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SOUTHERN UNION CO filed this Form 8-K on 11/05/2013
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SUG 11-05-13 8-K


UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549


FORM 8-K

CURRENT REPORT


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 5, 2013


SOUTHERN UNION COMPANY
(Exact name of registrant as specified in its charter)



Delaware
1-6407
75-0571592
(State or other jurisdiction of
incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)

3738 Oak Lawn Avenue
Dallas, Texas
(Address of principal executive offices)
75219
(Zip Code)


Registrant’s telephone number, including area code: (214) 981-0700


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Item 7.01. Regulation FD Disclosure.

On November 5, 2013, Energy Transfer Partners, L.P. (“ETP”), the entity which owns 100% of ETP Holdco Corporation, which indirectly owns 100% of the equity interests of Southern Union Company (the “Company”), issued a press release after market close announcing its financial and operating results, including certain financial results of the Company, for the quarter ended September 30, 2013. A copy of ETP’s press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information set forth in the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act.


Item 9.01
Financial Statements and Exhibits.

(d) Exhibits. In accordance with General Instruction B.2 of Form 8-K, the information set forth in the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act.

Exhibit No. Exhibit

99.1
Energy Transfer Partners, L.P. Press Release dated November 5, 2013






SIGNATURE

Pursuant to the requirements 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.

 
 
 
 
SOUTHERN UNION COMPANY
 
(Registrant)
Date: November 5, 2013
By:
/s/ Martin Salinas, Jr.
 
Martin Salinas, Jr.
 
Chief Financial Officer (duly authorized to sign on behalf of the registrant)






EXHIBIT INDEX

Exhibit No.
Exhibit
99.1
Energy Transfer Partners, L.P. Press Release dated November 5, 2013



ETP ER-09-30-2013-Ex 99.1


ENERGY TRANSFER PARTNERS
REPORTS THIRD QUARTER RESULTS
Dallas – November 5, 2013Energy Transfer Partners, L.P. (NYSE: ETP) today reported its financial results for the quarter ended September 30, 2013.
Adjusted EBITDA for Energy Transfer Partners, L.P. (“ETP”) for the three months ended September 30, 2013 totaled $942 million, an increase of $282 million over the same period last year. Distributable Cash Flow attributable to the partners of ETP for the three months ended September 30, 2013 totaled $527 million, an increase of $149 million over the same period last year. Income from continuing operations for the three months ended September 30, 2013 was $391 million, an increase of $185 million over the same period last year.
Adjusted EBITDA for ETP for the nine months ended September 30, 2013 totaled $2.97 billion, an increase of $1.17 billion over the same period last year. Distributable Cash Flow attributable to the partners of ETP for the nine months ended September 30, 2013 totaled $1.37 billion, an increase of $414 million over the same period last year. Income from continuing operations for the nine months ended September 30, 2013 was $1.20 billion, a decrease of $226 million compared to the same period last year. ETP recognized a one-time gain of $1.06 billion as a result of the contribution of ETP’s Propane Business in January 2012, which impacted comparability of income from continuing operations between periods.
The increases in Adjusted EBITDA and Distributable Cash Flow were primarily due to strategic acquisitions in 2012, including Sunoco, Inc. (“Sunoco”), ownership interests in Citrus Corp. (“Citrus”), Sunoco Logistics Partners L.P. (“Sunoco Logistics”), and ETP Holdco Corporation (“Holdco”). ETP has also placed more than $2.1 billion in growth projects into service over the last twelve months that are now generating earnings and cash flow.
ETP’s key accomplishments during or subsequent to the quarter include the following:
ETP’s Board of Directors approved an increase in its quarterly distribution to $0.905 per unit ($3.62 annualized) on ETP Common Units for the quarter ended September 30, 2013, representing an increase of $0.045 per common unit on an annualized basis.
ETP completed the sale of the assets of Missouri Gas Energy to Laclede Gas Company, a subsidiary of The Laclede Group, Inc., for $975 million.
The Department of Energy conditionally granted authorization to Energy Transfer Equity, L.P. (“ETE”), ETP and BG Group to export from the existing Trunkline LNG import terminal up to 15 million metric tonnes per annum of LNG to non-free trade agreement nations. ETE, ETP and BG Group subsequently announced their entry into a project development agreement to jointly develop the LNG export project at the existing Trunkline LNG import terminal in Lake Charles, Louisiana.
ETP and ETE exchanged 50.2 million ETP Common Units, owned by ETE, for newly issued Class H Units by ETP that track 50.05% of the underlying economics of the general partner interest and incentive distribution rights of Sunoco Logistics.
ETP and Regency Energy Partners LP (“Regency”) announced that Lone Star NGL LLC (“Lone Star”), a joint venture between ETP and Regency, has placed in service a second natural gas liquids fractionator at its facility in Mont Belvieu, Texas, bringing Lone Star’s total fractionation capacity at Mont Belvieu to 200,000 barrels per day.
An analysis of ETP’s segment results and other supplementary data is provided after the financial tables shown below. ETP has scheduled a conference call for 8:30 a.m. Central Time, Wednesday, November 6, 2013 to discuss the third quarter 2013 results. The conference call will be broadcast live via an internet web cast which can be accessed through www.energytransfer.com and will also be available for replay on ETP’s web site for a limited time.
Energy Transfer Partners, L.P. (NYSE: ETP) is a master limited partnership owning and operating one of the largest and most diversified portfolios of energy assets in the United States. ETP currently owns and operates approximately 43,000 miles of natural gas, natural gas liquids, refined products, and crude oil pipelines. ETP owns 100% of ETP Holdco Corporation, which owns Southern Union Company and Sunoco, Inc., and a 70% interest in Lone Star NGL LLC, a joint venture that owns and operates natural gas liquids storage, fractionation and transportation assets. ETP also owns the general partner, 100% of the incentive distribution rights, and approximately 33.5 million common units in Sunoco Logistics Partners L.P. (NYSE: SXL), which operates a geographically diverse portfolio of crude oil and refined products pipelines, terminalling and crude oil acquisition and marketing

