View:
Download DOC
Download PDF
Download XLS
ETE Q2 2015 ER 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
 
August 5, 2015
Date of Report (Date of earliest event reported)
 
ENERGY TRANSFER EQUITY, L.P.
(Exact name of Registrant as specified in its charter)
 
 
 
 
 
 
Delaware
 
1-32740
 
30-0108820
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification Number)
 
3738 Oak Lawn Avenue
Dallas, TX 75219
(Address of principal executive offices)
 
(214) 981-0700
(Registrant's telephone number, including area code)
 
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 2.02. Results of Operations and Financial Condition.
On August 5, 2015, Energy Transfer Equity, L.P. (the “Partnership”) issued a press release announcing its financial and operating results for the second quarter ended June 30, 2015. A copy of this 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 this Item 2.02 and in the attached exhibit shall be deemed to be “furnished” and not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended (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 Number
 
Description of the Exhibit
Exhibit 99.1
 
Energy Transfer Equity, L.P. Press Release dated August 5, 2015


 
 
 



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 hereunto duly authorized.


 
ENERGY TRANSFER EQUITY, L.P.
 
By:
LE GP, L.L.C., its General Partner
 
 
 
Date: August 5, 2015
By:
/s/ Jamie Welch
 
 
Jamie Welch
 
 
Chief Financial Officer (duly
authorized to sign on behalf of the registrant)





Exhibit Index



Exhibit Number
 
Description of the Exhibit
Exhibit 99.1
 
Energy Transfer Equity, L.P. Press Release dated August 5, 2015





EX 99.1 ETE Earnings Release Q2 2015


ENERGY TRANSFER EQUITY
REPORTS SECOND QUARTER RESULTS

Dallas - August 5, 2015 - Energy Transfer Equity, L.P. (NYSE:ETE) (“ETE” or the “Partnership”) today reported financial results for the quarter ended June 30, 2015.
Distributable Cash Flow, as adjusted, for the three months ended June 30, 2015 was $335 million compared to $218 million for the three months ended June 30, 2014, an increase of $117 million. Distributable Cash Flow, as adjusted, per unit was $0.31 for the three months ended June 30, 2015, an increase of 55% compared to the three months ended June 30, 2014. ETE’s net income attributable to partners was $298 million for the three months ended June 30, 2015 compared to $164 million for the three months ended June 30, 2014, an increase of $134 million.
Distributable Cash Flow, as adjusted, for the six months ended June 30, 2015 was $656 million compared to $417 million for the six months ended June 30, 2014, an increase of $239 million. Distributable Cash Flow, as adjusted, per unit was $0.61 for the six months ended June 30, 2015, an increase of 61% compared to the six months ended June 30, 2014. ETE’s net income attributable to partners was $582 million for the six months ended June 30, 2015 compared to $332 million for the six months ended June 30, 2014, an increase of $250 million.
The Partnership’s recent key accomplishments and other developments include the following:
•
In July 2015, ETE completed a two-for-one split of its outstanding common units. All unit and per-unit amounts reported herein have been adjusted to give effect to the split.
•
In July 2015, ETE’s Board of Directors approved a $0.02 increase in its quarterly distribution to $0.265 per ETE common unit on a post-split basis for the second quarter ended June 30, 2015, an increase of 39% on an annualized basis compared to the second quarter of 2014 and an increase of 8% on an annualized basis compared to the first quarter of 2015. For the quarter ended June 30, 2015, ETE’s distribution coverage ratio is 1.19x.
•
In July 2015, ETE entered into an exchange and repurchase agreement with Energy Transfer Partners, L.P. (“ETP”), pursuant to which ETE will exchange 21.0 million ETP common units for 100% of the general partner interest and incentive distribution rights of Sunoco LP. In addition, ETE agreed to provide ETP with a $35 million annual IDR subsidy for two years. This transaction is expected to close in August 2015.
•
During the second quarter of 2015, ETE repurchased approximately $294 million of ETE common units under its current buyback program.
•
During the second quarter of 2015, progress on Lake Charles LNG Export Company, LLC (“Lake Charles LNG”), an entity owned 60% by ETE and 40% by ETP, continued as we purchased the land for the project from Alcoa Inc. and as we received the draft Environmental Impact Statement (“EIS”) and filed the additional data and information requests required thereunder. We have also continued our work with the short-listed EPC contractors as we continue to refine the cost structure for the project. We expect to receive the final EIS next week on August 14th. The next milestone after that will be the Federal Energy Regulatory Commission (“FERC”) authorization. With the expected emphasis on capital discipline and overall cost, we continue to believe that Lake Charles LNG is one of the most attractive pre-final investment decision (“FID”) projects for both Royal Dutch Shell plc and BG Group plc and that as a result, we remain on track to sanction FID of the project in 2016.
•
In May 2015, ETE issued $1 billion aggregate principal amount of its 5.5% senior notes due 2027.
•
As of June 30, 2015, ETE’s $1.5 billion revolving credit facility had $230 million of outstanding borrowings and its leverage ratio, as defined by the credit agreement, was 2.93x.

