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Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2011	May 02, 2011
Document and Entity Information
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2011
Entity Registrant Name	Energy Transfer Equity, L.P.
Entity Central Index Key	0001276187
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q1
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		222,972,708

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2011	Dec. 31, 2010
ASSETS
Cash and cash equivalents	$ 143,032	$ 86,264
Marketable securities	2,640	2,032
Accounts receivable, net of allowance for doubtful accounts of $6,833 and $6,706 as of March 31, 2011 and December 31, 2010, respectively	591,990	612,357
Accounts receivable from related companies	89,129	76,331
Inventories	300,522	366,384
Exchanges receivable	19,363	21,926
Price risk management assets	14,338	16,357
Other current assets	151,019	109,359
Total current assets	1,312,033	1,291,010
PROPERTY, PLANT AND EQUIPMENT	13,543,244	13,284,430
ACCUMULATED DEPRECIATION	(1,554,656)	(1,431,698)
PROPERTY, PLANT AND EQUIPMENT, net	11,988,588	11,852,732
ADVANCES TO AND INVESTMENTS IN AFFILIATES	1,352,577	1,359,979
LONG-TERM PRICE RISK MANAGEMENT ASSETS	16,256	13,971
GOODWILL	1,600,611	1,600,611
INTANGIBLES AND OTHER ASSETS, net	1,240,097	1,260,427
Total assets	17,510,162	17,378,730
LIABILITIES AND EQUITY
Accounts payable	369,198	421,556
Accounts payable to related companies	20,013	27,351
Exchanges payable	20,557	16,003
Price risk management liabilities	23,190	13,172
Accrued and other current liabilities	545,469	567,688
Current maturities of long-term debt	35,120	35,305
Total current liabilities	1,013,547	1,081,075
LONG-TERM DEBT, less current maturities	9,570,199	9,346,067
LONG-TERM PRICE RISK MANAGEMENT LIABILITIES	83,031	79,465
OTHER NON-CURRENT LIABILITIES	$ 249,462	$ 235,848
COMMITMENTS AND CONTINGENCIES (Note 14)
PREFERRED UNITS OF SUBSIDIARY (Note 10)	$ 70,991	$ 70,943
PARTNERS' CAPITAL:
General Partner	440	520
Limited Partners:
Common Unitholders (222,972,708 and 222,941,172 units authorized, issued and outstanding at March 31, 2011 and December 31, 2010, respectively)	89,860	115,350
Accumulated other comprehensive (loss) income	(782)	4,798
Total partners' capital	89,518	120,668
Noncontrolling interest	6,100,774	6,127,064
Total equity	6,190,292	6,247,732
Total liabilities and equity	17,510,162	17,378,730
Series A Preferred Stock [Member]
LIABILITIES AND EQUITY
SERIES A CONVERTIBLE PREFERRED UNITS (Note 10)	$ 332,640	$ 317,600

Condensed Consolidated Statements of Operations $ in Thousands	3 Months Ended
	Mar. 31, 2011 USD ($) $ / shares shares	Mar. 31, 2010 USD ($) $ / shares shares
REVENUES:
Natural gas operations	$ 1,428,957	$ 1,306,709
Retail propane	528,466	533,439
Other	31,697	31,833
Total revenues	1,989,120	1,871,981
COSTS AND EXPENSES:
Cost of products sold - natural gas operations	883,769	912,606
Cost of products sold - retail propane	310,864	304,981
Cost of products sold - other	6,793	7,278
Operating expenses	220,696	170,748
Depreciation and amortization	139,256	86,331
Selling, general and administrative	63,499	51,109
Total costs and expenses	1,624,877	1,533,053
OPERATING INCOME	364,243	338,928
OTHER INCOME (EXPENSE):
Interest expense, net of interest capitalized	(167,929)	(121,671)
Equity in earnings of affiliates	25,441	6,181
Losses on disposal of assets	(1,754)	(1,864)
Gains (losses) on non-hedged interest rate derivatives	1,520	(14,424)
Other, net	(12,526)	2,143
INCOME BEFORE INCOME TAX EXPENSE	208,995	209,293
Income tax expense	9,903	5,211
NET INCOME	199,092	204,082
Less: Net income attributable to noncontrolling interest	110,452	91,305
NET INCOME ATTRIBUTABLE TO PARTNERS	88,640	112,777
GENERAL PARTNER'S INTEREST IN NET INCOME	274	349
LIMITED PARTNERS' INTEREST IN NET INCOME	$ 88,366	$ 112,428
BASIC NET INCOME PER LIMITED PARTNER UNIT \| $ / shares	0.40	0.50
BASIC AVERAGE NUMBER OF UNITS OUTSTANDING \| shares	222,954,674	222,941,108
DILUTED NET INCOME PER LIMITED PARTNER UNIT \| $ / shares	0.40	0.50
DILUTED AVERAGE NUMBER OF UNITS OUTSTANDING \| shares	222,954,674	222,941,108

Condensed Consolidated Statement of Equity $ in Thousands	3 Months Ended
Condensed Consolidated Statement of Equity $ in Thousands	Mar. 31, 2011 USD ($)
Statement [Line Items]
Balance	$ 6,247,732
Distributions to ETE partners	(120,763)
Subsidiary distributions	(179,631)
Subsidiary units issued for cash	57,373
Non-cash unit-based compensation expense, net of units tendered by employees for tax withholdings	10,847
Non-cash executive compensation	312
Other, net	(901)
Other comprehensive loss, net of tax	(23,769)
Net income	199,092
Balance	6,190,292
General Partner [Member]
Statement [Line Items]
Balance	520
Distributions to ETE partners	(374)
Subsidiary units issued for cash	22
Other, net	(2)
Net income	274
Balance	440
Common Unitholders [Member]
Statement [Line Items]
Balance	115,350
Distributions to ETE partners	(120,389)
Subsidiary units issued for cash	7,150
Non-cash unit-based compensation expense, net of units tendered by employees for tax withholdings	275
Non-cash executive compensation	6
Other, net	(898)
Net income	88,366
Balance	89,860
Accumulated Other Comprehensive Income (Loss) [Member]
Statement [Line Items]
Balance	4,798
Other comprehensive loss, net of tax	(5,580)
Balance	(782)
Noncontrolling Interest [Member]
Statement [Line Items]
Balance	6,127,064
Subsidiary distributions	(179,631)
Subsidiary units issued for cash	50,201
Non-cash unit-based compensation expense, net of units tendered by employees for tax withholdings	10,572
Non-cash executive compensation	306
Other, net	(1)
Other comprehensive loss, net of tax	(18,189)
Net income	110,452
Balance	$ 6,100,774

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2011	Mar. 31, 2010
Condensed Consolidated Statements of Cash Flows
NET CASH FLOWS PROVIDED BY OPERATING ACTIVITIES	$ 358,149	$ 475,040
CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash paid for acquisitions	(3,060)	(149,619)
Capital expenditures (excluding allowance for equity funds used during construction)	(279,587)	(119,721)
Contributions in aid of construction costs	2,754	2,174
Advances to affiliates, net	(11,053)	(50)
Proceeds from the sale of assets	687	1,074
Net cash used in investing activities	(290,259)	(266,142)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings	997,094	89,388
Principal payments on debt	(763,615)	(251,521)
Subsidiary equity offering, net of issue costs	57,373	504,480
Distributions to partners	(120,763)	(120,762)
Distributions to noncontrolling interests	(179,631)	(114,369)
Other	(1,580)
Net cash (used in) provided by financing activities	(11,122)	107,216
INCREASE IN CASH AND CASH EQUIVALENTS	56,768	316,114
CASH AND CASH EQUIVALENTS, beginning of period	86,264	68,315
CASH AND CASH EQUIVALENTS, end of period	$ 143,032	$ 384,429

Operations and Organization

3 Months Ended

Mar. 31, 2011

Operations and Organization

Operations and Organization

1.	OPERATIONS AND ORGANIZATION:

Energy Transfer Equity, L.P. (together with its subsidiaries, the "Partnership," "we," or "ETE") is a publicly traded Delaware limited partnership that directly and indirectly owns equity interests in Energy Transfer Partners, L.P. ("ETP") and Regency Energy Partners LP ("Regency"), both publicly traded master limited partnerships engaged in strategic diversified energy-related services.