1



assets. ETP’s general partner is owned by ETE. For more information, visit the Energy Transfer Partners, L.P. web site at www.energytransfer.com.
Energy Transfer Equity, L.P. (NYSE: ETE) is a master limited partnership which owns the general partner and 100% of the incentive distribution rights (IDRs) of Energy Transfer Partners, L.P. (NYSE: ETP), approximately 49.6 million ETP common units, and approximately 50.2 million ETP Class H Units, which track 50% of the underlying economics of the general partner interest and the IDRs of Sunoco Logistics Partners L.P. (NYSE: SXL). ETE also owns the general partner and 100% of the IDRs of Regency Energy Partners LP (NYSE: RGP) and approximately 26.3 million RGP common units. The Energy Transfer family of companies owns more than 56,000 miles of natural gas, natural gas liquids, refined products, and crude oil pipelines. For more information, visit the Energy Transfer Equity, L.P. web site at www.energytransfer.com.
Sunoco Logistics Partners L.P. (NYSE: SXL), headquartered in Philadelphia, is a master limited partnership that owns and operates a logistics business consisting of a geographically diverse portfolio of complementary crude oil and refined product pipeline, terminalling, and acquisition and marketing assets. SXL’s general partner is owned by Energy Transfer Partners, L.P. (NYSE: ETP). For more information, visit the Sunoco Logistics Partners, L.P. web site at www.sunocologistics.com.
Forward-Looking Statements
This press release may include certain statements concerning expectations for the future that are forward-looking statements as defined by federal law. Such forward-looking statements are subject to a variety of known and unknown risks, uncertainties, and other factors that are difficult to predict and many of which are beyond management’s control. Among those is the risk that the anticipated benefits from the transaction cannot be fully realized.  An extensive list of factors that can affect future results are discussed in the Partnerships’ Annual Reports on Form 10-K and other documents filed from time to time with the Securities and Exchange Commission. The Partnerships undertake no obligation to update or revise any forward-looking statement to reflect new information or events.
The information contained in this press release is available on our web site at www.energytransfer.com.
Contacts
Investor Relations:
Energy Transfer
Brent Ratliff
214-981-0700 (office)
Media Relations:
Vicki Granado
Granado Communications Group
214-599-8785 (office)
214-498-9272 (cell)

2



ENERGY TRANSFER PARTNERS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions)
(unaudited)
 
September 30,
2013
 
December 31,
2012
ASSETS
 
 
 
 
 
 
 
CURRENT ASSETS
$
6,582

 
$
5,404

 
 
 
 
PROPERTY, PLANT AND EQUIPMENT, net
25,090

 
25,773

 
 
 
 
NON-CURRENT ASSETS HELD FOR SALE
145

 
985

ADVANCES TO AND INVESTMENTS IN UNCONSOLIDATED AFFILIATES
4,513

 
3,502

NON-CURRENT PRICE RISK MANAGEMENT ASSETS
19

 
42

GOODWILL
5,262

 
5,606

INTANGIBLE ASSETS, net
1,490

 
1,561

OTHER NON-CURRENT ASSETS, net
455

 
357

Total assets
$
43,556

 
$
43,230

 
 
 
 
LIABILITIES AND EQUITY
 
 
 
 
 
 
 
CURRENT LIABILITIES
$
5,588

 
$
5,548

 
 
 
 
NON-CURRENT LIABILITIES HELD FOR SALE
70

 
142

LONG-TERM DEBT, less current maturities
16,352

 
15,442

LONG-TERM NOTES PAYABLE — RELATED PARTY

 
166

NON-CURRENT PRICE RISK MANAGEMENT LIABILITIES
54

 
129

DEFERRED INCOME TAXES
3,605

 
3,476

OTHER NON-CURRENT LIABILITIES
948

 
995

 
 
 
 
COMMITMENTS AND CONTINGENCIES
 
 
 
 
 
 
 
EQUITY:
 
 
 
