473) 2020-2021 (1,403) 2019
Corn (thousand bushels)(1,210) 2020 (1,920) 2019
Fair Value Hedging Derivatives       
(Non-Trading)       
Natural Gas (BBtu):       
Basis Swaps IFERC/NYMEX(31,780) 2020 (17,445) 2019
Fixed Swaps/Futures(31,780) 2020 (17,445) 2019
Hedged Item – Inventory31,780
 2020 17,445
 2019
 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(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(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 were designated as hedges for accounting purposes:
Term 
Type (1)
 Notional Amount Outstanding
December 31, 2019 December 31, 2018
March 2019 Pay a floating rate and receive a fixed rate of 1.42% $—
 $300
July 2019 (2)
 Forward-starting to pay a fixed rate of 3.56% and receive a floating rate —
 400
July 2020 (2)(3)
 Forward-starting to pay a fixed rate of 3.52% and receive a floating rate 400
 400
July 2021 (2)
 Forward-starting to pay a fixed rate of 3.55% and receive a floating rate 400
 400
July 2022 (2)
 Forward-starting to pay a fixed rate of 3.80% and receive a floating rate 400
 —
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-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 terms of 30 years with a mandatory termination date the same as the effective date.  
(3)
The July 2020 interest rate swaps were terminated in January 2020.
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,industrial end-users, oil and gas producers, municipalities, gas and electric utilities, midstream companies, and independent power generators. 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 with 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, 2019 December 31, 2018 December 31, 2019 December 31, 2018
Derivatives designated as hedging instruments:       
Commodity derivatives (margin deposits)$24
 $—
 $—
 $(13)
 24
 —
 —
 (13)
Derivatives not designated as hedging instruments:       
Commodity derivatives (margin deposits)319
 402
 (350) (397)
Commodity derivatives41
 158
 (39) (173)
Interest rate derivatives—
 —
 (399) (163)
 360
 560
 (788) (733)
Total derivatives$384
 $560
 $(788) $(746)
 Fair Value of Derivative Instruments
 Asset Derivatives Liability Derivatives
 December 31, 2016 December 31, 2015 December 31, 2016 December 31, 2015
Derivatives designated as hedging instruments:       
Commodity derivatives (margin deposits)$—
 $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
  Balance Sheet Location December 31, 2019 December 31, 2018 December 31, 2019 December 31, 2018
Derivatives without offsetting agreements Derivative liabilities $—
 $—
 $(399) $(163)
Derivatives in offsetting agreements:        
OTC contracts Derivative assets (liabilities) 41
 158
 (39) (173)
Broker cleared derivative contracts Other current assets (liabilities) 343
 402
 (350) (410)
  384
 560
 (788) (746)
Offsetting agreements:        
Counterparty netting Derivative assets (liabilities) (18) (47) 18
 47
Counterparty netting Other current assets (liabilities) (318) (397) 318
 397
Total net derivatives $48
 $116
 $(452) $(302)
    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) 24
 57
 (52) (41)
Broker cleared derivative contracts Other current assets 338
 391
 (420) (309)
  362
 448
 (666) (526)
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 $20
 $122
 $(324) $(200)

We disclose the non-exchange traded financial derivative instruments as price risk managementderivative 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) 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,
   2019 2018 2017
Derivatives in fair value hedging relationships (including hedged item):       
Commodity derivativesCost of products sold $—
 $(3) $26
 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 on Derivatives
   Years Ended December 31,
   2019 2018 2017
Derivatives not designated as hedging instruments:       
Commodity derivatives – TradingRevenues $(3) $—
 $—
Commodity derivatives – TradingCost of products sold 21
 32
 31
Commodity derivatives – Non-tradingCost of products sold (78) (102) 5
Interest rate derivativesGains (losses) on interest rate derivatives (241) 47
 (37)
Embedded derivativesOther, net —
 —
 1
Total  $(301) $(23) $—