At March 31, 2011, our equity interests consisted of:


	General Partner Interest (as a % of total partnership interest)			Incentive Distribution Rights ("IDRs")			Common Units
ETP		1.8	%		100	%		50,226,967
Regency		2.0	%		100	%		26,266,791

The unaudited condensed consolidated financial statements of ETE presented herein for the three month periods ended March 31, 2011 and 2010 include the results of operations of:

•

the Parent Company;

•

our controlled subsidiaries, ETP and Regency (see description of their respective operations below under "Business Operations");

•

ETP's and Regency's wholly-owned subsidiaries; and

•

our wholly-owned subsidiaries that own the general partner and IDR interests in ETP and Regency.

ETE obtained control of Regency on May 26, 2010, and as such, the three months ended March 31, 2010 do not include the results of Regency.

Unless the context requires otherwise, references to "we," "us," "our," and "ETE" mean Energy Transfer Equity, L.P. and its consolidated subsidiaries, which include ETP, Energy Transfer Partners GP, L.P. ("ETP GP"), the General Partner of ETP, ETP GP's General Partner, Energy Transfer Partners, L.L.C. ("ETP LLC"), Regency, Regency GP LP ("Regency GP"), the General Partner of Regency, and Regency GP's General Partner, Regency GP LLC ("Regency LLC"). References to the "Parent Company" mean Energy Transfer Equity, L.P. on a stand-alone basis.

Business Operations

The Parent Company's principal sources of cash flow are its direct and indirect investments in the limited partner and general partner interests in ETP and Regency. The Parent Company's primary cash requirements are for general and administrative expenses, debt service requirements, distributions to its partners and holders of the Series A Convertible Preferred Units (the "Preferred Units") and at ETE's election, capital contributions to ETP and Regency in respect of ETE's general partner interests in ETP and Regency. Parent Company-only assets are not available to satisfy the debts and other obligations of ETE's subsidiaries. In order to fully understand the financial condition of the Parent Company on a stand-alone basis, see Note 19 for stand-alone financial information apart from that of the consolidated partnership information included herein.

The following is a brief description of ETP's and Regency's operations:

•

ETP is a publicly traded partnership owning and operating a diversified portfolio of energy assets. ETP has pipeline operations in Arkansas, Arizona, Colorado, Louisiana, Mississippi, New Mexico, Utah and West Virginia and owns the largest intrastate pipeline system in Texas. ETP currently has natural gas operations that include more than 17,500 miles of gathering and transportation pipelines, treating and processing assets, and three storage facilities located in Texas. ETP is also one of the three largest retail marketers of propane in the United States, serving more than one million customers across the country.

•

Regency is a publicly traded Delaware limited partnership formed in 2005 engaged in the gathering, treating, processing, compressing and transportation of natural gas and NGLs. Regency focuses on providing midstream services in some of the most prolific natural gas production regions in the United States, including the Haynesville, Eagle Ford, Barnett, Fayetteville and Marcellus shales as well as the Permian Delaware basin. Its assets are primarily located in Louisiana, Texas, Arkansas, Pennsylvania, Mississippi, Alabama and the mid-continent region of the United States, which includes Kansas, Colorado and Oklahoma.

Preparation of Interim Financial Statements

The accompanying condensed consolidated balance sheets as of December 31, 2010, which have been derived from audited financial statements, and the unaudited interim financial statements and notes thereto of the Partnership, as of March 31, 2011 and for the three months ended March 31, 2011 and 2010, have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim consolidated financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all the information and footnotes required by GAAP for complete consolidated financial statements. However, management believes that the disclosures made are adequate to make the information not misleading. The results of operations for interim periods are not necessarily indicative of the results to be expected for a full year due to the seasonal nature of the Partnership's operations, maintenance activities of the Partnership's subsidiaries and the impact of forward natural gas prices and differentials on certain derivative financial instruments that are accounted for using mark-to-market accounting. Management has evaluated subsequent events through the date the financial statements were issued.

In the opinion of management, all adjustments (all of which are normal and recurring) have been made that are necessary to fairly state the consolidated financial position of the Partnership as of March 31, 2011, and the Partnership's results of operations and cash flows for the three months ended March 31, 2011 and 2010. The unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto presented in the Partnership's Annual Report on Form 10-K for the year ended December 31, 2010, as filed with the SEC on February 28, 2011.

Certain prior period amounts have been reclassified to conform to the 2011 presentation. These reclassifications had no impact on net income or total equity.

Fair Value Measurements

3 Months Ended

Mar. 31, 2011

Fair Value Measurements

Fair Value Measurements

7.	FAIR VALUE MEASUREMENTS:

The carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximate their fair value. Price risk management assets and liabilities are recorded at fair value.

Based on the estimated borrowing rates currently available to us and our subsidiaries for long-term loans with similar terms and average maturities, the aggregate fair value and carrying amount of our consolidated debt obligations as of March 31, 2011 was $10.55 billion and $9.61 billion, respectively. As of December 31, 2010, the aggregate fair value and carrying amount of our consolidated debt obligations was $10.23 billion and $9.38 billion, respectively.

We have marketable securities, commodity derivatives, interest rate derivatives, the Preferred Units and embedded derivatives in the Preferred Units of a Subsidiary (the "Regency Preferred Units") that are accounted for as assets and liabilities at fair value in our condensed consolidated balance sheets. We determine the fair value of our assets and liabilities subject to fair value measurement by using the highest possible "level" of inputs. Level 1 inputs are observable quotes in an active market for identical assets and liabilities. We consider the valuation of marketable securities and commodity derivatives transacted through a clearing broker with a published price from the appropriate exchange as a Level 1 valuation. Level 2 inputs are inputs observable for similar assets and liabilities. We consider over-the-counter ("OTC") commodity derivatives entered into directly with third parties as a Level 2 valuation since the values of these derivatives are quoted on an exchange for similar transactions. Additionally, we consider our options transacted through our clearing broker as having Level 2 inputs due to the level of activity of these contracts on the exchange in which they trade. We consider the valuation of our interest rate derivatives as Level 2 since we use a LIBOR curve based on quotes from an active exchange of Eurodollar futures for the same period as the future interest swap settlements and discount the future cash flows accordingly, including the effects of credit risk. Level 3 inputs are unobservable. Derivatives related to the Regency Preferred Units are valued using a binomial lattice model. The market inputs utilized in the model include credit spread, probabilities of the occurrence of certain events, common unit price, dividend yield, and expected value, and are considered Level 3. The fair value of the Preferred Units was based predominantly on an income approach model and is also considered Level 3.

