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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
May 3, 2017
Date of Report (Date of earliest event reported)
 
PANHANDLE EASTERN PIPE LINE COMPANY, LP
(Exact name of Registrant as specified in its charter)
 
 
 
Delaware
1-2921
44-0382470
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

8111 Westchester Drive, Suite 600,
Dallas, Texas 75225
(Address of principal executive offices) (Zip Code)

(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ¨





Item 7.01
Regulation FD Disclosure.

On May 3, 2017, Energy Transfer Partners, L.P, the parent of Energy Transfer, LP, the entity which owns 100% of ETP Holdco Corporation, which indirectly owns 100% of the equity interests of Panhandle Eastern Pipe Line Company, LP (the “Company”), issued a press release after market close announcing the financial and operating results of Energy Transfer Partners, L.P. and Energy Transfer, LP, including certain financial results of the Company, for the first quarter ended March 31, 2017. 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 Number
Description of the Exhibit
99.1
Energy Transfer Partners, L.P. Press Release dated May 3, 2017





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.

 
 
 
 
PANHANDLE EASTERN PIPE LINE COMPANY, LP
 
(Registrant)
Date: May 3, 2017
By:
/s/ Thomas E. Long
 
Thomas E. Long
 
Chief Financial Officer (duly authorized to sign on behalf of the registrant)





EXHIBIT INDEX

Exhibit Number
Description of the Exhibit
99.1
Energy Transfer Partners, L.P. Press Release dated May 3, 2017


Exhibit


https://cdn.kscope.io/ca3dc47c0cabd0f8b7ba51cc00221a2b-etplogoa01a01a09.jpg
ENERGY TRANSFER PARTNERS
REPORTS FIRST QUARTER RESULTS
Dallas – May 3, 2017 – Energy Transfer Partners, L.P. (NYSE: ETP) (“ETP” or the “Partnership”) today reported its financial results for the quarter ended March 31, 2017. Net income for the three months ended March 31, 2017 was $364 million, a decrease of $12 million compared to the three months ended March 31, 2016, primarily due to income tax benefits recognized in the prior period. Adjusted EBITDA for ETP for the three months ended March 31, 2017 totaled $1.41 billion, an increase of $2 million compared to the three months ended March 31, 2016, which reflects significantly higher results from the midstream and liquids transportation and services segments, offset by lower operating results from the legacy Sunoco Logistics crude oil acquisition and marketing activities. The lower Adjusted EBITDA from the crude oil acquisition and marketing activities was due to approximately $50 million of unfavorable impacts from LIFO inventory accounting, which are expected to reverse in future periods. On a pro forma basis for the ETP/Sunoco Logistics merger (discussed below), Distributable Cash Flow attributable to partners, as adjusted, for the three months ended March 31, 2017 totaled $907 million, a decrease of $43 million compared to the three months ended March 31, 2016, primarily due to the unfavorable impact from LIFO inventory accounting and an increase in net interest expense.
The results reported above reflect the consolidated results of Energy Transfer Partners, L.P. In April 2017, Energy Transfer Partners, L.P. merged with a subsidiary of Sunoco Logistics Partners L.P., with Energy Transfer Partners, L.P. continuing as the surviving entity and becoming a wholly owned subsidiary of Sunoco Logistics Partners L.P. At the same time, Energy Transfer Partners, L.P. changed its name to “Energy Transfer, LP” and Sunoco Logistics Partners L.P. changed its name to “Energy Transfer Partners, L.P.” For purposes of maintaining clarity, the following references are used herein:
•
References to “ETP” refer to the entity named Energy Transfer Partners, L.P. prior to the close of the merger and Energy Transfer, LP subsequent to the close of the merger;
•
References to “Sunoco Logistics” refer to the entity named Sunoco Logistics Partners L.P. prior to the close of the merger; and
•
References to “Post-Merger ETP” refer to the consolidated entity named Energy Transfer Partners, L.P. subsequent to the merger.
In April 2017, Post-Merger ETP announced a quarterly distribution of $0.535 per unit ($2.14 annualized) on Post-Merger ETP Common Units for the quarter ended March 31, 2017; this quarterly distribution is equivalent to $0.8025 per ETP common unit on a pre-merger basis.
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 8:00 a.m. Central Time, Thursday, May 4, 2017 to discuss the first quarter 2017 results. The conference call will be broadcast live via an internet webcast, which can be accessed through www.energytransfer.com and will also be available for replay on ETP’s website for a limited time.
Energy Transfer Partners, L.P. (NYSE: ETP) is a master limited partnership that owns and operates one of the largest and most diversified portfolios of energy assets in the United States. Strategically positioned in all of the major U.S. production basins, ETP owns and operates a geographically diverse portfolio of complementary natural gas midstream, intrastate and interstate transportation and storage assets; crude oil, natural gas liquids (NGL) and refined product transportation and terminalling assets; NGL fractionation; and various acquisition and marketing assets.  ETP’s general partner is owned by Energy Transfer Equity, L.P. (NYSE: ETE). For more information, visit the Energy Transfer Partners, L.P. website at www.energytransfer.com.
Energy Transfer Equity, L.P. (NYSE:ETE) is a master limited partnership that owns the general partner and 100% of the incentive distribution rights (IDRs) of Energy Transfer Partners, L.P. (NYSE: ETP) and Sunoco LP (NYSE: SUN).  ETE also owns Lake Charles LNG Company. On a consolidated basis, ETE’s family of companies owns and operates a diverse portfolio of natural gas, natural gas liquids, crude oil and refined products assets, as well as retail and wholesale motor fuel operations and LNG terminalling. For more information, visit the Energy Transfer Equity, L.P. website at www.energytransfer.com.
PennTex Midstream Partners, LP (NASDAQ: PTXP) is a growth-oriented master limited partnership focused on owning, operating, acquiring and developing midstream energy infrastructure assets in North America. PTXP provides natural gas gathering and processing and residue gas and natural gas liquids transportation services to producers in the Terryville Complex in northern