 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 (173) 23
 199
Interest rate derivativesLosses on interest rate derivatives (12) (18) (157)
Embedded derivativesOther, net 4
 12
 3
Total  $(216) $6
 $39

13.15.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.employees, including those of ETO, Lake Charles LNG, Sunoco LP and USAC. Employer matching contributions are calculated using a formula based on employee contributions. We and our subsidiaries made matching contributions of $44$66 million, $39$62 million and $50$59 million to these 401(k) savings plans for the years ended December 31, 2016, 2015,2019, 2018 and 2014,2017, respectively.
Pension and Other Postretirement Benefit Plans
Panhandle
Postretirement benefits expense for the years ended December 31, 20162019, 2018, and 20152017 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. terminatedEffective January 1, 2018, the plan and paid lump sumswas amended to eligible active and terminated vested participants in December 2015.extend coverage to a closed group of former employees based on certain criteria.
ETC Sunoco Inc. also
ETC Sunoco 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 ETC 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, ETC Sunoco Inc. established a trust for its postretirement benefit liabilities. ETC Sunoco made a tax-deductible contribution of approximately $200 million to the trust. The funding of the trust eliminated substantially all of ETC Sunoco Inc.’s future exposure to variances between actual results and assumptions used to estimate retiree medical plan obligations.

SemGroup
SemGroup sponsors two defined benefit pension plans and a supplemental defined benefit pension plan (collectively, the “Semgroup Plans”) for certain employees. The Semgroup Plans are closed to new participants and do not accrue any additional benefits.
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, 2019 December 31, 2018
 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$1
 $37
 $198
 $1
 $47
 $156
Service cost—
 —
 1
 —
 —
 1
Interest cost2
 1
 7
 —
 1
 5
Amendments—
 —
 —
 —
 —
 60
Benefits paid, net(1) (7) (16) —
 (7) (17)
Actuarial (gain) loss and other4
 —
 18
 —
 (4) (7)
Settlements(4) —
 —
 —
 —
 —
SemGroup Acquisition50
 3
 —
 —
 —
 —
Benefit obligation at end of period52
 34
 208

1

37

198
            
Change in plan assets:           
Fair value of plan assets at beginning of period1
 —
 241
 1
 —
 257
Return on plan assets and other6
 —
 35
 —
 —
 (8)
Employer contributions1
 —
 10
 —
 —
 9
Benefits paid, net(1) —
 (16) —
 —
 (17)
Settlements(4) —
 —
 —
 —
 —
SemGroup Acquisition40
 —
 —
 —
 —
 —
Fair value of plan assets at end of period43
 —

270

1

—

241
            
Amount underfunded (overfunded) at end of period$9
 $34

$(62)
$—

$37

$(43)
            
Amounts recognized in the consolidated balance sheets consist of:           
Non-current assets$—
 $—
 $88
 $—
 $—
 $68
Current liabilities—
 (5) (2) —
 (6) (2)
Non-current liabilities(9) (29) (24) —
 (31) (23)
 $(9) $(34)
$62

$—

$(37)
$43
            
Amounts recognized in accumulated other comprehensive income (loss) (pre-tax basis) consist of:           
Net actuarial gain (loss)$—
 $1
 $(5) $—
 $1
 $(7)
Prior service cost—
 —
 40
 —
 —
 66
 $—
 $1
 $35
 $—
 $1
 $59
 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
 $180
 $718
 $65
 $202
Interest cost1
 2
 4
 23
 2
 4
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 period18
 51
 165
 20
 57
 180
            
Change in plan assets:           
Fair value of plan assets at beginning of period15
 —
 253
 598
 —
 265
Return on plan assets and other(2) —
 6
 16
 —
 —
Employer contributions—
 —
 10
 138
 —
 8
Benefits paid, net(1) —
 (21) (46) —
 (20)
Settlements—
 —
 —
 (691) —
 —
Fair value of plan assets at end of period12
 —
 248
 15
 —
 253
            