The following tables summarize the fair value of our financial assets and liabilities measured and recorded at fair value on a recurring basis as of March 31, 2011 and December 31, 2010 based on inputs used to derive their fair values:


	Fair Value Measurements at March 31, 2011 Using
	Fair Value Total			Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1)			Significant Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Assets:
Marketable securities	$	2,640		$	2,640		$	—		$	—
Interest rate derivatives		27,580			—			27,580			—
Commodity derivatives:
Natural Gas:
Basis Swaps IFERC/NYMEX		65,357			65,357			—			—
Swing Swaps IFERC		7,358			1,228			6,130			—
Fixed Swaps/Futures		10,843			9,284			1,559			—
Options — Puts		20,293			—			20,293			—
Propane — Forward Swaps		1,395			—			1,395			—

Total commodity derivatives		105,246			75,869			29,377			—

Total Assets	$	135,466		$	78,509		$	56,957		$	—


Liabilities:
Interest rate derivatives	$	(26,350	)	$	—		$	(26,350	)	$	—
Preferred Units		(332,640	)		—			—			(332,640	)
Embedded derivatives in the Regency Preferred Units		(54,448	)		—			—			(54,448	)
Commodity derivatives:
Natural Gas:
Basis Swaps IFERC/NYMEX		(55,433	)		(55,433	)		—			—
Swing Swaps IFERC		(6,313	)		(2,299	)		(4,014	)		—
Fixed Swaps/Futures		(18,493	)		(18,331	)		(162	)		—
Options — Calls		(1,665	)		—			(1,665	)		—
NGLs — Forward Swaps		(17,721	)		—			(17,721	)		—
WTI Crude Oil		(7,542	)		—			(7,542	)		—

Total commodity derivatives		(107,167	)		(76,063	)		(31,104	)		—

Total Liabilities	$	(520,605	)	$	(76,063	)	$	(57,454	)	$	(387,088	)


	Fair Value Measurements at December 31, 2010 Using
	Fair Value Total			Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1)			Significant Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Assets:
Marketable securities	$	2,032		$	2,032		$	—		$	—
Interest rate derivatives		20,790			—			20,790			—
Commodity derivatives:
Natural Gas:
Basis Swaps IFERC/NYMEX		15,756			15,756			—			—
Swing Swaps IFERC		1,682			1,562			120			—
Fixed Swaps/Futures		44,955			42,474			2,481			—
Options — Puts		26,241			—			26,241			—
NGLs — Forward Swaps		192			—			192			—
Propane — Forward Swaps		6,864			—			6,864			—

Total commodity derivatives		95,690			59,792			35,898			—

Total Assets	$	118,512		$	61,824		$	56,688		$	—


Liabilities:
Interest rate derivatives	$	(20,922	)	$	—		$	(20,922	)	$	—
Preferred Units		(317,600	)		—			—			(317,600	)
Embedded derivatives in the Regency Preferred Units		(57,023	)		—			—			(57,023	)
Commodity derivatives:
Natural Gas:
Basis Swaps IFERC/NYMEX		(17,372	)		(17,372	)		—			—
Swing Swaps IFERC		(3,768	)		(3,520	)		(248	)		—
Fixed Swaps/Futures		(42,252	)		(41,825	)		(427	)		—
Options — Calls		(2,643	)		—			(2,643	)		—
NGLs — Forward Swaps		(10,684	)		—			(10,684	)		—
WTI Crude Oil		(3,581	)		—			(3,581	)		—

Total commodity derivatives		(80,300	)		(62,717	)		(17,583	)		—

Total Liabilities	$	(475,845	)	$	(62,717	)	$	(38,505	)	$	(374,623	)

The following table presents a reconciliation of the beginning and ending balances for liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31, 2011. There were no transfers between the fair value hierarchy levels for the three months ended March 31, 2011.


Balance, December 31, 2010	$	(374,623	)
Net unrealized losses included in other income (expense)		(12,465	)

Balance, March 31, 2011	$	(387,088	)

Debt Obligations

3 Months Ended

Mar. 31, 2011

Debt Obligations

Debt Obligations

9.	DEBT OBLIGATIONS:

Revolving Credit Facilities

ETE Senior Secured Revolving Credit Facilities

The Parent Company has a $200 million five-year senior secured revolving credit facility (the "Parent Company Credit Agreement") available through September 20, 2015. As of March 31, 2011, there were no outstanding borrowings under the Parent Company Credit Agreement.

Under the Parent Company Credit Agreement, the obligations of ETE are secured by all tangible and intangible assets of ETE and certain of its subsidiaries, including (i) its ownership of 50,226,967 ETP Common Units; (ii) ETE's 100% equity interest in ETP LLC and ETP GP, through which ETE holds the IDRs in ETP; (iii) the 26,266,791 Regency Common Units; (iv) ETE's 100% equity interests in Regency GP LLC and Regency GP, through which ETE holds the IDRs in Regency.

Borrowings bear interest, at ETE's option, at either the Eurodollar rate plus an applicable margin or the alternative base rate. The alternative base rate used to calculate interest on base rate loans is calculated using the greater of a prime rate, a federal funds effective rate plus 0.50%, or an adjusted one-month LIBOR rate plus 1.00%. The applicable margins are based upon ETE's leverage ratio and range from 2.75% to 3.75% for Eurodollar loans and from 1.75% to 2.75% for base rate loans. The commitment fee payable on the unused portion of the Parent Company Credit Agreement is based on ETE's leverage ratio and ranges from 0.50% to 0.75%.

In connection with the Parent Company Credit Agreement, ETE and certain of its subsidiaries entered into a Pledge and Security Agreement (the "Security Agreement") with Credit Suisse AG, Cayman Islands Branch, as collateral agent (the "Collateral Agent"). The Security Agreement secures all of ETE's obligations under the Parent Company Credit Agreement and grants to the Collateral Agent a continuing first priority lien on, and security interest in, all of ETE's and the other grantors' tangible and intangible assets.

ETP Credit Facility

ETP maintains a revolving credit facility (the "ETP Credit Facility") that provides for $2.0 billion of revolving credit capacity that is expandable to $3.0 billion (subject to obtaining the approval of the administrative agent and securing lender commitments for the increased borrowing capacity). The ETP Credit Facility matures on July 20, 2012, unless ETP elects the option of one-year extensions (subject to the approval of each such extension by the lenders holding a majority of the aggregate lending commitments). Amounts borrowed under the ETP Credit Facility bear interest, at ETP's option, at a Eurodollar rate plus an applicable margin or a base rate. The base rate used to calculate interest on base rate loans is calculated using the greater of a prime rate or a federal funds effective rate plus 0.50%. The applicable margin for Eurodollar loans ranges from 0.30% to 0.70% based upon ETP's credit rating and is currently 0.55% (0.60% if facility usage exceeds 50%). The commitment fee payable on the unused portion of the ETP Credit Facility varies based on ETP's credit rating with a maximum fee of 0.125%. The fee is 0.11% based on ETP's current rating.

The indebtedness under the ETP Credit Facility is unsecured and not guaranteed by any of ETP's subsidiaries and has equal rights to holders of its current and future unsecured debt. The indebtedness under the ETP Credit Facility has the same priority of payment as ETP's other current and future unsecured debt.

As of March 31, 2011, ETP had a balance of $553.5 million outstanding under the ETP Credit Facility, and the amount available for future borrowings was $1.42 billion taking into account letters of credit of approximately $24.9 million. The weighted average interest rate on the total amount outstanding as of March 31, 2011 was 0.81%.

Regency Credit Facility

The Regency Credit Facility has aggregate revolving commitments of $900 million, with $100 million of availability for letters of credit. Regency also has the option to request an additional $250 million in revolving commitments with ten business days written notice provided that no event of default has occurred or would result due to such increase, and all other additional conditions for the increase of the commitments set forth in the credit facility have been met. The Regency Credit Facility matures June 15, 2014.

The outstanding balance of revolving loans under the Regency Credit Facility bears interest at LIBOR plus a margin or an alternate base rate. The alternate base rate used to calculate interest on base rate loans is calculated using the greater of a base rate, a federal funds effective rate plus 0.50% or an adjusted one-month LIBOR rate plus 1.00%. The applicable margin shall range from 1.50% to 2.25% for base rate loans, 2.50% to 3.25% for Eurodollar loans, and a commitment fee will range from 0.375% to 0.50%. Regency must also pay a participation fee for each revolving lender participating in letters of credit based upon the applicable margin and a fronting fee to the issuing bank of letters of credit equal to 0.125% per annum of the average daily amount of the letter of credit exposure.

As of March 31, 2011, there was a balance outstanding in the Regency Credit Facility of $360.0 million in revolving credit loans and approximately $15.5 million in letters of credit. The total amount available under the Regency Credit Facility, as of March 31, 2011, which is reduced by any letters of credit, was approximately $524.5 million. The weighted average interest rate on the total amount outstanding as of March 31, 2011 was 3.1%.

Covenants Related to Our Credit Agreements

We, ETP and Regency are required to assess compliance quarterly and were in compliance with all requirements, tests, limitations, and covenants related to our respective credit agreements as of March 31, 2011.