1


The Partnership has scheduled a conference call for 8:00 a.m. Central Time, Thursday, August 6, 2015 to discuss its second quarter 2015 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 the Partnership’s web site for a limited time.
The Partnership’s principal sources of cash flow are derived from distributions related to its direct and indirect investments in the limited and general partner interests in ETP, including 100% of ETP’s incentive distribution rights, ETP Common Units, ETP Class I Units, and, through ETP Class H Units, 90% of the underlying economics of the general partner interest and IDRs of Sunoco Logistics, as well as the Partnership’s ownership of Lake Charles LNG. Prior to ETP’s acquisition of Regency Energy Partners LP (“Regency”), the Partnership’s sources of cash flow were also derived from its direct and indirect investments in the limited and general partner of Regency. The Partnership’s primary cash requirements are for general and administrative expenses, debt service requirements and distributions to its partners.
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 23.6 million ETP common units, and approximately 81.0 million ETP Class H Units, which track 90% of the underlying economics of the general partner interest and IDRs of Sunoco Logistics Partners L.P. (NYSE: SXL). On a consolidated basis, ETE’s family of companies owns and operates approximately 71,000 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.
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’s subsidiaries include Panhandle Eastern Pipe Line Company, LP (the successor of Southern Union Company) and Lone Star NGL LLC, which owns and operates natural gas liquids storage, fractionation and transportation assets. In total, ETP currently owns and operates more than 62,000 miles of natural gas and natural gas liquids pipelines. ETP also owns the general partner, 100% of the incentive distribution rights, and approximately 67.1 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 assets. ETP owns 100% of Sunoco, Inc. Additionally, ETP owns the general partner, 100% of the incentive distribution rights and approximately 66% of the limited partner interests in Sunoco LP (formerly Susser Petroleum Partners LP) (NYSE: SUN), a wholesale fuel distributor and convenience store operator. ETP’s general partner is owned by ETE. For more information, visit the Energy Transfer Partners, 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, refined products, and natural gas liquids pipeline, terminalling and acquisition and marketing assets which are used to facilitate the purchase and sale of crude oil, refined products, and natural gas liquids. 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.
Sunoco LP (NYSE: SUN) is a growth-oriented master limited partnership that primarily distributes motor fuel to convenience stores, independent dealers, commercial customers and distributors. Sunoco LP also operates more than 830 convenience stores and retail fuel sites. Sunoco LP conducts its business through wholly-owned subsidiaries, as well as through its 31.58% interest in Sunoco LLC, in partnership with its parent company, ETP. Sunoco LP’s general partner is owned by Energy Transfer Partners, L.P. (NYSE: ETP). For more information, visit the Sunoco LP web site at www.sunocolp.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. An extensive list of factors that can affect future results are discussed in the Partnership’s Annual Reports on Form 10-K and other documents filed from time to time with the Securities and Exchange Commission. The Partnership undertakes 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:
 