1


Louisiana. PennTex Midstream Partners, LP’s general partner is a consolidated subsidiary of Energy Transfer Partners, L.P. (NYSE: ETP). For more information, visit the PennTex Midstream Partners, LP website at www.penntex.com.
Forward-Looking Statements
This news 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 Report 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 website at www.energytransfer.com.
Contacts
Energy Transfer
Investor Relations:
Lyndsay Hannah, Brent Ratliff, Helen Ryoo, 214-981-0795
or
Media Relations:
Vicki Granado, 214-981-0761

2


ENERGY TRANSFER PARTNERS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions)
(unaudited)
 
ETP (1)
 
Sunoco Logistics
 
March 31,
2017
 
December 31,
2016
 
March 31,
2017
 
December 31,
2016
ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current assets
$
5,505

 
$
5,729

 
$
2,931

 
$
2,906

 
 
 
 
 
 
 
 
Property, plant and equipment, net
52,532

 
50,917

 
13,149

 
12,324

 
 
 
 
 
 
 
 
Advances to and investments in unconsolidated affiliates
4,294

 
4,280

 
662

 
952

Other non-current assets, net
685

 
672

 
77

 
81

Intangible assets, net
5,506

 
4,696

 
1,504

 
977

Goodwill
3,915

 
3,897

 
1,613

 
1,609

Total assets
$
72,437

 
$
70,191

 
$
19,936

 
$
18,849

LIABILITIES AND EQUITY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current liabilities
$
5,476

 
$
6,203

 
$
2,469

 
$
2,138

 
 
 
 
 
 
 
 
Long-term debt, less current maturities
31,648

 
31,741

 
6,760

 
7,313

Long-term notes payable – related company
—

 
250

 
—

 
—

Non-current derivative liabilities
72

 
76

 
—

 
—

Deferred income taxes
4,432

 
4,394

 
256

 
257

Other non-current liabilities
1,053

 
952

 
130

 
133

 
 
 
 
 
 
 
 
Commitments and contingencies
 
 
 
 
 
 
 
Series A Preferred Units
—

 
33

 
—

 
—

Redeemable noncontrolling interests
15

 
15

 
15

 
15

Redeemable Limited Partners’ interests
—

 
—

 
300

 
300

 
 
 
 
 
 
 
 
Equity:
 
 
 
 
 
 
 
Total partners’ capital
20,106

 
18,642

 
8,979

 
8,660

Noncontrolling interest
9,635

 
7,885

 
1,027

 
33

Total equity
29,741

 
26,527

 
10,006

 
8,693

Total liabilities and equity
$
72,437

 
$
70,191

 
$
19,936

 
$
18,849

(1) 
For the periods presented, Sunoco Logistics is included in ETP’s consolidated balance sheets.