Amount underfunded (overfunded) at end of period$6
 $51
 $(83) $5
 $57
 $(73)
            
Amounts recognized in the consolidated balance sheets consist of:           
Non-current assets$—
 $—
 $108
 $—
 $—
 $97
Current liabilities—
 (7) (2) —
 (9) (2)
Non-current liabilities(6) (44) (23) (5) (48) (22)
 $(6) $(51) $83
 $(5) $(57) $73
            
Amounts recognized in accumulated other comprehensive income (loss) (pre-tax basis) consist of:           
Net actuarial gain$—
 $—
 $(12) $2
 $4
 $(17)
Prior service cost—
 —
 14
 —
 —
 15
 $—
 $—
 $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, 2019 December 31, 2018
 Pension Benefits   Pension Benefits  
 Funded Plans Unfunded Plans Other Postretirement Benefits Funded Plans Unfunded Plans Other Postretirement Benefits
Projected benefit obligation$51
 $34
 N/A
 $—
 $37
 N/A
Accumulated benefit obligation52
 34
 208
 1
 37
 198
Fair value of plan assets43
 —
 270
 1
 —
 241
 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
 $165
 20
 57
 $180
Fair value of plan assets12
 —
 248
 15
 —
 253

Components of Net Periodic Benefit Cost
 December 31, 2019 December 31, 2018
 Pension Benefits Other Postretirement Benefits Pension Benefits Other Postretirement Benefits
Net periodic benefit cost:       
Service cost$—
 $1
 $—
 $1
Interest cost3
 7
 1
 5
Expected return on plan assets(2) (10) —
 (10)
Prior service cost amortization—
 26
 —
 16
Net periodic benefit cost$1
 $24
 $1
 $12
 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)

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, 2015December 31, 2019 December 31, 2018
Pension Benefits Other Postretirement Benefits Pension Benefits Other Postretirement BenefitsPension Benefits Other Postretirement Benefits Pension Benefits Other Postretirement Benefits
Discount rate3.65% 2.34% 3.59% 2.38%4.00% 2.71% 4.02% 3.40%
Rate of compensation increaseN/A
 N/A
 N/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, 2019 December 31, 2018
 Pension Benefits Other Postretirement Benefits Pension Benefits Other Postretirement Benefits
Discount rate3.33% 3.76% 3.52% 3.51%
Expected return on assets:       
Tax exempt accounts3.37% 7.00% 3.26% 6.63%
Taxable accounts—
 4.75% N/A
 4.50%
Rate of compensation increase—
 —
 N/A
 N/A
 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 weighted-average rates used to measure the expected cost of benefits covered by Panhandle and Sunoco, Inc.’s other postretirement benefitthe plans are shown in the table below:
 December 31,
 2019 2018
Health care cost trend rate7.25% 7.15%
Rate to which the cost trend is assumed to decline (the ultimate trend rate)4.83% 4.82%
Year that the rate reaches the ultimate trend rate2026
 2024
  December 31,
  2016 2015
Health care cost trend rate 6.73% 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 rate 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 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 ETC 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, ETC 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
 $—
 $—
    Fair Value Measurements at December 31, 2019
  Fair Value Total Level 1 Level 2 Level 3
Asset Category:        
Cash and cash equivalents $1
 $1
 $—
 $—
Mutual funds (1)
 19
 19
 —
 —
Fixed income securities 23
 —
 23
 —
Total $43
 $20
 $23
 $—
(1)
Comprised of approximately 100% equities as of December 31, 2016.2019.
   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
 $—
    Fair Value Measurements at December 31, 2018
  Fair Value Total Level 1 Level 2 Level 3
Mutual funds (1)
 $1
 $1
 $—
 $—
(1) 
Comprised of approximately 100% equities as of December 31, 2015.2018.