Total partners’ capital
12,212

 
9,201

Noncontrolling interest
4,727

 
8,131

Total equity
16,939

 
17,332

Total liabilities and equity
$
43,556

 
$
43,230


3



ENERGY TRANSFER PARTNERS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per unit data)
(unaudited)
 
Three Months Ended September 30,
 
Nine Months Ended
September 30,
 
2013
 
2012(1)
 
2013
 
2012(1)
REVENUES
$
11,902

 
$
1,802

 
$
34,307

 
$
4,721

COSTS AND EXPENSES:
 
 
 
 
 
 
 
Cost of products sold
10,654

 
1,026

 
30,477

 
2,606

Operating expenses
331

 
167

 
950

 
493

Depreciation and amortization
253

 
162

 
764

 
419

Selling, general and administrative
138

 
82

 
424

 
272

Total costs and expenses
11,376

 
1,437

 
32,615

 
3,790

OPERATING INCOME
526

 
365

 
1,692

 
931

OTHER INCOME (EXPENSE):
 
 
 
 
 
 
 
Interest expense, net of interest capitalized
(210
)
 
(147
)
 
(632
)
 
(479
)
Equity in earnings of unconsolidated affiliates
28

 
8

 
137

 
64

Gain on deconsolidation of Propane Business

 

 

 
1,057

Gain on sale of AmeriGas common units
87

 

 
87

 

Loss on extinguishment of debt

 

 

 
(115
)
Gains (losses) on interest rate derivatives

 

 
46

 
(9
)
Other, net
7

 
7

 
6

 
10

INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAX EXPENSE
438

 
233

 
1,336

 
1,459

Income tax expense from continuing operations
47

 
27

 
139

 
36

INCOME FROM CONTINUING OPERATIONS
391

 
206

 
1,197

 
1,423

Income (loss) from discontinued operations
13

 
(142
)
 
44

 
(136
)
NET INCOME
404

 
64

 
1,241

 
1,287

LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST
49

 
28

 
244

 
25

NET INCOME ATTRIBUTABLE TO PARTNERS
355

 
36

 
997

 
1,262

GENERAL PARTNER’S INTEREST IN NET INCOME
146

 
116

 
429

 
342

LIMITED PARTNERS’ INTEREST IN NET INCOME (LOSS)
$
209

 
$
(80
)
 
$
568

 
$
920

INCOME FROM CONTINUING OPERATIONS PER LIMITED PARTNER UNIT:
 
 
 
 
 
 
 
Basic
$
0.51

 
$
0.26

 
$
1.55

 
$
4.54

Diluted
$
0.51

 
$
0.26

 
$
1.55

 
$
4.52

NET INCOME (LOSS) PER LIMITED PARTNER UNIT:
 
 
 
 
 
 
 
Basic
$
0.55

 
$
(0.33
)
 
$
1.63

 
$
3.91

Diluted
$
0.55

 
$
(0.33
)
 
$
1.63

 
$
3.89

WEIGHTED AVERAGE NUMBER OF UNITS OUTSTANDING:
 
 
 
 
 
 
 
Basic
374.1

 
245.1

 
342.8

 
233.8

Diluted
375.5

 
246.3

 
344.1

 
235.0

(1) 
In accordance with generally accepted accounting principles, amounts previously reported for interim periods in 2012 have been revised to reflect the retrospective consolidation of Southern Union into ETP as a result of the Holdco Transaction as the transfer of Southern Union into Holdco met the definition of a transaction between entities under common control. Thus, Southern Union was retroactively consolidated beginning March 26, 2012, the date that ETE completed its merger with Southern Union.

4



SUPPLEMENTAL INFORMATION
(Tabular dollar amounts in millions)
(unaudited)
 
Three Months Ended September 30,
 
Nine Months Ended
September 30,
 
2013
 
2012 (b) (c)
 
2013
 
2012 (b) (c)
Reconciliation of net income to Adjusted EBITDA and Distributable Cash Flow (a):
 
 
 
 
 
 
 
Net income
$
404

 
$
64

 
$
1,241

 
$
1,287

Interest expense, net of interest capitalized
210

 
147

 
632

 
479

Gain on deconsolidation of Propane Business

 

 

 
(1,057
)
Gain on sale of AmeriGas common units
(87
)
 

 
(87
)
 

Income tax expense from continuing operations
47

 
27

 
139

 
36

Depreciation and amortization
253

 
162

 
764

 
419

Non-cash compensation expense
12

 
10

 
36

 
31

(Gains) losses on interest rate derivatives

 

 
(46
)
 
9

Unrealized (gains) losses on commodity risk management activities
(8
)
 
(11
)
 
(45
)
 
60

Write-down of assets included in loss from discontinued operations

 
145

 

 
145

LIFO valuation adjustment
(6
)
 

 
(22
)
 

Loss on extinguishment of debt

 

 

 
115

Equity in earnings of unconsolidated affiliates
(28
)
 
(8
)
 
(137
)
 
(64
)
Adjusted EBITDA related to unconsolidated affiliates
151

 
106

 
474

 
302

Other, net
(6
)
 