Media Relations:
Energy Transfer
Energy Transfer
Vicki Granado
Brent Ratliff
Lyndsay Hannah
Granado Communications Group
214-981-0700 (office)
214-840-5477 (office)
214-599-8785 (office)
 
 
214-498-9272 (cell)
            

2



ENERGY TRANSFER EQUITY, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions)
(unaudited)
 
June 30, 2015
 
December 31, 2014
ASSETS
 
 
 
 
 
 
 
CURRENT ASSETS
$
7,237

 
$
6,153

 
 
 
 
PROPERTY, PLANT AND EQUIPMENT, net
44,047

 
40,292

 
 
 
 
ADVANCES TO AND INVESTMENTS IN UNCONSOLIDATED AFFILIATES
3,653

 
3,659

NON-CURRENT DERIVATIVE ASSETS
1

 
10

GOODWILL
7,663

 
7,865

INTANGIBLE ASSETS, net
5,579

 
5,582

OTHER NON-CURRENT ASSETS, net
965

 
908

Total assets
$
69,145

 
$
64,469

 
 
 
 
 
 
 
 
LIABILITIES AND EQUITY
 
 
 
 
 
 
 
CURRENT LIABILITIES
$
5,238

 
$
6,782

 
 
 
 
LONG-TERM DEBT, less current maturities
34,795

 
29,653

DEFERRED INCOME TAXES
4,182

 
4,325

NON-CURRENT DERIVATIVE LIABILITIES
109

 
154

OTHER NON-CURRENT LIABILITIES
1,226

 
1,193

 
 
 
 
COMMITMENTS AND CONTINGENCIES
 
 
 
 
 
 
 
PREFERRED UNITS OF SUBSIDIARY
33

 
33

REDEEMABLE NONCONTROLLING INTEREST
15

 
15

 
 
 
 
EQUITY:
 
 
 
Total partners’ capital
501

 
664

Noncontrolling interest
23,046

 
21,650

Total equity
23,547

 
22,314

Total liabilities and equity
$
69,145

 
$
64,469




3


ENERGY TRANSFER EQUITY, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per unit data)
(unaudited)
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2015
 
2014
 
2015
 
2014
REVENUES
$
11,594

 
$
14,143

 
$
21,974

 
$
27,223

COSTS AND EXPENSES:
 
 
 
 
 
 
 
Cost of products sold
9,338

 
12,351

 
17,825

 
23,793

Operating expenses
663

 
428

 
1,291

 
852

Depreciation, depletion and amortization
514

 
450

 
1,007

 
823

Selling, general and administrative
183

 
141

 
338

 
272

Total costs and expenses
10,698

 
13,370

 
20,461

 
25,740

OPERATING INCOME
896

 
773

 
1,513

 
1,483

OTHER INCOME (EXPENSE):
 
 
 
 
 
 
 
Interest expense, net of interest capitalized
(408
)
 
(344
)
 
(779
)
 
(659
)
Equity in earnings of unconsolidated affiliates
117

 
77

 
174

 
181

Gains (losses) on interest rate derivatives
127

 
(46
)
 
50

 
(48
)
Gain on sale of AmeriGas common units
—

 
93

 
—

 
163

Other, net
(16
)
 
(25
)
 
(9
)
 
(23
)
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAX EXPENSE
716

 
528

 
949

 
1,097

Income tax expense (benefit) from continuing operations
(56
)
 
70

 
(44
)
 
215

INCOME FROM CONTINUING OPERATIONS
772

 
458

 
993

 
882

Income from discontinued operations
—

 
42

 
—

 
66

NET INCOME
772

 
500

 
993

 
948

Less: Net income attributable to noncontrolling interest
474

 
336

 
411

 
616

NET INCOME ATTRIBUTABLE TO PARTNERS
298

 
164

 
582

 
332

General Partner’s interest in net income
—

 
1

 
1

 
1

Class D Unitholder’s interest in net income
—

 
—

 
1

 
1

Limited Partners’ interest in net income
$
298

 
$
163

 
$
580

 
$
330

INCOME FROM CONTINUING OPERATIONS PER LIMITED PARTNER UNIT:
 