Partners' Capital

3 Months Ended

Mar. 31, 2011

Partners' Capital

Partners' Capital

11.

PARTNERS' CAPITAL:

Common Units Issued

The change in ETE Common Units during the three months ended March 31, 2011 was as follows:


	Number of Units
Balance, December 31, 2010		222,941,172
Issuance of restricted common units under equity incentive plans		31,536

Balance, March 31, 2011		222,972,708

Sale of Common Units by Subsidiaries

The Parent Company accounts for the difference between the carrying amount of its investments in ETP and Regency and the underlying book value arising from issuance of units by ETP or Regency (excluding unit issuances to the Parent Company) as a capital transaction. If ETP or Regency issue units at a price less than the Parent Company's carrying value per unit, the Parent Company assesses whether its investment has been impaired, in which case a provision would be reflected in our statements of operations. The Parent Company did not recognize any impairment related to the issuance of ETP or Regency Common Units during the three months ended March 31, 2011.

As a result of ETP's issuances of Common Units, we have recognized increases in partners' capital of $7.2 million for the three months ended March 31, 2011.

Sale of Common Units by ETP

ETP has an Equity Distribution Agreement with Credit Suisse Securities (USA) LLC ("Credit Suisse") under which ETP may offer and sell from time to time through Credit Suisse, as its sales agent, ETP Common Units having an aggregate offering price of up to $200.0 million. During the three months ended March 31, 2011, ETP received proceeds from units issued pursuant to this agreement of approximately $57.4 million, net of commissions, which were used for general partnership purposes. Approximately $116.8 million of ETP's Common Units remain available to be issued under the agreement based on trades initiated through March 31, 2011.

On April 1, 2011, ETP issued 14,202,500 Common Units representing limited partner interests at $50.52 per Common Unit in a public offering. Proceeds, net of commissions, of approximately $695.5 million from the offering were used to repay amounts outstanding under the ETP Credit Facility, to fund capital expenditures related to pipeline construction projects and for general partnership purposes.

Sale of Common Units by Regency

On May 2, 2011, Regency issued 8,500,001 Regency Common Units in a private placement. The net proceeds of $203.9 million from the from the private placement were used to fund a portion of Regency's 30% ownership interest in ETP-Regency LLC, as discussed in Note 3.

Parent Company Quarterly Distributions of Available Cash

The Parent Company's only cash-generating assets currently consist of distributions from ETP and Regency related to limited and general partnership interests, including IDRs. We currently have no independent operations outside of our interests in ETP and Regency.

On February 18, 2011, the Parent Company paid a cash distribution for the three months ended December 31, 2010 of $0.54 per Common Unit, or $2.16 annualized, to Unitholders of record at the close of business on February 7, 2011.

On April 26, 2011, the Parent Company announced the declaration of a cash distribution for the three months ended March 31, 2011 of $0.56 per Common Unit, or $2.24 annualized. This distribution will be paid on May 19, 2011 to Unitholders of record at the close of business on May 6, 2011.

The total amounts of distributions declared during the three months ended March 31, 2011 and 2010 were as follows (all from Available Cash from operating surplus and are shown in the period with respect to which they relate):


	Three Months Ended March 31,
	2011		2010
Limited Partners	$	124,848	$	120,388
General Partner interest		388		374

Total distributions declared	$	125,236	$	120,762

ETP's Quarterly Distributions of Available Cash

On February 14, 2011, ETP paid a cash distribution for the three months ended December 31, 2010 of $0.89375 per ETP Common Unit, or $3.575 annualized, to ETP Unitholders of record at the close of business on February 7, 2011.

On April 26, 2011, ETP announced the declaration of a cash distribution for the three months ended March 31, 2011 of $0.89375 per ETP Common Unit, or $3.575 annualized. This distribution will be paid on May 16, 2011 to ETP Unitholders of record at the close of business on May 6, 2011.

The total amounts of ETP distributions declared during the three months ended March 31, 2011 and 2010 were as follows (all from Available Cash from ETP's operating surplus and are shown in the period with respect to which they relate):


	Three Months Ended March 31,
	2011		2010
Limited Partners:
Common Units	$	186,321	$	170,921
Class E Units		3,121		3,121
General Partner interest		4,896		4,880
Incentive Distribution Rights		103,182		94,917

Total distributions declared by ETP	$	297,520	$	273,839

Regency's Quarterly Distributions of Available Cash

On February 14, 2011, Regency paid a cash distribution for the three months ended December 31, 2010 of $0.445 per Regency Common Unit, or $1.78 annualized to Regency Unitholders of record at the close of business on February 7, 2011.

On April 26, 2011, Regency announced the declaration of a cash distribution for the three months ended March 31, 2011 of $0.445 per Regency Common Unit, or $1.78 annualized. This distribution will be paid on May 13, 2011 to Regency Unitholders of record at the close of business on May 6, 2011.

The total amounts of Regency distributions declared during the three months ended March 31, 2011 were as follows (all from Regency's operating surplus and are shown in the period with respect to which they relate):


	Three Months Ended March 31,
	2011		2010
Limited Partners	$	64,895	$	—
General Partner interest		1,269		—
Incentive Distribution Rights		1,114		—

Total distributions declared by Regency	$	67,278	$	—

Accumulated Other Comprehensive Income (Loss)

The following table presents the components of accumulated other comprehensive income (loss) ("AOCI"), net of tax:


	March 31, 2011			December 31, 2010
Net (losses) gains on commodity related hedges	$	(10,231	)	$	14,146
Unrealized gains on available-for-sale securities		1,526			918
Noncontrolling interest		7,923			(10,266	)

Total AOCI, net of tax	$	(782	)	$	4,798

Regulatory Matters, Commitments, Contingencies and Environmental Liabilities

3 Months Ended

Mar. 31, 2011

Regulatory Matters, Commitments, Contingencies and Environmental Liabilities

Regulatory Matters, Commitments, Contingencies and Environmental Liabilities

14.

REGULATORY MATTERS, COMMITMENTS, CONTINGENCIES AND ENVIRONMENTAL LIABILITIES:

Guarantee — FEP

FEP has a credit agreement that provides for a $1.1 billion senior revolving credit facility (the "FEP Facility"). ETP has guaranteed 50% of the obligations of FEP under the FEP Facility, with the remainder of FEP Facility obligations guaranteed by Kinder Morgan Energy Partners ("KMP"). Subject to certain exceptions, ETP's guarantee may be proportionately increased or decreased if ETP's ownership percentage in FEP increases or decreases. The FEP Facility is available through May 11, 2012 and amounts borrowed under the FEP Facility bear interest at a rate based on either a Eurodollar rate or Prime Rate.

As of March 31, 2011, FEP had $962.5 million of outstanding borrowings issued under the FEP Facility and ETP's contingent obligation with respect to its guaranteed portion of FEP's outstanding borrowings was $481.3 million, which was not reflected in our condensed consolidated balance sheet. The weighted average interest rate on the total amount outstanding as of March 31, 2011 was 3.2%.

Commitments

In the normal course of our business, ETP and Regency purchase, process and sell natural gas pursuant to long-term contracts and enter into long-term transportation and storage agreements. Such contracts contain terms that are customary in the industry. ETP has also entered into several propane purchase and supply commitments, which are typically one year agreements with varying terms as to quantities, prices and expiration dates. ETP believes that the terms of these agreements are commercially reasonable and will not have a material adverse effect on its financial position or results of operations.

We have certain non-cancelable leases for property and equipment, which require fixed monthly rental payments and expire at various dates through 2034. Rental expense under these operating leases has been included in operating expenses in the accompanying statements of operations and totaled approximately $5.4 million and $5.9 million for the three months ended March 31, 2011 and 2010.

ETP's propane operations have an agreement with a subsidiary of Enterprise Products Partners L.P. (together with its subsidiaries "Enterprise") (see Note 16) to supply a portion of its propane requirements. The agreement will continue until March 2015 and includes an option to extend the agreement for an additional year.