18

 
18

 
34

Adjusted EBITDA (consolidated)
942

 
660

 
2,967

 
1,796

Adjusted EBITDA related to unconsolidated affiliates
(151
)
 
(106
)
 
(474
)
 
(302
)
Distributions from unconsolidated affiliates
144

 
81

 
341

 
190

Interest expense, net of interest capitalized
(210
)
 
(147
)
 
(632
)
 
(479
)
Income tax expense from continuing operations
(47
)
 
(27
)
 
(139
)
 
(36
)
Maintenance capital expenditures
(62
)
 
(69
)
 
(234
)
 
(170
)
Other, net
2

 

 
4

 
1

Distributable Cash Flow (consolidated)
618

 
392

 
1,833

 
1,000

Distributable Cash Flow attributable to Sunoco Logistics (100%)
(121
)
 

 
(500
)
 

Distributions from Sunoco Logistics to ETP (d)
53

 

 
147

 

Distributions to ETE in respect of Holdco

 

 
(50
)
 

Distributions to Regency in respect of Lone Star (e)
(23
)
 
(14
)
 
(62
)
 
(46
)
Distributable Cash Flow attributable to the partners of ETP
$
527

 
$
378

 
$
1,368

 
$
954

 
 
 
 
 
 
 
 
Distributions to the partners of ETP (f):
 
 
 
 
 
 
 
Limited Partners:
 
 
 
 
 
 
 
Common units held by public
$
253

 
$
224

 
$
740

 
$
559

Common units held by ETE
45

 
45

 
223

 
135

Class H Units held by ETE Holdings
16

 

 
16

 

General Partner interests held by ETE
5

 
5

 
15

 
15

Incentive Distribution Rights (“IDR”) held by ETE
165

 
147

 
528

 
381

IDR relinquishment related to previous acquisitions
(21
)
 
(31
)
 
(107
)
 
(59
)
Total distributions to be paid to the partners of ETP
463

 
390

 
1,415

 
1,031

Distributions credited to Holdco transactions (g)

 

 
(68
)
 

Net distributions to the partners of ETP
$
463

 
$
390

 
$
1,347

 
$
1,031

Distribution coverage ratio (h)
1.14x

 
0.97x

 
1.02x

 
0.93x


5



(a)
Adjusted EBITDA and Distributable Cash Flow are non-GAAP financial measures used by industry analysts, investors, lenders, and rating agencies to assess the financial performance and the operating results of ETP’s fundamental business activities and should not be considered in isolation or as a substitute for net income, income from operations, cash flows from operating activities, or other GAAP measures.
ETP previously reported Distributable Cash Flow only on a consolidated basis. Effective June 30, 2013, ETP has revised its non-GAAP measures to include Distributable Cash Flow attributable to the partners of ETP. ETP considers Distributable Cash Flow attributable to the partners of ETP to be a useful measure, as it more accurately depicts the cash flows available to be distributed to ETP's partners, whereas Distributable Cash Flow on a consolidated basis includes cash flows for which a portion would be distributable to noncontrolling interests. The supplemental information included herein provides both measures, as well as a reconciliation of both measures to the GAAP measure of net income.
There are material limitations to using measures such as Adjusted EBITDA and Distributable Cash Flow, including the difficulty associated with using either as the sole measure to compare the results of one company to another, and the inability to analyze certain significant items that directly affect a company’s net income or loss or cash flows. In addition, our calculations of Adjusted EBITDA and Distributable Cash Flow may not be consistent with similarly titled measures of other companies and should be viewed in conjunction with measurements that are computed in accordance with GAAP, such as gross margin, operating income, net income, and cash flow from operating activities.
Definition of Adjusted EBITDA
ETP defines Adjusted EBITDA as total partnership earnings before interest, taxes, depreciation, amortization and other non-cash items, such as non-cash compensation expense, gains and losses on disposals of assets, the allowance for equity funds used during construction, unrealized gains and losses on commodity risk management activities, non-cash impairment charges, loss on extinguishment of debt, gain on deconsolidation of our Propane Business and other non-operating income or expense items. Unrealized gains and losses on commodity risk management activities include unrealized gains and losses on commodity derivatives and inventory fair value adjustments (excluding lower of cost or market adjustments). Adjusted EBITDA reflects amounts for less than wholly-owned subsidiaries based on 100% of the subsidiaries’ results of operations and for unconsolidated affiliates based on ETP’s proportionate ownership.
Adjusted EBITDA is used by management to determine our operating performance and, along with other financial and volumetric data, as internal measures for setting annual operating budgets, assessing financial performance of our numerous business locations, as a measure for evaluating targeted businesses for acquisition and as a measurement component of incentive compensation.
Definition of Distributable Cash Flow
ETP defines Distributable Cash Flow as net income, adjusted for certain non-cash items, less maintenance capital expenditures. Non-cash items include depreciation and amortization, non-cash compensation expense, gains and losses on disposals of assets, the allowance for equity funds used during construction, unrealized gains and losses on commodity risk management activities, non-cash impairment charges, loss on extinguishment of debt and gain on deconsolidation of our Propane Business. Unrealized gains and losses on commodity risk management activities includes unrealized gains and losses on commodity derivatives and inventory fair value adjustments (excluding lower of cost or market adjustments). Distributable Cash Flow reflects earnings from unconsolidated affiliates on a cash basis.
Distributable Cash Flow is used by management to evaluate our overall performance. Our partnership agreement requires us to distribute all available cash, and Distributable Cash Flow is calculated to evaluate our ability to fund distributions through cash generated by our operations.
On a consolidated basis, Distributable Cash Flow includes 100% of the Distributable Cash Flow of ETP's consolidated subsidiaries. However, to the extent that noncontrolling interests exist among ETP's subsidiaries, the Distributable Cash Flow generated by ETP's subsidiaries may not be available to be distributed to the partners of ETP. In order to reflect the cash flows available for distributions to the partners of ETP, ETP has reported Distributable Cash Flow attributable to the partners of ETP, which is calculated by adjusting Distributable Cash Flow (consolidated), as follows:
For subsidiaries with publicly traded equity interests, Distributable Cash Flow (consolidated) includes 100% of Distributable Cash Flow attributable to such subsidiary, and Distributable Cash Flow attributable to the partners of ETP includes distributions to be received by the parent company with respect to the periods presented. Currently, Sunoco Logistics is the only such subsidiary.
For consolidated joint ventures or similar entities, where the noncontrolling interest is not publicly traded, Distributable Cash Flow (consolidated) includes 100% of Distributable Cash Flow attributable to such subsidiary, but Distributable