The fair value of other postretirement plan assets by asset category at the dates indicated is as follows:
  Fair Value Measurements at December 31, 2016  Fair Value Measurements at December 31, 2019
Fair Value Total Level 1 Level 2 Level 3Fair Value Total Level 1 Level 2 Level 3
Asset category:              
Cash and cash equivalents$23
 $23
 $—
 $—
$14
 $14
 $—
 $—
Mutual funds(1)
134
 134
 —
 —
177
 177
 —
 —
Fixed income securities91
 —
 91
 —
79
 —
 79
 —
Total$248
 $157
 $91
 $—
$270
 $191
 $79
 $—
(1) 
Primarily comprised of approximately 31%59% equities, 66%40% fixed income securities and 3%1% cash as of December 31, 2016.2019.
  Fair Value Measurements at December 31, 2015  Fair Value Measurements at December 31, 2018
Fair Value Total Level 1 Level 2 Level 3Fair Value Total Level 1 Level 2 Level 3
Asset category:              
Cash and cash equivalents$18
 $18
 $—
 $—
$20
 $20
 $—
 $—
Mutual funds(1)
133
 133
 —
 —
144
 144
 —
 —
Fixed income securities102
 —
 102
 —
77
 —
 77
 —
Total$253
 $151
 $102
 $—
$241
 $164
 $77
 $—
(1) 
Primarily comprised of approximately 56%53% equities, 33%46% fixed income securities and 11%1% cash as of December 31, 2015.2018.
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$7 million to pension plans and $10$8 million to other postretirement plans in 2017.2020.  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 and Sunoco, Inc.’sETC 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:
Years 
Pension Benefits - Unfunded Plans (1)
 Other Postretirement Benefits (Gross, Before Medicare Part D)
2020 $7
 $20
2021 8
 20
2022 8
 19
2023 8
 18
2024 7
 15
2025 – 2029 22
 67

  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
(1)     Expected benefit payments of funded pension plans are less than $1 million for the next ten years.
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.

14.16.RELATED PARTY TRANSACTIONS:
ETE has agreements with subsidiaries to provide or receive various generalIn June 2017, the Partnership acquired all of the publicly held PennTex common units through a tender offer and administrative services. ETE pays usexercise of a limited call right, as further discussed in Note 8.
ET previously paid ETO to provide services on its behalf and on behalf of other subsidiaries of ETE,ET, which includesincluded the reimbursement of various operating and general and administrative expenses incurred by usETO on behalf of ETEET and its subsidiaries.
In January 2016, ETE and ETP agreed to extend the $95 million annual management fee paid to ETP through These agreements expired in 2016.
The Partnership also has related party transactions with several of its equity method investees. In addition to commercial transactions, these transactions include the provision of certain management services and leases of certain assets.
The following table summarizes the affiliate revenues from related companies on our consolidated statements of operations:
 Years Ended December 31,
 2016 2015 2014
Affiliated revenues$377
 $417
 $965
 Years Ended December 31,
 2019 2018 2017
Affiliated revenues$492
 $431
 $303
The following table summarizes the related company accounts receivable and accounts payable balances on our consolidated 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,
 2019 2018
Accounts receivable from related companies:   
FGT$50
 $25
Phillips 6636
 42
Traverse Rover LLC42
 —
Other31
 44
Total accounts receivable from related companies$159
 $111
As of December 31, 2019 and 2018, accounts payable with related companies in the Partnership’s consolidated balance sheets totaled $31 million and $59 million, respectively.
 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)