3


ENERGY TRANSFER PARTNERS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per unit data)
(unaudited)
 
Actual (1)
 
 
 
 
 
ETP
 
Sunoco Logistics
 
Pro Forma for Merger
 
Three Months Ended
March 31,
 
Three Months Ended
March 31,
 
Three Months Ended
March 31,
 
2017
 
2016
 
2017
 
2016
 
2017
 
2016
REVENUES
$
6,895

 
$
4,481

 
$
3,702

 
$
1,777

 
$
6,895

 
$
4,481

COSTS AND EXPENSES:
 
 
 
 
 
 
 
 
 
 
 
Cost of products sold
5,192

 
2,968

 
2,891

 
1,413

 
5,192

 
2,968

Operating expenses
379

 
348

 
21

 
23

 
379

 
348

Depreciation, depletion and amortization
560

 
470

 
125

 
106

 
560

 
470

Selling, general and administrative
110

 
81

 
32

 
26

 
110

 
81

Impairment charge and others
—

 
—

 
(2
)
 
26

 
—

 
—

Total costs and expenses
6,241

 
3,867

 
3,067

 
1,594

 
6,241

 
3,867

OPERATING INCOME
654

 
614

 
635

 
183

 
654

 
614

OTHER INCOME (EXPENSE):
 
 
 
 
 
 
 
 
 
 
 
Interest expense, net
(339
)
 
(319
)
 
(40
)
 
(39
)
 
(339
)
 
(319
)
Equity in earnings of unconsolidated affiliates
73

 
76

 
9

 
8

 
73

 
76

Gains (losses) on interest rate derivatives
5

 
(70
)
 
—

 
—

 
5

 
(70
)
Other, net
26

 
17

 
1

 
(1
)
 
26

 
17

INCOME BEFORE INCOME TAX EXPENSE (BENEFIT)
419

 
318

 
605

 
151

 
419

 
318

Income tax expense (benefit)
55

 
(58
)
 
10

 
5

 
55

 
(58
)
NET INCOME
364

 
376

 
595

 
146

 
364

 
376

Less: Net income attributable to noncontrolling interest
40

 
65

 
10

 
1

 
36

 
18

NET INCOME ATTRIBUTABLE TO PARTNERS
324

 
311

 
585

 
145

 
328

 
358

General Partner’s interest in net income
206

 
297

 
113

 
90

 
222

 
268

Class H Unitholder’s interest in net income
98

 
79

 
N/A

 
N/A

 
—

 
—

Class I Unitholder’s interest in net income
—

 
2

 
N/A

 
N/A

 
—

 
2

Common Unitholders’ interest in net income (loss)
$
20

 
$
(67
)
 
$
472

 
$
55

 
$
106

 
$
88

NET INCOME (LOSS) PER COMMON UNIT:
 
 
 
 
 
 
 
 
 
 
 
Basic
$
0.02

 
$
(0.15
)
 
$
1.42

 
$
0.18

 
$
0.09

 
$
0.08

Diluted
$
0.02

 
$
(0.15
)
 
$
1.42

 
$
0.18

 
$
0.09

 
$
0.08

WEIGHTED AVERAGE NUMBER OF COMMON UNITS OUTSTANDING:
 
 
 
 
 
 
 
 
 
 
 
Basic
548.2

 
490.2

 
331.8

 
282.5

 
1,087.1

 
950.8

Diluted
549.6

 
490.2

 
332.8

 
283.1

 
1,090.2

 
951.4

(1) 
Reflects pre-merger results for ETP and Sunoco Logistics. For the periods presented, Sunoco Logistics is included in ETP’s consolidated statements of operations.