6



Cash Flow attributable to the partners of ETP is net of distributions to be paid by the subsidiary to the noncontrolling interests. Currently, Lone Star is such a subsidiary, as it is 30% owned by Regency, which is an unconsolidated affiliate. Prior to April 30, 2013, Holdco was also such a subsidiary, as ETE held a noncontrolling interest in Holdco.
(b)
In accordance with generally accepted accounting principles, amounts previously reported for interim periods in 2012 have been revised to reflect the retrospective consolidation of Southern Union into ETP as a result of the Holdco Transaction as the transfer of Southern Union into Holdco met the definition of a transaction between entities under common control. Thus, Southern Union was retroactively consolidated beginning March 26, 2012, the date that ETE completed its merger with Southern Union.
(c)
ETP has presented Adjusted EBITDA and Distributable Cash Flow (consolidated) in previous communications; however, ETP changed its definition for these non-GAAP measures in the quarter ended December 31, 2012 to reflect less than wholly-owned subsidiaries on a fully consolidated basis. Previously, ETP presented less than wholly-owned subsidiaries on a proportionate basis. This change has been applied retroactively to all periods presented. See “Non-GAAP Measures” available on ETP’s web site at www.energytransfer.com for the reconciliation of net income to Adjusted EBITDA for recent prior periods reflecting the changes described above.
(d)
For the three months ended September 30, 2013, cash distributions to be paid from Sunoco Logistics to ETP consist of cash distributions payable on November 14, 2013 to holders of record on November 8, 2013 in respect of the quarter ended September 30, 2013.
For the nine months ended September 30, 2013, cash distributions to be paid from Sunoco Logistics to ETP consist of cash distributions paid on May 15, 2013 in respect of the quarter ended March 31, 2013, cash distributions paid on August 14, 2013 in respect of the quarter ended June 30, 2013, and cash distributions payable on November 14, 2013 to holders of record on November 8, 2013 in respect of the quarter ended September 30, 2013.
(e)
Cash distributions to Regency in respect of Lone Star consist of cash distributions paid on a quarterly basis. The amounts reflected above are in respect of the periods then ended, including payments made in arrears subsequent to period end.
(f)
For the three months ended September 30, 2013, cash distributions to be paid to the partners of ETP consist of cash distributions payable on November 14, 2013 to holders of record on November 4, 2013 in respect of the quarter ended September 30, 2013. For the three months ended September 30, 2012, cash distributions to be paid to the partners of ETP consist of cash distributions paid on November 14, 2012 in respect of the quarter ended September 30, 2012.
For the nine months ended September 30, 2013, cash distributions to be paid to the partners of ETP consist of cash distributions paid on May 15, 2013 in respect of the quarter ended March 31, 2013, cash distributions paid on August 14, 2013 in respect of the quarter ended June 30, 2013, and cash distributions payable on November 14, 2013 to holders of record on November 4, 2013 in respect of the quarter ended September 30, 2013. For the nine months ended September 30, 2012, cash distributions paid to the partners of ETP consist of cash distributions paid on May 15, 2012 in respect of the quarter ended March 31, 2012, cash distributions paid on August 14, 2012 in respect of the quarter ended June 30, 2012, and cash distributions paid on November 14, 2012 in respect of the quarter ended September 30, 2012.
(g)
For the nine months ended September 30, 2013, net distributions to the partners of ETP excluded distributions paid in respect of the quarter ended March 31, 2013 on 49.5 million ETP Common Units issued to ETE as a portion of the consideration for ETP's acquisition of ETE's interest in Holdco on April 30, 2013. These newly issued ETP Common Units received cash distributions on May 15, 2013; however, such distributions were reduced from the total cash portion of the consideration paid to ETE in connection with the April 30, 2013 Holdco transaction.
(h)
Distribution coverage ratio is calculated as Distributable Cash Flow attributable to the partners of ETP divided by net distributions to the partners of ETP.