 
 
 
 
 
 
Basic
$
0.28

 
$
0.15

 
$
0.54

 
$
0.29

Diluted
$
0.28

 
$
0.15

 
$
0.54

 
$
0.29

NET INCOME PER LIMITED PARTNER UNIT:
 
 
 
 
 
 
 
Basic
$
0.28

 
$
0.15

 
$
0.54

 
$
0.30

Diluted
$
0.28

 
$
0.15

 
$
0.54

 
$
0.30

WEIGHTED AVERAGE NUMBER OF UNITS OUTSTANDING:
 
 
 
 
 
 
 
Basic
1,076.0

 
1,087.3

 
1,077.2

 
1,101.2

Diluted
1,077.6

 
1,089.1

 
1,079.0

 
1,101.2



4


ENERGY TRANSFER EQUITY, L.P.
DISTRIBUTABLE CASH FLOW (1) 
(Dollars in millions, except per unit amounts)
(unaudited)
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2015
 
2014
 
2015
 
2014
Cash distributions from ETP associated with:
 
 
 
 
 
 
 
Limited partner interest
$
24

 
$
29

 
$
48

 
$
58

Class H Units
62

 
53

 
118

 
103

General partner interest
7

 
5

 
15

 
10

Incentive distribution rights
317

 
178

 
617

 
346

IDR relinquishments, net of distributions on Class I Units (2)
(28
)
 
(58
)
 
(55
)
 
(115
)
Total cash distributions from ETP
382

 
207

 
743

 
402

Total cash distributions from Regency (prior to merger with ETP) (3)
—

 
37

 
—

 
57

Total cash distributions from investments in subsidiaries
382

 
244

 
743

 
459

 
 
 
 
 
 
 
 
Distributable cash flow attributable to Lake Charles LNG:
 
 
 
 
 
 
 
Revenues
54

 
53

 
108

 
107

Operating expenses
(4
)
 
(4
)
 
(8
)
 
(8
)
Selling, general and administrative expenses
(1
)
 
(2
)
 
(2
)
 
(4
)
Distributable cash flow attributable to Lake Charles LNG
49

 
47

 
98

 
95

 
 
 
 
 
 
 
 
Deduct expenses of the Parent Company on a stand-alone basis:
 
 
 
 
 
 
 
Selling, general and administrative expenses, excluding non-cash compensation expense
(5
)
 
(5
)
 
(7
)
 
(7
)
Management fee to ETP (4)
(24
)
 
(24
)
 
(48
)
 
(48
)
Interest expense, net of amortization of financing costs, interest income, and realized gains and losses on interest rate swaps
(70
)
 
(47
)
 
(128
)
 
(86
)
Distributable Cash Flow
332

 
215

 
658

 
413

Transaction-related expenses
3

 
3

 
4

 
4

Bakken Pipeline Transaction — pro forma interest expense (5)
—

 
—

 
(6
)
 
—

Distributable Cash Flow, as adjusted
$
335

 
$
218

 
$
656

 
$
417

 
 
 
 
 
 
 
 
Distributable Cash Flow, as adjusted, per Unit
$
0.31

 
$
0.20

 
$
0.61

 
$
0.38

 
 
 
 
 
 
 
 
Cash distributions to be paid to the partners of ETE:
 
 
 
 
 
 
 
Distributions to be paid to limited partners
$
281

 
$
205

 
$
545

 
$
400

Distributions to be paid to general partner
—

 
1

 
1

 
1

Distributions to be paid to Class D unitholder
—

 
—

 
1

 
1

Total cash distributions to be paid to the partners of ETE
$
281

 
$
206

 
$
547

 
$
402

 
 
 
 
 
 
 
 
Distribution coverage ratio (6)
1.19x

 
1.06x

 
1.20x

 
1.04x

_________________
(1) 
This press release and accompanying schedules include the non-generally accepted accounting principle (“non-GAAP”) financial measures of Distributable Cash Flow, Distributable Cash Flow, as adjusted, and Distributable Cash Flow, as adjusted, per Unit. See supplemental information below for a reconciliation of these non-GAAP financial measures to the most directly comparable financial measure calculated and presented in accordance with GAAP. The Partnership’s non-GAAP financial measures should not be considered as alternatives to GAAP financial measures such as net income, cash flow from operating activities or any other GAAP measure of liquidity or financial performance.