4


SUPPLEMENTAL INFORMATION
(Dollars and units in millions)
(unaudited)
 
Actual (1)
 
 
 
 
 
ETP
 
Sunoco Logistics
 
Pro Forma for Merger
 
Three Months Ended
March 31,
 
Three Months Ended
March 31,
 
Three Months Ended
March 31,
 
2017
 
2016
 
2017
 
2016
 
2017
 
2016
Reconciliation of net income to Adjusted EBITDA and Distributable Cash Flow (a):
 
 
 
 
 
 
 
 
 
 
 
Net income
$
364

 
$
376

 
$
595

 
$
146

 
$
364

 
$
376

Interest expense, net
339

 
319

 
40

 
39

 
339

 
319

Income tax expense (benefit)
55

 
(58
)
 
10

 
5

 
55

 
(58
)
Depreciation, depletion and amortization
560

 
470

 
125

 
106

 
560

 
470

Non-cash compensation expense
23

 
19

 
6

 
5

 
23

 
19

(Gains) losses on interest rate derivatives
(5
)
 
70

 
—

 
—

 
(5
)
 
70

Unrealized (gains) losses on commodity risk management activities
(64
)
 
63

 
(24
)
 
13

 
(64
)
 
63

Inventory valuation adjustments
(2
)
 
26

 
(2
)
 
26

 
(2
)
 
26

Equity in earnings of unconsolidated affiliates
(73
)
 
(76
)
 
(9
)
 
(8
)
 
(73
)
 
(76
)
Adjusted EBITDA related to unconsolidated affiliates
239

 
219

 
19

 
16

 
239

 
219

Gain on sale of investment in affiliate
—

 
—

 
(483
)
 
—

 
—

 
—

Other, net
(22
)
 
(16
)
 
1

 
1

 
(22
)
 
(16
)
Adjusted EBITDA (consolidated)
1,414

 
1,412

 
278

 
349

 
1,414

 
1,412

Adjusted EBITDA related to unconsolidated affiliates
(239
)
 
(219
)
 
(19
)
 
(16
)
 
(239
)
 
(219
)
Distributable cash flow from unconsolidated affiliates
144

 
144

 
11

 
8

 
144

 
144

Interest expense, net
(339
)
 
(319
)
 
(40
)
 
(39
)
 
(339
)
 
(319
)
Amortization included in interest expense
(1
)
 
(7
)
 
—

 
—

 
(1
)
 
(7
)
Current income tax (expense) benefit
(1
)
 
1

 
(11
)
 
(5
)
 
(1
)
 
1

Maintenance capital expenditures
(60
)
 
(59
)
 
(13
)
 
(13
)
 
(60
)
 
(59
)
Other, net
16

 
3

 
(1
)
 
—

 
16

 
3

Distributable Cash Flow (consolidated)
934

 
956

 
205

 
284

 
934

 
956

Distributable Cash Flow attributable to Sunoco Logistics (100%)
(194
)
 
(283
)
 
N/A

 
N/A

 
N/A

 
N/A

Distributions from Sunoco Logistics to ETP
139

 
125

 
N/A

 
N/A

 
N/A

 
N/A

Distributable Cash Flow attributable to PennTex Midstream Partners, LP (100%)
(19
)
 
—

 
N/A

 
N/A

 
(19
)
 
—

Distributions from PennTex Midstream Partners, LP to ETP (b)
8

 
—

 
N/A

 
N/A

 
8

 
—

Distributable cash flow attributable to noncontrolling interest in other consolidated subsidiaries
(12
)
 
(7
)
 
(11
)
 
(1
)
 
(23
)
 
(8
)
Distributable Cash Flow attributable to the partners of ETP
856

 
791

 
194

 
283

 
900

 
948

Transaction-related expenses
3

 
2

 
4

 
—

 
7

 
2

Distributable Cash Flow attributable to the partners of ETP, as adjusted
$
859

 
$
793

 
$
198

 
$
283

 
$
907

 
$
950

(1) 
Reflects pre-merger results for ETP and Sunoco Logistics.

5


 
Pro Forma for Merger
 
Three Months Ended
March 31,
 
2017
 
2016
Distributions to partners (c):
 
 
 
Limited Partners:
 
 
 
Common Units held by public
$
567

 
$
473

Common Units held by parent (d)
15

 
2

General Partner interests
4

 
3

Incentive Distribution Rights (“IDRs”) held by parent
377

 
303

IDR relinquishments
(157
)
 