7



SUMMARY ANALYSIS OF QUARTERLY RESULTS BY SEGMENT
(Tabular amounts in millions)
(unaudited)
Our segment results were presented based on the measure of Segment Adjusted EBITDA. The tables below identify the components of Segment Adjusted EBITDA, which was calculated as follows:
Gross margin, operating expenses, and selling, general and administrative. 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. These are the unrealized amounts that are included in cost of products sold to calculate gross 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. 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. These amounts represent our proportionate share of the Adjusted EBITDA of our unconsolidated affiliates. Amounts reflected are calculated consistently with our definition of Adjusted EBITDA above.
 
Three Months Ended September 30,
 
2013
 
2012
Segment Adjusted EBITDA:
 
 
 
Intrastate transportation and storage
$
108

 
$
121

Interstate transportation and storage
310

 
324

Midstream
125

 
134

NGL transportation and services
100

 
50

Investment in Sunoco Logistics
181

 

Retail marketing
100

 

All other
18

 
31

 
$
942

 
$
660

Intrastate Transportation and Storage
 
Three Months Ended September 30,
 
2013
 
2012
Natural gas transported (MMBtu/d)
9,438,372

 
9,942,575

Revenues
$
553

 
$
556

Cost of products sold
385

 
362

Gross margin
168

 
194

Unrealized gains on commodity risk management activities
(6
)
 
(13
)
Operating expenses, excluding non-cash compensation expense
(45
)
 
(45
)
Selling, general and administrative expenses, excluding non-cash compensation expense
(9
)
 
(13
)
Adjusted EBITDA related to unconsolidated affiliates

 
(2
)
Segment Adjusted EBITDA
$
108

 
$
121

 
 
 
 
Distributions from unconsolidated affiliates
$
2

 
$
2

Segment Adjusted EBITDA for the intrastate transportation and storage segment decreased for the three months ended September 30, 2013 compared to the same period last year primarily due to a $19 million decrease in transportation fees due to lower volumes from the cessation of certain long-term transportation contracts and lower volumes transported through our pipeline

8



systems as a result of a continued unfavorable natural gas price environment. This decrease in gross margin was partially offset by a decrease in selling, general and administrative expenses of $4 million due to the impact of certain cost reduction initiatives.
Interstate Transportation and Storage
 
Three Months Ended September 30,
 
2013
 
2012
Natural gas transported (MMBtu/d)
6,081,246

 
6,637,914

Natural gas sold (MMBtu/d)
22,467

 
16,976

Revenues
$
311

 
$
321

Operating expenses, excluding non-cash compensation, amortization and accretion expenses
(83
)
 
(58
)
Selling, general and administrative expenses, excluding non-cash compensation, amortization and accretion expenses
(23
)
 
(40
)
Adjusted EBITDA related to unconsolidated affiliates
105

 
101

Segment Adjusted EBITDA
$
310

 
$
324

 
 
 
 
Distributions from unconsolidated affiliates
$
65

 
$
56

Segment Adjusted EBITDA for the interstate transportation and storage segment decreased for the three months ended September 30, 2013 compared to the same period last year primarily due to a $10 million decrease in revenues and a $25 million increase in operating expenses, excluding non-cash amounts. Revenues decreased due to overall lower capacity sold and lower rates, slightly offset by higher revenues and volumes transported on the Sea Robin and Trunkline Gas pipelines. The increase in operating expenses reflected higher operating and maintenance expenses, higher fuel consumption costs and other operating expenses, including an unfavorable true-up adjustment to ad valorem taxes. These unfavorable variances were partially offset by lower selling, general and administrative expenses primarily due to the impact of certain cost reduction initiatives.

9



Midstream
 
Three Months Ended September 30,
 
2013
 
2012
Gathered volumes (MMBtu/d):
 
 
 
ETP legacy assets
2,745,362

 
2,463,987

Southern Union gathering and processing

 
434,452

NGLs produced (Bbls/d):
 
 
 
ETP legacy assets
114,968

 
83,736

Southern Union gathering and processing

 
32,276

Equity NGLs produced (Bbls/d):
 
 
 
ETP legacy assets
11,777

 
15,890

Southern Union gathering and processing

 
7,502

Revenues
$
939

 
$
864

Cost of products sold
777

 
682

Gross margin
162

 
182

Unrealized (gains) losses on commodity risk management activities
(1
)
 
1

Operating expenses, excluding non-cash compensation expense
(29
)
 
(37
)
Selling, general and administrative expenses, excluding non-cash compensation expense
(7
)
 