In connection with the sale of ETP's investment in M-P Energy in October 2007, ETP executed a propane purchase agreement for approximately 90.0 million gallons per year through 2015 at market prices plus a nominal fee.

ETP and Regency have commitments to make capital contributions to their joint ventures. For the joint ventures that ETP currently has interests in, it expects that future capital contributions will be between $200 million and $230 million during the remainder of 2011, not including contributions to ETP-Regency LLC and ETP's recently announced joint venture with Enterprise.

Litigation and Contingencies

We may, from time to time, be involved in litigation and claims arising out of our operations in the normal course of business. Natural gas and propane are flammable, combustible gases. Serious personal injury and significant property damage can arise in connection with their transportation, storage or use. In the ordinary course of business, we are sometimes threatened with or named as a defendant in various lawsuits seeking actual and punitive damages for product liability, personal injury and property damage. We maintain liability insurance with insurers in amounts and with coverage and deductibles management believes are reasonable and prudent, and which are generally accepted in the industry. However, there can be no assurance that the levels of insurance protection currently in effect will continue to be available at reasonable prices or that such levels will remain adequate to protect us from material expenses related to product liability, personal injury or property damage in the future.

Houston Pipeline Cushion Gas Litigation. At the time of the HPL System acquisition, AEP Energy Services Gas Holding Company II, L.L.C., HPL Consolidation LP and its subsidiaries (the "HPL Entities"), their parent companies and American Electric Power Corporation ("AEP"), were defendants in litigation with Bank of America ("B of A") that related to AEP's acquisition of HPL in the Enron bankruptcy and B of A's financing of cushion gas stored in the Bammel storage facility ("Cushion Gas"). This litigation is referred to as the "Cushion Gas Litigation." In 2004, a subsidiary of ETP, La Grange Acquisition, L.P. ("ETC OLP") acquired the HPL Entities from AEP, at which time AEP agreed, pursuant to a Cushion Gas Litigation Agreement, to indemnify ETC OLP and the HPL Entities for any damages arising from the Cushion Gas Litigation and the loss of use of the Cushion Gas, up to a maximum of the amount paid by ETC OLP for the HPL Entities and the working gas inventory (approximately $1.00 billion in the aggregate). The Cushion Gas Litigation Agreement terminates upon final resolution of the Cushion Gas Litigation. In addition, under the terms of the Purchase and Sale Agreement, AEP retained control of additional matters relating to ongoing litigation and environmental remediation and agreed to bear the costs of or indemnify ETC OLP and the HPL Entities for the costs related to such matters. On December 18, 2007, the United States District Court for the Southern District of New York held that B of A is entitled to receive monetary damages from AEP and the HPL Entities of approximately $347.3 million less the monetary amount B of A would have incurred to remove 55 Bcf of natural gas from the Bammel storage facility. Following an attempted appeal of this decision by AEP, the parties to this litigation entered into a settlement agreement in February 2011 that, among other matters, recognized AEP's ownership rights to the cushion gas and recognized HPL's continued right to use this cushion gas through 2013 pursuant to a right to use agreement entered into between predecessors of AEP and HPL in 2001. The settlement agreement also reaffirms the indemnification obligations of AEP in the Cushion Gas Litigation Agreement. As a result of the settlement agreement and the indemnification provisions in the Cushion Gas Litigation Agreement, ETP does not expect that it will have any liability to either AEP or B of A with respect to the matters subject to this litigation.

Other Matters. In addition to those matters described above, we or our subsidiaries are a party to various legal proceedings and/or regulatory proceedings incidental to our businesses. For each of these matters, we evaluate the merits of the case, our exposure to the matter, possible legal or settlement strategies, the likelihood of an unfavorable outcome and the availability of insurance coverage. If we determine that an unfavorable outcome of a particular matter is probable, can be estimated and is not covered by insurance, we make an accrual for the matter. For matters that are covered by insurance, we accrue the related deductible. As of March 31, 2011 and December 31, 2010, accruals of approximately $10.6 million and $10.2 million, respectively, were recorded related to deductibles. As new information becomes available, our estimates may change. The impact of these changes may have a significant effect on our results of operations in a single period.

The outcome of these matters cannot be predicted with certainty and it is possible that the outcome of a particular matter will result in the payment of an amount in excess of the amount accrued for the matter. As our accrual amounts are non-cash, any cash payment of an amount in resolution of a particular matter would likely be made from cash from operations or borrowings. If cash payments to resolve a particular matter substantially exceed our accrual for such matter, we may experience a material adverse impact on our results of operations, cash available for distribution and our liquidity.

No amounts have been recorded in our March 31, 2011 condensed consolidated balance sheets or our December 31, 2010 consolidated balance sheets for contingencies and current litigation matters other than accruals related to environmental matters and deductibles.

Environmental Matters

Our operations are subject to extensive federal, state and local environmental and safety laws and regulations that can require expenditures to ensure compliance, including related to air emissions and wastewater discharges, at operating facilities and for remediation at current and former facilities as well as waste disposal sites. Although we believe our operations are in substantial compliance with applicable environmental laws and regulations, risks of additional costs and liabilities are inherent in the business of transporting, gathering, treating, compressing, blending and processing natural gas, natural gas liquids and other products. As a result, there can be no assurance that significant costs and liabilities will not be incurred. Costs of planning, designing, constructing and operating pipelines, plants and other facilities must incorporate compliance with environmental laws and regulations and safety standards. Failure to comply with these laws and regulations may result in the assessment of administrative, civil and criminal penalties, the imposition of remedial obligations, the issuance of injunctions and the filing of federally authorized citizen suits. Moreover, it is possible that other developments, such as increasingly stringent environmental laws, regulations and enforcement policies there under, and claims for damages to property or persons resulting from the operations, could result in substantial costs and liabilities. Accordingly, we have adopted policies, practices and procedures in the areas of pollution control, product safety, occupational safety and health, and the handling, storage, use, and disposal of hazardous materials to prevent and minimize material environmental or other damage, and to limit the financial liability, which could result from such events. However, the risk of environmental or other damage is inherent in transporting, gathering, treating, compressing, blending and processing natural gas, natural gas liquids and other products, as it is with other entities engaged in similar businesses.

Our operations are also subject to the requirements of the federal Occupational Safety and Health Act ("OSHA") and comparable state laws that regulate the protection of the health and safety of employees. In addition, OSHA's hazardous communication standard requires that information be maintained about hazardous materials used or produced in our operations and that this information be provided to employees, state and local government authorities and citizens. We believe that our operations are in substantial compliance with the OSHA requirements, including general industry standards, record keeping requirements, and monitoring of occupational exposure to regulated substances.

National Fire Protection Association Pamphlets No. 54 and No. 58, which establish rules and procedures governing the safe handling of propane, or comparable regulations, have been adopted as the industry standard in all of the states in which we operate. In some states, these laws are administered by state agencies, and in others, they are administered on a municipal level. With respect to the transportation of propane by truck, we are subject to regulations governing the transportation of hazardous materials under the Federal Motor Carrier Safety Act, administered by the U.S. Department of Transportation ("DOT"). We conduct ongoing training programs to help ensure that our operations are in compliance with applicable regulations. We believe that the procedures currently in effect at all of our facilities for the handling, storage and distribution of propane are consistent with industry standards and are in substantial compliance with applicable laws and regulations.

ETP Environmental Matters

Environmental exposures and liabilities are difficult to assess and estimate due to unknown factors such as the magnitude of possible contamination, the timing and extent of remediation, the determination of ETP's liability in proportion to other parties, improvements in cleanup technologies and the extent to which environmental laws and regulations may change in the future. Although environmental costs may have a significant impact on the results of operations for any single period, ETP believes that such costs will not have a material adverse effect on its financial position.

As of March 31, 2011 and December 31, 2010, accruals related to ETP on an undiscounted basis of $13.0 million and $13.8 million, respectively, were recorded in our condensed consolidated balance sheets as accrued and other current liabilities and other non-current liabilities related to environmental matters.

Based on information available at this time and reviews undertaken to identify potential exposure, ETP believes the amount reserved for environmental matters is adequate to cover the potential exposure for cleanup costs.