5


(2) 
The Class I Units provide distributions to ETE for the purpose of offsetting a portion of the IDR subsidies previously provided to ETP.
(3) 
ETP’s acquisition of Regency closed on April 30, 2015; therefore, no distributions in relation to the quarter ended March 31, 2015 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.
(4) 
In exchange for management services, ETE has agreed to pay to ETP fees totaling $95 million, $95 million and $5 million for the years ending December 31, 2014, 2015 and 2016, respectively.
(5) 
Pro forma interest expense adjustment for $879 million cash payment to ETP related to the Bakken Pipeline Transaction to adjust for the effective date of the transaction of January 1, 2015.
(6) 
Distribution coverage ratio for a period is calculated as Distributable Cash Flow, as adjusted, divided by total cash distributions expected to be paid to the partners of ETE in respect of such period.

6


SUPPLEMENTAL INFORMATION
RECONCILIATION OF DISTRIBUTABLE CASH FLOW
(In millions, except per unit amounts)
(unaudited)
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2015
 
2014
 
2015
 
2014
Net income attributable to partners
$
298

 
$
164

 
$
582

 
$
332

Equity in earnings related to investments in ETP and Regency
(363
)
 
(209
)
 
(691
)
 
(410
)
Total cash distributions from investments in subsidiaries
382

 
244

 
743

 
459

Amortization included in interest expense (excluding ETP and Regency)
2

 
2

 
4

 
4

Other non-cash (excluding ETP and Regency)
13

 
14

 
20

 
28

Distributable Cash Flow
332

 
215

 
658

 
413

Transaction-related expenses
3

 
3

 
4

 
4

Bakken Pipeline Transaction — pro forma interest expense
—

 
—

 
(6
)
 
—

Distributable Cash Flow, as adjusted
$
335

 
$
218

 
$
656

 
$
417

 
 
 
 
 
 
 
 
Weighted average units outstanding (common, Class D and General Partner on a post-split basis)
1,081.8

 
1,093.0

 
1,082.6

 
1,107.0

 
 
 
 
 
 
 
 
Distributable Cash Flow, as adjusted, per Unit
$
0.31

 
$
0.20

 
$
0.61

 
$
0.38

Distributable Cash Flow and Distributable Cash Flow, as adjusted. The Partnership defines Distributable Cash Flow and Distributable Cash Flow, as adjusted, for a period as cash distributions expected to be received in respect of such period in connection with the Partnership’s investments in limited and general partner interests, net of the Partnership’s cash expenditures for general and administrative costs and interest expense. The Partnership’s definitions of Distributable Cash Flow and Distributable Cash Flow, as adjusted, also include distributable cash flow from Lake Charles LNG to the Partnership. For Distributable Cash Flow, as adjusted, certain transaction-related expenses that are included in net income are excluded.
Distributable Cash Flow is a significant liquidity measure used by the Partnership’s senior management to compare net cash flows generated by the Partnership to the distributions the Partnership expects to pay its unitholders. Due to cash expenses incurred from time to time in connection with the Partnership’s merger and acquisition activities and other transactions, Distributable Cash Flow, as adjusted, is also a significant liquidity measure used by the Partnership’s senior management to compare net cash flows generated by the Partnership to the distributions the Partnership expects to pay its unitholders. Using these measures, the Partnership’s management can compute the coverage ratio of estimated cash flows for a period to planned cash distributions for such period.
Distributable Cash Flow and Distributable Cash Flow, as adjusted, are also important non-GAAP financial measures for our limited partners since these indicate to investors whether the Partnership’s investments are generating cash flows at a level that can sustain or support an increase in quarterly cash distribution levels. Financial measures such as Distributable Cash Flow and Distributable Cash Flow, as adjusted, are quantitative standards used by the investment community with respect to publicly traded partnerships because the value of a partnership unit is in part measured by its yield (which in turn is based on the amount of cash distributions a partnership can pay to a unitholder). The GAAP measure most directly comparable to Distributable Cash Flow, and Distributable Cash Flow, as adjusted, is net income for ETE on a stand-alone basis (the “Parent Company”).
Distributable Cash Flow, as adjusted, per Unit. The Partnership defines Distributable Cash Flow, as adjusted, per Unit for a period as the quotient of Distributable Cash Flow, as adjusted, divided by the weighted average number of units outstanding. For purposes of this calculation, the number of units outstanding represents the Partnership’s basic average common units outstanding plus Class D units outstanding and the general partner common unit equivalent.