(34
)
Total distributions to be paid to partners
$
806

 
$
747

Common Units outstanding – end of period (c)(e)
1,084.6

 
965.3

Distribution coverage ratio (f)
1.13x

 
1.27x


6


(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.
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
We define 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, non-cash impairment charges, losses on extinguishments of debt and other non-operating income or expense items. Unrealized gains and losses on commodity risk management activities include unrealized gains and losses on commodity derivatives and inventory fair value adjustments (excluding lower of cost or market adjustments). Adjusted EBITDA reflects amounts for less than wholly-owned subsidiaries based on 100% of the subsidiaries’ results of operations and for unconsolidated affiliates based on our 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
We define Distributable Cash Flow as net income, adjusted for certain non-cash items, less maintenance capital expenditures. Non-cash items include depreciation, depletion 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, losses on extinguishments of debt and deferred income taxes. 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). For unconsolidated affiliates, Distributable Cash Flow reflects the Partnership’s proportionate share of the investee’s distributable cash flow.
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 our subsidiaries, the Distributable Cash Flow generated by our subsidiaries may not be available to be distributed to our partners. In order to reflect the cash flows available for distributions to our partners, we have reported Distributable Cash Flow attributable to partners, 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 our partners includes distributions to be received by the parent company with respect to the periods presented.
•
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 Cash Flow attributable to partners is net of distributions to be paid by the subsidiary to the noncontrolling interests.
For Distributable Cash Flow attributable to partners, as adjusted, certain transaction-related and non-recurring expenses that are included in net income are excluded.
(b)
Amount reflects distributions for the first quarter of 2017, to be paid by PennTex on May 12, 2017 with respect to ETP’s ownership interests of 6.3 million common units and 20 million subordinated units of PennTex acquired on November 1, 2016.

7


(c)
Distributions on ETP Common Units and the number of ETP Common Units outstanding at the end of the period, both as reflected above, exclude amounts related to ETP Common Units held by subsidiaries of ETP.
(d)
For the three months ended March 31, 2016, the “Pro Forma for Merger” column excludes distributions on Sunoco Logistics Common Units held by ETP as those units were cancelled in connection with the closing of the merger.
(e)
For the three months ended March 31, 2017 and 2016, the “Pro Forma for Merger” columns reflect the sum of (i) the ETP Common Units outstanding at the end of period multiplied by a factor of 1.5x and (ii) the Sunoco Logistics Common Units outstanding at end of period minus 67.1 million Sunoco Logistics Common Units held by ETP, which units were cancelled in connection with the closing of the merger.
(f)
Distribution coverage ratio for a period is calculated as Distributable Cash Flow attributable to partners, as adjusted, divided by net distributions expected to be paid to the partners of ETP in respect of such period.

8


SUMMARY ANALYSIS OF QUARTERLY RESULTS BY SEGMENT
(Tabular dollar amounts in millions)
(unaudited)
ETP’s Segments
 
Three Months Ended
March 31,
 
2017
 
2016
Segment Adjusted EBITDA:
 
 
 
Midstream
$
320

 
$
263

Liquids transportation and services
259

 
227

Interstate transportation and storage
265

 
292

Intrastate transportation and storage
169

 
179

Investment in Sunoco Logistics
278

 
349

All other
123

 
102

 
$
1,414

 
$
1,412


Midstream
 
Three Months Ended
March 31,
 
2017
 
2016
Gathered volumes (MMBtu/d)
10,231,895

 
9,851,105

NGLs produced (Bbls/d)
445,004

 
430,973

Equity NGLs (Bbls/d)
25,521

 
29,533

Revenues
$
1,637

 
$
1,092

Segment Adjusted EBITDA
$
320

 
$
263

Gathered volumes and NGL production increased primarily due to recent acquisitions, including PennTex, and gains in the Permian and Northeast regions, partially offset by basin declines in the South Texas, North Texas, and Mid-Continent/Panhandle regions.
For the three months ended March 31, 2017 compared to the same period last year, Segment Adjusted EBITDA related to our midstream segment increased due to the net effects of the following:
•
an increase of $45 million in non-fee based margin due to higher crude oil and NGL prices;
•
an increase of $17 million in non-fee based margin due to gains in the Permian, partially offset by declines in the South Texas, North Texas, and Mid-Continent/Panhandle regions;
•
an increase of $13 million in fee based revenue due to growth in the Permian, Northeast and North Louisiana, including recent acquisitions, offset by declines in South Texas, North Texas and the Mid-Continent/Panhandle regions; and
•
an increase of $13 million in fee based revenue due to the PennTex acquisition; partially offset by
•
a decrease of $5 million (excluding unrealized gains of $16 million) in non-fee based margin due to higher benefit from settled derivatives used to hedge commodity margins;
•
an increase of $16 million in operating expenses primarily due to recent acquisitions, including PennTex; and
•
an increase of $11 million in general and administrative expenses primarily due to a decrease of $4 million in capitalized overhead, a $3 million increase in shared services allocation, a $2 million increase in insurance allocation, and $2 million additional costs from the PennTex acquisition.