Transwestern conducts soil and groundwater remediation at a number of its facilities. Some of the cleanup activities include remediation of several compressor sites on the Transwestern system for contamination by polychlorinated biphenyls ("PCBs"). The costs of this work are not eligible for recovery in rates. ETP's total accrued future estimated cost of remediation activities expected to continue through 2025 is $8.2 million, which is included in the aggregate environmental accruals discussed above. Transwestern received approval from the Federal Energy Regulatory Commission (the "FERC") for rate recovery of projected soil and groundwater remediation costs not related to PCBs effective April 1, 2007.

Transwestern, as part of ongoing arrangements with customers, continues to incur costs associated with containing and removing potential PCBs. Future costs cannot be reasonably estimated because remediation activities are undertaken as claims are made by customers and former customers. However, such future costs are not expected to have a material impact on our financial position, results of operations or cash flows.

The U.S. Environmental Protection Agency's (the "EPA") Spill Prevention, Control and Countermeasures program regulations were recently modified and impose additional requirements on many of ETP's facilities. ETP is currently reviewing the impact to its operations and expects to expend resources on tank integrity testing and any associated corrective actions as well as potential upgrades to containment structures. Costs associated with tank integrity testing and resulting corrective actions cannot be reasonably estimated at this time, but ETP believes such costs will not have a material adverse effect on its financial position, results of operations or cash flows.

Petroleum-based contamination or environmental wastes are known to be located on or adjacent to six sites on which HOLP presently has, or formerly had, retail propane operations. These sites were evaluated at the time of their acquisition. In all cases, remediation operations have been or will be undertaken by others, and in all six cases, HOLP obtained indemnification rights for expenses associated with any remediation from the former owners or related entities. ETP has not been named as a potentially responsible party at any of these sites, nor has its operations contributed to the environmental issues at these sites. Accordingly, no amounts have been recorded in our March 31, 2011 condensed consolidated balance sheets or our December 31, 2010 consolidated balance sheets. Based on information currently available to us, such projects are not expected to have a material adverse effect on our financial condition or results of operations.

On August 20, 2010, the EPA published new regulations under the CAA to control emissions of hazardous air pollutants from existing stationary reciprocal internal combustion engines. The rule will require ETP to undertake certain expenditures and activities, likely including purchasing and installing emissions control equipment. On October 19, 2010, industry groups submitted a legal challenge to the U.S. Court of Appeals for the D.C. Circuit and a Petition for Administrative Reconsideration to EPA for some monitoring aspects of the rule. The legal challenge has been held in abeyance since December 3, 2010, pending EPA's consideration of the Petition for Administrative Reconsideration. On January 5, 2011, the EPA approved the request for reconsideration of the monitoring issues and on March 9, 2011, EPA issued a new proposed rule and a direct final rule effective on May 9, 2011 to clarify compliance requirements related to operation and maintenance procedures for continuous parametric monitoring systems. If significant adverse comments are filed on the direct final rule, EPA would address public comments in a subsequent final rule. At this point, we cannot predict when, how or if comments will be filed on the direct final rule or if a court ruling would modify the final rule, and as a result we cannot currently accurately predict the cost to comply with the rule's requirements. Compliance with the final rule is required by October 2013.

In June 2010, the EPA formally proposed modifications to existing regulations under the CAA that established new source performance standards for manufacturers, owners and operators of new, modified and reconstructed stationary internal combustion engines. The proposed rule modifications, if adopted as drafted by the EPA, may require ETP to undertake significant expenditures, including expenditures for purchasing, installing, monitoring and maintaining emissions control equipment, if it replaces equipment or expands existing facilities in the future. At this point, ETP cannot predict the final regulatory requirements or the cost to comply with such requirements. The EPA expects to finalize the proposed rules in May 2011 with an effective date targeted for July 2011.

ETP's pipeline operations are subject to regulation by the DOT under the Pipeline Hazardous Materials Safety Administration ("PHMSA"), pursuant to which the PHMSA has established requirements relating to the design, installation, testing, construction, operation, replacement and management of pipeline facilities. Moreover, the PHMSA, through the Office of Pipeline Safety, has promulgated a rule requiring pipeline operators to develop integrity management programs to comprehensively evaluate their pipelines, and take measures to protect pipeline segments located in what the rule refers to as "high consequence areas." Activities under these integrity management programs involve the performance of internal pipeline inspections, pressure testing or other effective means to assess the integrity of these regulated pipeline segments, and the regulations require prompt action to address integrity issues raised by the assessment and analysis. For the three months ended March 31, 2011 and 2010, $1.7 million and $1.4 million, respectively, of capital costs and $2.1 million and $1.9 million, respectively, of operating and maintenance costs have been incurred for pipeline integrity testing. Integrity testing and assessment of all of these assets will continue, and the potential exists that results of such testing and assessment could cause ETP to incur even greater capital and operating expenditures for repairs or upgrades deemed necessary to ensure the continued safe and reliable operation of its pipelines.

Price Risk Management Assets and Liabilities

3 Months Ended

Mar. 31, 2011

Price Risk Management Assets and Liabilities

Price Risk Management Assets and Liabilities

15.

PRICE RISK MANAGEMENT ASSETS AND LIABILITIES:

Commodity Price Risk

We are exposed to market risks related to the volatility of natural gas, NGL and propane prices. To manage the impact of volatility from these prices, our subsidiaries utilize various exchange-traded and OTC commodity financial instrument contracts. These contracts consist primarily of futures, swaps and options and are recorded at fair value in our condensed consolidated balance sheets. Following is a description of price risk management activities by segment as well as tables detailing the outstanding commodity-related derivatives as of March 31, 2011 and December 31, 2010 by segment.

Investment in ETP

ETP injects and holds natural gas in its Bammel storage facility to take advantage of contango markets, when the price of natural gas is higher in the future than the current spot price. ETP uses financial derivatives to hedge the natural gas held in connection with these arbitrage opportunities. At the inception of the hedge, ETP will lock in a margin by purchasing gas in the spot market or off peak season and entering a financial contract to lock in the sale price. If ETP designates the related financial contract as a fair value hedge for accounting purposes, ETP will value the hedged natural gas inventory at current spot market prices along with the financial derivative it uses to hedge it. Changes in the spread between the forward natural gas prices designated as fair value hedges and the physical inventory spot price result in unrealized gains or losses until the underlying physical gas is withdrawn and the related designated derivatives are settled. Once the gas is withdrawn and the designated derivatives are settled, the previously unrealized gains or losses associated with these positions are realized. Unrealized margins represent the unrealized gains or losses from ETP's derivative instruments using mark-to-market accounting, with changes in the fair value of its derivatives being recorded directly in earnings. These margins fluctuate based upon changes in the spreads between the physical spot price and forward natural gas prices. If the spread narrows between the physical and financial prices, ETP will record unrealized gains or lower unrealized losses. If the spread widens, ETP will record unrealized losses or lower unrealized gains. Typically, as ETP enters the winter months, the spread converges so that it recognizes in earnings the original locked-in spread through either mark-to-market adjustments or the physical withdrawal of natural gas.

ETP is also exposed to market risk on natural gas it retains for fees in its intrastate transportation and storage operations and operational gas sales in its interstate transportation operations. ETP uses financial derivatives to hedge the sales price of this gas, including futures, swaps and options. Certain contracts that qualify for hedge accounting are designated as cash flow hedges of the forecasted sale of natural gas. The change in value, to the extent the contracts are effective, remains in AOCI until the forecasted transaction occurs. When the forecasted transaction occurs, any gain or loss associated with the derivative is recorded in cost of products sold in the condensed consolidated statements of operations.