7


Similar to Distributable Cash Flow, as adjusted, as described above, Distributable Cash Flow, as adjusted, per Unit is a significant liquidity measure used by the Partnership’s senior management to compare net cash flows generated by the Partnership to the distributions the Partnership expects to pay to its unitholders.

SUPPLEMENTAL INFORMATION
FINANCIAL STATEMENTS FOR PARENT COMPANY

Following are condensed balance sheets and statements of operations of the Parent Company on a stand-alone basis.
BALANCE SHEETS
(In millions)
(unaudited)
 
June 30,
2015
 
December 31, 2014
ASSETS
 
 
 
CURRENT ASSETS
$
23

 
$
17

PLANT, PROPERTY AND EQUIPMENT
7

 
—

ADVANCES TO AND INVESTMENTS IN UNCONSOLIDATED AFFILIATES
6,406

 
5,390

INTANGIBLE ASSETS, net
8

 
10

GOODWILL
9

 
9

OTHER NON-CURRENT ASSETS, net
52

 
46

Total assets
$
6,505

 
$
5,472

LIABILITIES AND PARTNERS’ CAPITAL
 
 
 
CURRENT LIABILITIES
$
157

 
$
72

LONG-TERM DEBT, less current maturities
5,737

 
4,680

NOTE PAYABLE TO AFFILIATE
109

 
54

OTHER NON-CURRENT LIABILITIES
1

 
2

COMMITMENTS AND CONTINGENCIES

 

PARTNERS’ CAPITAL:
 
 
 
General Partner
(1
)
 
(1
)
Limited Partners:
 
 
 
Common Unitholders
484

 
648

Class D Units
20

 
22

Accumulated other comprehensive loss
(2
)
 
(5
)
Total partners’ capital
501

 
664

Total liabilities and partners’ capital
$
6,505

 
$
5,472



8


STATEMENTS OF OPERATIONS
(In millions)
(unaudited)
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2015
 
2014
 
2015
 
2014
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
$
(29
)
 
$
(32
)
 
$
(57
)
 
$
(63
)
OTHER INCOME (EXPENSE):
 
 
 
 
 
 
 
Interest expense, net of interest capitalized
(72
)
 
(50
)
 
(133
)
 
(90
)
Equity in earnings of unconsolidated affiliates
398

 
248

 
771

 
487

Other, net
—

 
(2
)
 
1

 
(2
)
INCOME BEFORE INCOME TAXES
297

 
164

 
582

 
332

Income tax benefit
(1
)
 
—

 
—

 
—

NET INCOME
298

 
164

 
582

 
332

GENERAL PARTNER’S INTEREST IN NET INCOME
—

 
1

 
1

 
1

CLASS D UNITHOLDER’S INTEREST IN NET INCOME
—

 
—

 
1

 
1

LIMITED PARTNERS’ INTEREST IN NET INCOME
$
298

 
$
163

 
$
580

 
$
330



9