9


Liquids Transportation and Services
 
Three Months Ended
March 31,
 
2017
 
2016
Liquids transportation volumes (Bbls/d)
739,982

 
537,251

NGL fractionation volumes (Bbls/d)
433,473

 
362,906

Revenues
$
1,622

 
$
919

Segment Adjusted EBITDA
$
259

 
$
227

NGL transportation volumes increased in most major producing regions, including the Permian, North Texas, Louisiana and the Eagle Ford. Additionally, our Bayou Bridge crude pipeline, originating in Nederland and delivering into Lake Charles, began transporting volumes in April 2016.
Average daily fractionated volumes increased for the three months ended March 31, 2017 compared to the same period last year primarily due to the commissioning of our fourth fractionator at Mont Belvieu, Texas, in October 2016, which has a capacity of 120,000 Bbls/d, as well as increased producer volumes as mentioned above.
For the three months ended March 31, 2017 compared to the same period last year, Segment Adjusted EBITDA related to our liquids transportation and services segment increased due to net impact of the following:
•
an increase of $37 million in transportation fees due to higher NGL and crude transport volumes;
•
an increase of $17 million in processing and fractionation margin (excluding changes in unrealized gains of $4 million) primarily due to higher NGL volumes from most major producing regions, as noted above; and
•
an increase of $8 million in storage margin primarily due to increased volumes from our Mont Belvieu fractionators; partially offset by
•
a decrease of $8 million in other margin (excluding changes in unrealized gains of $31 million) primarily due to the timing of the recognition of margin from optimization activities;
•
an increase of $19 million in operating expenses primarily due to increased costs associated with our fourth fractionator at Mont Belvieu and new pipelines placed in service; and
•
an increase of $2 million in general and administrative expenses due to lower capitalized overhead as a result of reduced capital spending.

Interstate Transportation and Storage
 
Three Months Ended
March 31,
 
2017
 
2016
Natural gas transported (MMBtu/d)
5,655,558

 
5,835,046

Natural gas sold (MMBtu/d)
16,905

 
17,177

Revenues
$
235

 
$
259

Segment Adjusted EBITDA
$
265

 
$
292

 
 
 
 
Distributions from unconsolidated affiliates
$
114

 
$
73

Transported volumes decreased primarily due to mild weather; in particular, volumes on the Transwestern pipeline decreased by 64,827 MMBtu/d. In addition, volumes on the Sea Robin pipeline decreased 37,075 MMBtu/d due to producer maintenance and production declines.

10


Segment Adjusted EBITDA. For the three months ended March 31, 2017 compared to the same period last year, Segment Adjusted EBITDA related to our interstate transportation and storage segment decreased due to decreases in revenues of $12 million on the Tiger pipeline due to contract restructuring, $10 million on the Panhandle and Trunkline pipelines due to weak spreads and mild weather, and $2 million on the Sea Robin pipeline due to producer maintenance and production declines.
The increase in cash distributions from unconsolidated affiliates is due to increased distributions from MEP.

Intrastate Transportation and Storage
 
Three Months Ended
March 31,
 
2017
 
2016
Natural gas transported (MMBtu/d)
7,807,045

 
8,229,972

Revenues
$
816

 
$
558

Segment Adjusted EBITDA
$
169

 
$
179

 
 
 
 