15.17.REPORTABLE SEGMENTS:
Our financial statementsreportable segments currently reflect the following reportable segments, which conduct their business primarily in the United States, as follows:States:
•intrastate transportation and storage;
•interstate transportation and storage;
•midstream;
•liquidsNGL and refined products transportation and services;
•crude oil transportation and services;
•investment in Sunoco Logistics; andLP;
•all other.
The Partnership previously presented its retail marketing business as a separate reportable segment. Due to the transfer of the general partner interest of Sunoco LP from ETP to ETE in 2015 and completion of the dropdown of remaining Retail Marketing interests from ETP to Sunoco LP in March 2016, all of the Partnership’s retail marketing business has been deconsolidated. The only remaining retail marketing assets are the limited partner units of Sunoco LP. 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. This equity method investment in Sunoco LP has now been aggregated into the USAC; and
•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.other.
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.
The investment in USAC segment reflects the results of USAC beginning April 2018, the date that the Partnership obtained control of USAC.
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 liquidsNGL and refined products transportation and services segment are primarily reflected in NGL sales and gathering, transportation and other fees. Revenues from our investment in Sunoco Logisticscrude oil transportation and services segment are primarily reflected in crude sales. Revenues from our all otherinvestment in Sunoco LP segment are primarily reflected in refined product sales. Revenues from our investment in USAC segment are primarily reflected in gathering, transportation and other fees. Revenues from our all other segment are primarily reflected in natural gas sales.
We report Segment Adjusted EBITDA as a measure of segment performance. We define Segment Adjusted EBITDA as total Partnership 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, inventory valuation adjustments, 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 reflectsreflect amounts for unconsolidated affiliates based on the Partnership’s proportionate ownership.same recognition and measurement methods used to record equity in earnings of unconsolidated affiliates. Adjusted EBITDA related to unconsolidated affiliates excludes the same items with respect to the unconsolidated affiliate as those excluded from the calculation of Segment Adjusted EBITDA and consolidated Adjusted EBITDA, such as interest, taxes, depreciation, depletion, amortization and other non-cash items. Although these amounts are excluded from Adjusted EBITDA related to unconsolidated affiliates, such exclusion should not be understood to imply that we have control over the operations and resulting revenues and expenses of such affiliates. We do not control our unconsolidated affiliates; therefore, we do not control the earnings or cash flows of such affiliates.  The use of Segment Adjusted EBITDA or Adjusted EBITDA related to unconsolidated affiliates as an analytical tool should be limited accordingly.

The following tables present financial information by segment:
 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
 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
 Years Ended December 31,
 2019 2018 2017
Revenues:     
Intrastate transportation and storage:     
Revenues from external customers$2,749
 $3,428
 $2,891
Intersegment revenues350
 309
 192
 3,099
 3,737
 3,083
Interstate transportation and storage:     
Revenues from external customers1,941
 1,664
 1,112
Intersegment revenues22
 18
 19
 1,963
 1,682
 1,131
Midstream:     
Revenues from external customers2,280
 2,090
 2,510
Intersegment revenues3,751
 5,432
 4,433
 6,031
 7,522
 6,943
NGL and refined products transportation and services:     
Revenues from external customers9,920
 10,119
 7,885
Intersegment revenues1,721
 1,004
 763
 11,641
 11,123
 8,648
Crude oil transportation and services:     
Revenues from external customers18,447
 17,236
 11,672
Intersegment revenues—
 96
 31
 18,447
 17,332
 11,703
Investment in Sunoco LP:     
Revenues from external customers16,590
 16,982
 11,713
Intersegment revenues6
 12
 10
 16,596
 16,994
 11,723
Investment in USAC:     
Revenues from external customers678
 495
 —
Intersegment revenues20
 13
 —
 698
 508
 —
All other:     
Revenues from external customers1,608
 2,073
 2,740
Intersegment revenues81
 155
 161
 1,689
 2,228
 2,901
Eliminations(5,951) (7,039) (5,609)
Total revenues$54,213
 $54,087
 $40,523