Derivatives are utilized in ETP's midstream operations in order to mitigate price volatility and manage fixed price exposure incurred from contractual obligations. ETP attempts to maintain balanced positions in its marketing activities to protect itself from the volatility in the energy commodities markets; however, net unbalanced positions can exist. Long-term physical contracts are tied to index prices. System gas, which is also tied to index prices, is expected to provide most of the gas required by its long-term physical contracts. When third-party gas is required to supply long-term contracts, a hedge is put in place to protect the margin on the contract. Financial contracts, which are not tied to physical delivery, are expected to be offset with financial contracts to balance ETP's positions. To the extent open commodity positions exist, fluctuating commodity prices can impact its financial position and results of operations, either favorably or unfavorably.

ETP's propane operations permit customers to guarantee the propane delivery price for the next heating season. As ETP executes fixed sales price contracts with its customers, it may enter into propane futures contracts to fix the purchase price related to these sales contracts, thereby locking in a gross profit margin. Additionally, ETP may use propane futures contracts to secure the purchase price of its propane inventory for a percentage of its anticipated propane sales.

The following table details ETP's outstanding commodity-related derivatives as of March 31, 2011 and December 31, 2010:


	March 31, 2011					December 31, 2010
	Notional Volume			Maturity		Notional Volume			Maturity
Mark-to-Market Derivatives
Natural Gas:
Basis Swaps IFERC/NYMEX (MMBtu)		(28,535,000	)		2011-2012		(38,897,500	)		2011
Swing Swaps IFERC (MMBtu)		(50,617,500	)		2011-2012		(19,720,000	)		2011
Fixed Swaps/Futures (MMBtu)		(7,872,500	)		2011-2012		(2,570,000	)		2011
Options — Calls (MMBtu)		—			—		(3,000,000	)		2011
Propane:
Forwards/Swaps (Gallons)		—			—		1,974,000			2011

Fair Value Hedging Derivatives
Natural Gas:
Basis Swaps IFERC/NYMEX (MMBtu)		(27,200,000	)		2011		(28,050,000	)		2011
Fixed Swaps/Futures (MMBtu)		(30,547,500	)		2011		(39,105,000	)		2011
Hedged Item — Inventory (MMBtu)		30,547,500			2011		39,105,000			2011

Cash Flow Hedging Derivatives
Natural Gas:
Fixed Swaps/Futures (MMBtu)		1,530,000			2011		(210,000	)		2011
Options — Puts (MMBtu)		20,970,000			2011-2012		26,760,000			2011-2012
Options — Calls (MMBtu)		(20,970,000	)		2011-2012		(26,760,000	)		2011-2012
Propane:
Forwards/Swaps (Gallons)		5,292,000			2011-2012		32,466,000			2011

We expect gains of $13.4 million related to ETP's commodity derivatives to be reclassified into earnings over the next 12 months related to amounts currently reported in AOCI. The amount ultimately realized, however, will differ as commodity prices change and the underlying physical transaction occurs.

Investment in Regency

Regency is a net seller of NGLs, condensate and natural gas as a result of its gathering and processing operations. The prices of these commodities are impacted by changes in the supply and demand, as well as market forces. Regency's profitability and cash flow are affected by the inherent volatility of these commodities, which could adversely affect its ability to make distributions to its unitholders. Regency manages this commodity price exposure through an integrated strategy that includes management of its contract portfolio, matching sales prices of commodities with purchases, optimization of its portfolio by monitoring basis and other price differentials in operating areas, and the use of derivative contracts. In some cases, Regency may not be able to match pricing terms or to cover its risk to price exposure with financial hedges, and it may be exposed to commodity price risk. Speculative positions are prohibited under Regency's policy.

Regency is exposed to market risks associated with commodity prices, counterparty credit, and interest rates. Regency's management and the board of directors of Regency's General Partner have established comprehensive risk management policies and procedures to monitor and manage these market risks. Regency's General Partner is responsible for delegation of transaction authority levels, and the Risk Management Committee of Regency's General Partner is responsible for the overall management of credit risk and commodity price risk, including monitoring exposure limits. Regency's Risk Management Committee receives regular briefings on positions and exposures, credit exposures, and overall risk management in the context of market activities.

Regency's Preferred Units (see Note 10) contain embedded derivatives which are required to be bifurcated and accounted for separately, such as the holders' conversion option and Regency's call option. These embedded derivatives are accounted for using mark-to-market accounting. Regency does not expect the embedded derivatives to affect its cash flows.

The following table details Regency's outstanding commodity-related derivatives as of March 31, 2011 and December 31, 2010:


	March 31, 2011				December 31, 2010
	Notional Volume		Maturity		Notional Volume		Maturity
Cash Flow Hedging Derivatives
Natural Gas:
Fixed Swaps/Futures (MMBtu)		3,110,000		2011-2012		3,830,000		2011
Propane:
Forwards/Swaps (Gallons)		18,411,960		2011-2012		18,648,000		2011-2012
Natural Gas Liquids:
Forwards/Swaps (Barrels)		1,172,500		2011-2012		1,212,110		2011-2012
WTI Crude Oil:
Forwards/Swaps (Barrels)		370,155		2011-2012		373,655		2011-2012

We expect losses of $19.5 million related to Regency's commodity derivatives to be reclassified into earnings over the next 12 months related to amounts currently reported in AOCI. The amount ultimately realized, however, will differ as commodity prices change and the underlying physical transaction occurs.

Interest Rate Risk

We are exposed to market risk for changes in interest rates. In order to maintain a cost effective capital structure, we borrow funds using a mix of fixed rate debt and variable rate debt. We manage a portion of our current and future interest rate exposures by utilizing interest rate swaps in order to achieve our desired mix of fixed and variable rate debt. We also utilize forward starting interest rate swaps to lock in the rate on a portion of anticipated debt issuances. The following is a summary of interest rate swaps outstanding as of March 31, 2011 and December 31, 2010, none of which were designated as hedges for accounting purposes:


			Notional Amount Outstanding
Entity	Term	Type (1)	March 31, 2011	December 31, 2010
ETP	August 2012⁽²⁾	Forward starting to pay a fixed rate of 3.64% and receive a floating rate	$400,000	$	400,000
ETP	July 2018	Pay a floating rate and receive a fixed rate of 6.70%	500,000		500,000
Regency	April 2012	Pay a fixed rate of 1.325% and receive a floating rate	250,000		250,000

(1)

Floating rates are based on LIBOR.

(2)

These forward starting swaps have an effective date of August 2012 and a term of 10 years; however, the swaps have a mandatory termination provision and will be settled in August 2012.

In addition to interest rate swaps, ETP also periodically enters into interest rate swaptions that enable counterparties to exercise options to enter into interest rate swaps with ETP. Swaptions may be utilized when ETP's targeted benchmark interest rate for anticipated debt issuance is not attainable at that time in the interest rate swap market. Upon issuance of a swaption, ETP receives a premium, which ETP recognizes over the term of the swaption to "Gains (losses) on non-hedged interest rate derivatives" in the condensed consolidated statements of operations. No swaptions were outstanding as of March 31, 2011.

Credit Risk

We maintain credit policies with regard to our counterparties that we believe minimize our overall credit risk. These policies include an evaluation of potential counterparties' financial condition (including credit ratings), collateral requirements under certain circumstances and the use of standardized agreements, which allow for netting of positive and negative exposures associated with a single counterparty.

Our counterparties consist primarily of petrochemical companies, other industrial, mid-size to major oil and gas companies and power companies. This concentration of counterparties may impact our overall exposure to credit risk, either positively or negatively in that the counterparties may be similarly affected by changes in economic, regulatory or other conditions. Currently, management does not anticipate a material adverse effect on our financial position or results of operations as a result of counterparty performance.

ETP utilizes master-netting agreements and has maintenance margin deposits with certain counterparties in the OTC market and with clearing brokers. Payments on margin deposits are required when the value of a derivative exceeds its pre-established credit limit with the counterparty. Margin deposits are returned to ETP on the settlement date for non-exchange traded derivatives. ETP exchanges margin calls on a daily basis for exchange traded transactions. Since the margin calls are made daily with the exchange brokers, the fair value of the financial derivative instruments are deemed current and netted in deposits paid to vendors within other current assets in our condensed consolidated balance sheets. ETP had net deposits with counterparties of $90.0 million and $52.2 million as of March 31, 2011 and December 31, 2010, respectively.