Distributions from unconsolidated affiliates
$
4

 
$
15

Transported volumes decreased primarily due to lower production volumes in the Barnett Shale region, partially offset by increased volumes related to significant new long-term transportation contracts, as well as the addition of a new short haul transport pipeline delivering volumes into our Houston Pipeline system.
Segment Adjusted EBITDA. For the three months ended March 31, 2017 compared to the same period last year, Segment Adjusted EBITDA related to our intrastate transportation and storage segment decreased due to the net impacts of the following:
•
a decrease of $10 million in transportation fees due to renegotiated contracts resulting in lower demand volumes beginning in the second quarter of 2016 on our ET Fuel pipeline, partially offset by an increase of $5 million due to fees from renegotiated and newly initiated fixed fee contracts primarily on our Houston Pipeline system;
•
a decrease of $8 million in storage margin (excluding net changes in unrealized amounts of $18 million related to fair value inventory adjustments and unrealized gains and losses on derivatives), as discussed below; and
•
an increase of $5 million in operating expenses primarily due to higher outside services labor costs and compression fuel expenses; partially offset by
•
an increase of $7 million in natural gas sales and other (excluding changes in unrealized gains of $4 million) primarily due to higher realized gains from the buying and selling of gas along our system; and
•
an increase of $5 million in retained fuels (excluding changes in unrealized gains of $1 million) primarily due to higher market prices. The average spot price at the Houston Ship Channel location increased 56% for the quarter ended March 31, 2017 compared to the same period last year.

Investment in Sunoco Logistics
 
Three Months Ended
March 31,
 
2017
 
2016
Revenues
$
3,219

 
$
1,777

Segment Adjusted EBITDA
$
278

 
$
349

 
 
 
 
Distributions from unconsolidated affiliates
$
8

 
$
5

See discussion of Sunoco Logistics’ segments in the following section.

11



All Other
 
Three Months Ended
March 31,
 
2017
 
2016
Revenues
$
770

 
$
854

Segment Adjusted EBITDA
$
123

 
$
102

 
 
 
 
Distributions from unconsolidated affiliates
$
38

 
$
34

Amounts reflected in our all other segment primarily include:
•
our equity method investment in limited partnership units of Sunoco LP consisting of 43.5 million units, representing 43.7% of Sunoco LP’s total outstanding common units;
•
our natural gas marketing and compression operations;
•
a non-controlling interest in PES, comprising 33% of PES’ outstanding common units; and
•
our investment in Coal Handling, an entity that owns and operates end-user coal handling facilities.
For the three months ended March 31, 2017 compared to the same period last year, Segment Adjusted EBITDA related to our all other segment increased primarily due to an increase of $22 million in Adjusted EBITDA related to our investment in PES. The three months ended March 31, 2017 also reflected higher gross margin of $9 million and lower selling, general and administrative expenses of $6 million resulting from lower transaction-related expenses. These increases were partially offset by a decrease of $19 million related to the termination of the $75 million annual management fee paid by ETE that ended in 2016.

12


Sunoco Logistics’ Segments
Crude Oil
 
Three Months Ended
March 31,
 
2017
 
2016
Pipeline throughput (thousands of barrels per day ("bpd")) (1)
2,706

 
2,258

Terminal throughput (thousands of bpd) (1)
1,917

 
1,517

Revenues
$
2,557

 
$
1,380

Segment Adjusted EBITDA
$
147

 
$
224

(1) 
Excludes amounts attributable to equity interests which are not consolidated.
Segment Adjusted EBITDA. For the three months ended March 31, 2017 compared to the same period last year, Segment Adjusted EBITDA related to Sunoco Logistics’ Crude Oil segment decreased primarily due to the impact of LIFO inventory accounting on Sunoco Logistics’ contango inventory positions resulting in approximately $60 million of positive earnings during the first quarter 2016, compared to approximately $50 million of negative earnings during the first quarter 2017. The unfavorable LIFO timing is expected to be reversed in future periods as commodity prices fall or the inventory positions are liquidated. Excluding these inventory timing impacts, Adjusted EBITDA for the crude oil segment increased $33 million compared to the prior year period. This increase related to improved results from Sunoco Logistics’ crude oil pipelines and terminalling activities of $56 million which was largely attributable to expansion capital projects which commenced operations in 2016, the acquisition of Vitol Inc.'s crude oil assets in the fourth quarter 2016, and the formation of Permian Express Partners LLC in the first quarter of 2017. Partially offsetting this improvement was lower operating results from Sunoco Logistics’ crude oil acquisition and marketing activities of $23 million, which includes transportation and storage fees related to Sunoco Logistics’ crude oil pipelines and terminal facilities.