(16
)
Adjusted EBITDA attributable to discontinued operations

 
5

Adjusted EBITDA related to unconsolidated affiliates

 
(1
)
Segment Adjusted EBITDA
$
125

 
$
134

Segment Adjusted EBITDA for midstream decreased for the three months ended September 30, 2013 compared to the same period last year primarily due to a $25 million negative impact from the deconsolidation of Southern Union’s gathering and processing operations on April 30, 2013, as discussed below, which offset the increased earnings from ETP’s legacy assets. The decrease in gross margin was partially offset by decreases in operating expenses and selling, general and administrative expenses related to the deconsolidation of Southern Union’s gathering and processing operations.
Segment Adjusted EBITDA for the midstream segment reflected a decrease in gross margin as follows:
 
Three Months Ended September 30,
 
2013
 
2012
Gathering and processing fee-based revenues
$
116

 
$
89

Non fee-based contracts and processing
52

 
100

Other
(6
)
 
(7
)
Total gross margin
$
162

 
$
182

Midstream gross margin for the three months ended September 30, 2013 compared to the same period last year reflected increases in fee-based revenues of $37 million due to increased production in the Eagle Ford Shale, partially offset by a $3 million decrease from lower volumes on our Louisiana assets and a $6 million decrease from the deconsolidation of Southern Union’s gathering and processing operations on April 30, 2013. Non fee-based gross margin decreased primarily due to the deconsolidation of Southern Union’s gathering and processing operations on April 30, 2013.

10



NGL Transportation and Services
 
Three Months Ended September 30,
 
2013
 
2012
NGL transportation volumes (Bbls/d)
340,483

 
174,234

NGL fractionation volumes (Bbls/d)
96,608

 
11,442

Revenues
$
548

 
$
168

Cost of products sold
426

 
101

Gross margin
122

 
67

Unrealized losses on commodity risk management activities
1

 

Operating expenses, excluding non-cash compensation expense
(19
)
 
(13
)
Selling, general and administrative expenses, excluding non-cash compensation expense
(6
)
 
(5
)
Adjusted EBITDA related to unconsolidated affiliates
2

 
1

Segment Adjusted EBITDA
$
100

 
$
50

 
 
 
 
Distributions from unconsolidated affiliates
$
1

 
$

Segment Adjusted EBITDA for the NGL transportation and services segment increased for the three months ended September 30, 2013 compared to the same period last year primarily due to higher gross margin, as discussed below, partially offset by higher operating expenses from new assets placed in service.
Segment Adjusted EBITDA for the NGL transportation and services segment reflected an increase in gross margin as follows:
 
Three Months Ended September 30,
 
2013
 
2012
Storage margin
$
33

 
$
35

Transportation margin
49

 
21

Processing and fractionation margin
38

 
12

Other margin
2

 
(1
)
Total gross margin
$
122

 
$
67

Transportation margin increased as a result of higher volumes transported due to the completion of the Gateway pipeline resulting in increased margin of $20 million for the three months ended September 30, 2013. The completion of our Justice pipeline connection to Mont Belvieu, Texas and additional NGL production from our processing plants accounted for the remainder of the increase in transportation margin.
Processing and fractionation margin primarily increased due to the startup of Lone Star’s fractionator at Mont Belvieu, Texas in December 2012.

11



Investment in Sunoco Logistics
 
Three Months Ended September 30,
 
2013
 
2012
Revenue
$
4,528

 
$

Cost of products sold
4,287

 

Gross margin
241

 

Unrealized gains on commodity risk management activities
(8
)
 

Operating expenses, excluding non-cash compensation expense
(36
)
 

Selling, general and administrative expenses, excluding non-cash compensation expense
(29
)
 

Adjusted EBITDA related to unconsolidated affiliates
13

 

Segment Adjusted EBITDA
$
181

 
$

 
 
 
 
Distributions from unconsolidated affiliates
$
3

 
$

We obtained control of Sunoco Logistics Partners L.P. on October 5, 2012 in connection with our acquisition of Sunoco, Inc.; therefore, no comparative results were reflected in our financial statements.
Retail Marketing
 
Three Months Ended September 30,
 
2013
 
2012
Total retail gasoline outlets, end of period
4,972

 

Total company-operated outlets, end of period
443

 

Gasoline and diesel throughput per company-operated site (gallons/month)
202,500

 

Revenue
$
5,298

 
$

Cost of products sold
5,066

 

Gross margin
232

 

Unrealized losses on commodity risk management activities
1

 

Operating expenses, excluding non-cash compensation expense
(103
)
 

Selling, general and administrative expenses, excluding non-cash compensation expense
(25
)
 

LIFO valuation adjustment
(6
)
 

Adjusted EBITDA related to unconsolidated affiliates
1

 

Segment Adjusted EBITDA
$
100

 
$

We acquired our retail marketing segment on October 5, 2012 in connection with our acquisition of Sunoco, Inc.; therefore, no comparative results were reflected in our financial statements.