 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
 Years Ended December 31,
 2019 2018 2017
Cost of products sold:     
Intrastate transportation and storage$1,909
 $2,665
 $2,327
Midstream3,577
 5,145
 4,761
NGL and refined products transportation and services8,393
 8,462
 6,508
Crude oil transportation and services14,758
 14,439
 9,826
Investment in Sunoco LP15,380
 15,872
 10,615
Investment in USAC91
 67
 —
All other1,504
 2,006
 2,509
Eliminations(5,885) (6,998) (5,580)
Total cost of products sold$39,727
 $41,658
 $30,966
Years Ended December 31,Years Ended December 31,
2016 2015 20142019 2018 2017
Equity in earnings (losses) of unconsolidated affiliates:     
Depreciation, depletion and amortization:     
Intrastate transportation and storage$35
 $32
 $27
$184
 $169
 $147
Interstate transportation and storage193
 197
 196
387
 334
 254
Midstream19
 (19) 10
1,066
 1,006
 954
Liquids transportation and services3
 (2) (3)
Investment in Sunoco Logistics34
 21
 23
NGL and refined products transportation and services613
 466
 401
Crude oil transportation and services437
 445
 402
Investment in Sunoco LP181
 167
 169
Investment in USAC231
 169
 —
All other(225) 240
 79
48
 103
 227
Total equity in earnings of unconsolidated affiliates$59
 $469
 $332
Total depreciation, depletion and amortization$3,147
 $2,859
 $2,554
 Years Ended December 31,
 2019 2018 2017
Equity in earnings (losses) of unconsolidated affiliates:     
Intrastate transportation and storage$18
 $19
 $(156)
Interstate transportation and storage222
 227
 236
Midstream20
 26
 20
NGL and refined products transportation and services53
 64
 33
Crude oil transportation and services(1) 6
 4
All other(10) 2
 7
Total equity in earnings of unconsolidated affiliates$302
 $344
 $144


Years Ended December 31,Years Ended December 31,
2016 2015 20142019 2018 2017
Segment Adjusted EBITDA:          
Intrastate transportation and storage$613
 $543
 $559
$999
 $927
 $626
Interstate transportation and storage1,117
 1,155
 1,212
1,792
 1,680
 1,274
Midstream1,133
 1,237
 1,318
1,602
 1,627
 1,481
Liquids transportation and services968
 744
 591
Investment in Sunoco Logistics1,233
 1,153
 971
All other541
 882
 1,059
NGL and refined products transportation and services2,666
 1,979
 1,641
Crude oil transportation and services2,972
 2,330
 1,379
Investment in Sunoco LP665
 638
 732
Investment in USAC420
 289
 —
All Other98
 40
 187
Total Segment Adjusted EBITDA5,605
 5,714
 5,710
11,214
 9,510
 7,320
Depreciation, depletion and amortization(1,986) (1,929) (1,669)(3,147) (2,859) (2,554)
Interest expense, net(1,317) (1,291) (1,165)
Gains on acquisitions83
 —
 —
Gain on sale of AmeriGas common units—
 —
 177
Interest expense, net of interest capitalized(2,331) (2,055) (1,922)
Impairment losses(813) (339) (370)(74) (431) (1,039)
Losses on interest rate derivatives(12) (18) (157)
Non-cash unit-based compensation expense(80) (79) (68)
Gains (losses) on interest rate derivatives(241) 47
 (37)
Non-cash compensation expense(113) (105) (99)
Unrealized gains (losses) on commodity risk management activities(131) (65) 112
(5) (11) 59
Inventory valuation adjustments170
 (104) (473)79
 (85) 24
Losses on extinguishments of debt—
 (43) (25)(18) (112) (89)
Adjusted EBITDA related to unconsolidated affiliates(626) (655) (716)
Equity in earnings of unconsolidated affiliates302
 344
 144
Impairment of investments in unconsolidated affiliates—
 —
 (313)
Adjusted EBITDA related to discontinued operations—
 —
 (27)—
 25
 (223)
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)54
 21
 155
Income from continuing operations before income tax expense (benefit)$438
 $1,398
 $1,593
Income from continuing operations before income tax (expense) benefit5,094
 3,634
 710
Income tax (expense) benefit from continuing operations(195) (4) 1,833
Income from continuing operations4,899
 3,630
 2,543
Loss from discontinued operations, net of income taxes—
 (265) (177)
Net income$4,899
 $3,365
 $2,366
 December 31,
 2019 2018 2017
Segment assets:     
Intrastate transportation and storage$6,648
 $6,365
 $5,020
Interstate transportation and storage18,111
 15,081
 15,316
Midstream20,332
 19,745
 20,004
NGL and refined products transportation and services19,145
 18,267
 17,600
Crude oil transportation and services22,840
 18,022
 17,730
Investment in Sunoco LP5,438
 4,879
 8,344
Investment in USAC3,730
 3,775
 —
All other and eliminations2,636
 2,112
 2,232
Total segment assets$98,880
 $88,246
 $86,246
 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