Natural Gas Liquids
 
Three Months Ended
March 31,
 
2017
 
2016
Pipeline throughput (thousands of bpd)
280

 
269

Terminal throughput (thousands of bpd)
264

 
220

Revenues
$
385

 
$
233

Segment Adjusted EBITDA
$
82

 
$
74

Segment Adjusted EBITDA. For the three months ended March 31, 2017 compared to the same period last year, Segment Adjusted EBITDA related to Sunoco Logistics’ Natural Gas Liquids segment increased primarily due to increased volumes and fees from Sunoco Logistics’ Mariner NGLs projects of $12 million, which includes Sunoco Logistics’ NGLs pipelines and terminal facilities at Marcus Hook and Nederland. These positive factors were partially offset by lower operating results from Sunoco Logistics’ NGLs acquisition and marketing activities of $2 million.

13



Refined Products
 
Three Months Ended
March 31,
 
2017
 
2016
Pipeline throughput (thousands of bpd) (1)
624

 
551

Terminal throughput (thousands of bpd) (1)
542

 
532

Revenues
$
277

 
$
164

Segment Adjusted EBITDA
$
49

 
$
51

(1) 
Excludes amounts attributable to equity interests which are not consolidated.
Segment Adjusted EBITDA. For the three months ended March 31, 2017 compared to the same period last year, Segment Adjusted EBITDA related to Sunoco Logistics’ Refined Products segment decreased due to lower results from Sunoco Logistics’ refined products acquisition and marketing activities of $7 million. This decrease was partially offset by improved results from Sunoco Logistics’ refined products pipelines of $4 million and improved contributions from joint venture interests of $2 million.


14


SUPPLEMENTAL INFORMATION ON CAPITAL EXPENDITURES
(In millions)
(unaudited)
The following is a summary of capital expenditures (net of contributions in aid of construction costs) for the three months ended March 31, 2017:
 
Growth
 
Maintenance
 
Total
ETP:
 
 
 
 
 
Midstream
$
234

 
$
16

 
$
250

Liquids transportation and services(1)
105

 
5

 
110

Interstate transportation and storage(1)
288

 
9

 
297

Intrastate transportation and storage
16

 
5

 
21

All other (including eliminations)
47

 
12

 
59

Total capital expenditures
690

 
47

 
737

Sunoco Logistics:
 
 
 
 
 
Crude oil
51

 
5

 
56

Natural gas liquids
445

 
1

 
446

Refined products
10

 
7

 
17

Total capital expenditures
$
1,196

 
$
60

 
$
1,256

(1) 
Includes capital expenditures related to the Bakken, Rover and Bayou Bridge pipeline projects, but excludes amounts related to Sunoco Logistics’ proportionate ownership in the Bakken and Bayou Bridge pipeline projects.  

SUPPLEMENTAL INFORMATION ON LIQUIDITY
(In millions)
(unaudited)
 
Facility Size
 
Funds Available at March 31, 2017
 
Maturity Date
Legacy ETP Revolving Credit Facility
$
3,750

 
$
3,217

 
November 18, 2019
Legacy Sunoco Logistics Revolving Credit Facility
2,500

 
1,760

 
March 20, 2020
Legacy Sunoco Logistics 364-Day Credit Facility
1,000

 
370

 
May 26, 2017
 
$
7,250

 
$
5,347

 
 

15


SUPPLEMENTAL INFORMATION ON UNCONSOLIDATED AFFILIATES
(In millions)
(unaudited)
 
Three Months Ended
March 31,
 
2017
 
2016
Equity in earnings (losses) of unconsolidated affiliates:
 
 
 
Citrus
$
21

 
$
21

FEP
12

 
14

PES
14

 
(6
)
MEP
10

 
11

HPC
7

 
8

AmeriGas
9

 
(2
)
Sunoco LP
(14
)
 
15

Other
14

 
15

Total equity in earnings of unconsolidated affiliates
$
73

 
$
76

 
 
 
 
Adjusted EBITDA related to unconsolidated affiliates:
 
 
 
Citrus
$
75

 
$
74

FEP
18

 
19

PES
26

 
4

MEP
22

 
24

HPC
15

 
15

Sunoco LP
54

 
57

Other
29

 
26

Total Adjusted EBITDA related to unconsolidated affiliates
$
239

 
$
219

 
 
 
 
Distributions received from unconsolidated affiliates:
 
 
 
Citrus
$
41

 
$
35

FEP
—

 
17

AmeriGas
3

 
3

MEP
73

 
21

HPC
—

 
12

Sunoco LP
35

 
30

Other
20

 
17

Total distributions received from unconsolidated affiliates
$
172

 
$
135


16