12



All Other
 
Three Months Ended September 30,
 
2013
 
2012
Revenue
$
95

 
$
104

Cost of products sold
87

 
85

Gross margin
8

 
19

Unrealized losses on commodity risk management activities
5

 
1

Operating expenses, excluding non-cash compensation expense
(11
)
 
(18
)
Selling, general and administrative expenses, excluding non-cash compensation expense
(26
)
 
3

Adjusted EBITDA attributable to discontinued operations
12

 
27

Adjusted EBITDA related to unconsolidated affiliates
31

 
3

Elimination
(1
)
 
(4
)
Segment Adjusted EBITDA
$
18

 
$
31

 
 
 
 
Distributions from unconsolidated affiliates
$
73

 
$
23

Amounts reflected above primarily include:
our investment in AmeriGas;
our natural gas compression operations;
an approximate 30% non-operating interest in PES, a refining joint venture, effective upon our acquisition of Sunoco on October 5, 2012; and,
our investment in Regency related to the Regency common and Class F units received by Southern Union in exchange for the contribution of its interest in Southern Union Gathering Company, LLC to Regency on April 30, 2013.
Adjusted EBITDA attributable to discontinued operations reflected the results of Southern Union's local distribution operations.
Adjusted EBITDA related to unconsolidated affiliates reflected the results from our investments in AmeriGas, PES and Regency beginning in January 2012, October 2012, and April 2013, respectively. Additional information related to unconsolidated affiliates is provided below in “Supplemental Information on Unconsolidated Affiliates.”
The increase in distributions from unconsolidated affiliates was primarily due to cash distributions from our ownership in Regency and PES of $14 million and $40 million, respectively, during the third quarter of 2013.

13



SUPPLEMENTAL INFORMATION ON CAPITAL EXPENDITURES
(Tabular amounts in millions)
(unaudited)
The following is a summary of capital expenditures recorded during the nine months ended September 30, 2013:
 
Growth
 
Maintenance
 
Total
Intrastate transportation and storage
$
1

 
$
22

 
$
23

Interstate transportation and storage
37

 
48

 
85

Midstream(1)
412

 
36

 
448

NGL transportation and services(2)
342

 
12

 
354

Investment in Sunoco Logistics
598

 
37

 
635

Retail marketing
41

 
47

 
88

All other (including eliminations)
12

 
32

 
44

Total capital expenditures
$
1,443

 
$
234

 
$
1,677

(1) 
Amounts reflected above for the midstream segment include growth and maintenance capital expenditures of $95 million and $10 million, respectively, incurred by Southern Union’s gathering and processing operations prior to deconsolidation on April 30, 2013.
(2) 
We received $100 million in capital contributions from Regency related to their 30% share of Lone Star.
We currently expect capital expenditures for the full year 2013 to be within the following ranges:
 
Growth
 
Maintenance
 
Low
 
High
 
Low
 
High
Intrastate transportation and storage
$
5

 
$
5

 
$
25

 
$
30

Interstate transportation and storage
40

 
50

 
75

 
90

Midstream(1)
455

 
475

 
40

 
45

NGL transportation and services(2)
420

 
425

 
15

 
20

Investment in Sunoco Logistics
880

 
920

 
60

 
65

Retail marketing
65

 
75

 
65

 
75

All other (including eliminations)
20

 
25

 
40

 
45

Total capital expenditures
$
1,885

 
$
1,975

 
$
320

 
$
370

(1) 
Amounts reflected above for the midstream segment include growth and maintenance capital expenditures of $95 million and $10 million, respectively, incurred by Southern Union’s gathering and processing operations prior to deconsolidation on April 30, 2013.
(2) 
We expect to receive $120 million in capital contributions from Regency related to their 30% share of Lone Star.

14



SUPPLEMENTAL INFORMATION ON UNCONSOLIDATED AFFILIATES
(In millions)
(unaudited)
 
Three Months Ended September 30,
 
2013
 
2012
Equity in earnings (losses) of unconsolidated affiliates:
 
 
 
AmeriGas
$
(19
)
 
$
(32
)
Citrus
28

 
25

FEP
14

 
15

Regency
8

 

Other
(3
)
 

Total equity in earnings of unconsolidated affiliates
$
28

 
$
8

Proportionate share of interest, depreciation, amortization, non-cash compensation expense, loss on debt extinguishment and taxes:
 
 
 
AmeriGas
$
28

 
$
36

Citrus
57

 
56

FEP
6

 
5

Regency
18

 

Other
14

 
1

Total proportionate share of interest, depreciation, amortization, non-cash compensation expense, loss on debt extinguishment and taxes
$
123

 
$
98

Adjusted EBITDA related to unconsolidated affiliates:
 
 
 
AmeriGas
$
9

 
$
4

Citrus
85

 
81

FEP
20

 
20

Regency
26

 

Other
11

 
1

Total Adjusted EBITDA related to unconsolidated affiliates
$
151

 
$
106

Distributions received from unconsolidated affiliates:
 
 
 
AmeriGas
$
19

 
$
24

Citrus
47

 
38

FEP
18

 
18

Regency
14

 

Other
46

 
1

Total distributions received from unconsolidated affiliates
$
144

 
$
81


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