 Years Ended December 31,
 2019 2018 2017
Additions to property, plant and equipment (1):
     
Intrastate transportation and storage$124
 $344
 $175
Interstate transportation and storage375
 812
 728
Midstream827
 1,161
 1,308
NGL and refined products transportation and services2,976
 2,381
 2,971
Crude oil transportation and services403
 474
 453
Investment in Sunoco LP148
 103
 103
Investment in USAC200
 205
 —
All other215
 150
 268
Total additions to property, plant and equipment (1)
$5,268
 $5,630
 $6,006
 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
 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

16.
(1)
Excluding acquisitions, net of contributions in aid of construction costs (capital expenditures related to the Partnership’s proportionate ownership on an accrual basis).
 December 31,
 2019 2018 2017
Advances to and investments in affiliates:     
Intrastate transportation and storage$88
 $83
 $85
Interstate transportation and storage2,524
 2,070
 2,118
Midstream112
 124
 126
NGL and refined products transportation and services461
 243
 234
Crude oil transportation and services242
 28
 22
All other33
 94
 120
Total advances to and investments in affiliates$3,460
 $2,642
 $2,705

18.QUARTERLY FINANCIAL DATA (UNAUDITED):
Summarized unaudited quarterly financial data is presented below. The sum of net incomeEarnings per Limited Partner unit byare computed on a stand-alone basis for each 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.total year.
  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
2019:         
Revenues$13,121
 $13,877
 $13,495
 $13,720
 $54,213
Operating income1,927
 1,819
 1,830
 1,701
 7,277
Net income1,180
 1,208
 1,161
 1,350
 4,899
Limited Partners’ interest in net income869
 877
 831
 1,011
 3,588
Income from continuing operations per limited partner unit:         
Basic$0.33
 $0.33
 $0.32
 $0.38
 $1.37
Diluted$0.33
 $0.33
 $0.32
 $0.38
 $1.36
Net income per limited partner unit:         
Basic$0.33
 $0.33
 $0.32
 $0.38
 $1.37
Diluted$0.33
 $0.33
 $0.32
 $0.38
 $1.36

 Quarters Ended  
 March 31 June 30 September 30 December 31 Total Year
2018:         
Revenues$11,882
 $14,118
 $14,514
 $13,573
 $54,087
Operating income1,100
 1,126
 1,703
 1,419
 5,348
Income from continuing operations726
 659
 1,393
 852
 3,630
Net income489
 633
 1,391
 852
 3,365
Limited Partners’ interest in net income341
 330
 370
 617
 1,658
Income from continuing operations per limited partner unit:         
Basic$0.32
 $0.30
 $0.32
 $0.26
 $1.17
Diluted$0.32
 $0.30
 $0.32
 $0.26
 $1.16
Net income per limited partner unit:         
Basic$0.31
 $0.30
 $0.32
 $0.26
 $1.16
Diluted$0.31
 $0.30
 $0.32
 $0.26
 $1.15

  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)
The three months ended December 31, 2016 and 2015 reflected the unfavorable impacts of $27 million and $120 million, respectively, related to non-cash inventory valuation adjustments primarily in our investment in Sunoco Logistics and all other segments. The three months ended December 31, 2016 and 2015 reflected the recognition of impairment losses of $813 million and $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 period exceeded net income attributable to partners. 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.



SF - 7586