Regency is exposed to credit risk from its derivative counterparties. Although Regency does not require collateral from these counterparties, Regency deals primarily with financial institutions when entering into financial derivatives, and enters into Master International Swap Dealers Association ("ISDA") Agreements that allow for netting of swap contract receivables and payables in the event of default by either party.

For financial instruments, failure of a counterparty to perform on a contract could result in our inability to realize amounts that have been recorded on our condensed consolidated balance sheets and recognized in net income or other comprehensive income.

Derivative Summary

The following table provides a balance sheet overview of consolidated derivative assets and liabilities as of March 31, 2011 and December 31, 2010:


	Fair Value of Derivative Instruments
	Asset Derivatives				Liability Derivatives
	March 31, 2011		December 31, 2010		March 31, 2011			December 31, 2010
Derivatives designated as hedging instruments:
Commodity derivatives (margin deposits)	$	17,915	$	35,031	$	(7,785	)	$	(6,631	)
Commodity derivatives		3,014		9,263		(25,423	)		(14,692	)

		20,929		44,294		(33,208	)		(21,323	)

Derivatives not designated as hedging instruments:
Commodity derivatives (margin deposits)	$	92,523	$	64,940	$	(82,165	)	$	(72,729	)
Commodity derivatives		—		275		—			—
Interest rate derivatives		27,580		20,790		(26,350	)		(20,922	)
Embedded derivatives in Regency Preferred Units		—		—		(54,448	)		(57,023	)

		120,103		86,005		(162,963	)		(150,674	)

Total derivatives	$	141,032	$	130,299	$	(196,171	)	$	(171,997	)

The commodity derivatives (margin deposits) are recorded in "Other current assets" on our condensed consolidated balance sheets. The remainder of the derivatives are recorded in "Price risk management assets/liabilities."

We disclose the non-exchange traded financial derivative instruments as price risk management assets and liabilities on our condensed consolidated balance sheets at fair value with amounts classified as either current or long-term depending on the anticipated settlement date.

The following tables summarize the amounts recognized with respect to consolidated derivative financial instruments for the periods presented:


	Change in Value Recognized in OCI on Derivatives (Effective Portion)
	Three Months Ended March 31,
	2011			2010
Derivatives in cash flow hedging relationships:
Commodity derivatives	$	(10,892	)	$	34,108
Interest rate derivatives		—			(10,200	)

Total	$	(10,892	)	$	23,908


	Location of Gain/(Loss) Reclassified from AOCI into Income (Effective Portion)		Amount of Gain/(Loss) Reclassified from AOCI into Income (Effective Portion)
			Three Months Ended March 31,
			2011		2010
Derivatives in cash flow hedging relationships:
Commodity derivatives		Cost of products sold	$	13,539	$	5,315
Interest rate derivatives		Interest expense		—		(7,266	)

Total			$	13,539	$	(1,951	)


	Location of Gain/(Loss) Reclassified from AOCI into Income (Ineffective Portion)		Amount of Gain/(Loss) Recognized in Income on Ineffective Portion
			Three Months Ended March 31,
			2011		2010
Derivatives in cash flow hedging relationships:
Commodity derivatives		Cost of products sold	$	92	$	1,121

Total			$	92	$	1,121


	Location of Gain/(Loss) Recognized in Income on Derivatives		Amount of Gain/(Loss) Recognized in Income representing hedge ineffectiveness and amount excluded from the assessment of effectiveness
			Three Months Ended March 31,
			2011		2010
Derivatives in fair value hedging relationships (including hedged item):
Commodity derivatives		Cost of products sold	$	6,417	$	(7,384	)

Total			$	6,417	$	(7,384	)


	Location of Gain/(Loss) Recognized in Income on Derivatives	Amount of Gain/(Loss) Recognized in Income on Derivatives
		Three Months Ended March 31,
		2011		2010
Derivatives not designated as hedging instruments:
Commodity derivatives	Cost of products sold	$	8,006	$	21,967
Interest rate derivatives	Gains (losses) on non-hedged interest rate derivatives		1,520		(14,424	)
Embedded Derivatives	Other income		2,575		—

Total		$	12,101	$	7,543

We recognized $17.9 million and $8.8 million of unrealized losses on commodity derivatives not in fair value hedging relationships (including the ineffective portion of commodity derivatives in cash flow hedging relationships) for the three months ended March 31, 2011 and 2010, respectively. In addition, for the three months ended March 31, 2011 and 2010, we recognized unrealized losses of $8.9 million and unrealized gains of $8.1 million, respectively, on commodity derivatives and related hedged inventory accounted for as fair value hedges.

Related Party Transactions

3 Months Ended

Mar. 31, 2011

Related Party Transactions

Related Party Transactions

16.

RELATED PARTY TRANSACTIONS:

The Parent Company has agreements with subsidiaries to provide or receive various general and administrative services. For the three months ended March 31, 2011, the Parent Company received $2.5 million in management fees from Regency related to these services. For the three months ended March 31, 2011 and 2010, the Parent Company paid $2.6 million and $0.1 million in management fees, respectively, to ETP related to these services. In addition, for the three months ended March 31, 2011 ETP recorded $2.3 million from Regency for reimbursement of various general and administrative expenses incurred by ETP.

Enterprise and its subsidiaries currently hold a portion of our limited partner interest. As a result, Enterprise and its affiliates are considered related parties for financial reporting purposes.

ETP and Enterprise transport natural gas on each other's pipelines, share operating expenses on jointly-owned pipelines and ETP sells natural gas to Enterprise. ETP's propane operations purchase a portion of its propane requirements from Enterprise pursuant to an agreement that expires in March 2015 and includes an option to extend the agreement for an additional year. Regency sells natural gas and NGLs to, and incurs NGL processing fees with Enterprise. The following table presents sales to and purchases from Enterprise:


	Three Months Ended March 31,
	2011		2010
ETP's Natural Gas Operations:
Sales	$	135,913	$	144,720
Purchases		8,224		6,597

Regency's Natural Gas Operations:
Sales		74,914		—
Purchases		321		—

ETP's Propane Operations:
Sales		8,777		10,485
Purchases		169,966		165,764

As of December 31, 2010, a subsidiary of ETP had forward mark-to-market derivatives for approximately 1.7 million gallons of propane at a fair value asset of $0.2 million. All of these forward contracts were settled as of March 31, 2011. In addition, as of March 31, 2011 and December 31, 2010, Titan had forward derivatives accounted for as cash flow hedges of 5.3 million and 32.5 million gallons of propane at fair value assets of $1.4 million and $6.6 million, respectively, with Enterprise.

Under a master services agreement with RIGS Haynesville Partnership Co. ("HPC"), Regency operates and provides all employees and services for the operation and management of HPC. The related party general administrative expenses reimbursed to Regency were $4.2 million for the three months ended March 31, 2011.

Regency's contract compression operations provide contract compression services to HPC. HPC also provides transportation service to Regency. For the three months ended March 31, 2011, Regency had revenue of $6.5 million and cost of sales of $4.1 million with HPC.

The following table summarizes the related party balances on our condensed consolidated balance sheets:


	March 31, 2011		December 31, 2010
Accounts receivable from related parties:
Enterprise:
ETP's Natural Gas Operations	$	47,680	$	36,736
Regency's Natural Gas Operations		29,092		25,539
ETP's Propane Operations		3,072		2,327
Other		9,285		11,729

Total accounts receivable from related parties:	$	89,129	$	76,331

Accounts payable to related parties:
Enterprise:
ETP's Natural Gas Operations	$	5,037	$	2,687
Regency's Natural Gas Operations		598		1,323
ETP's Propane Operations		13,935		22,985
Other		443		356

Total accounts payable to related parties:	$	20,013	$	27,351

ETP's net imbalance receivable from Enterprise	$	608	$	1,360

Regency's net imbalance receivable from Enterprise	$	1,876	$	753

Reportable Segments

3 Months Ended

Mar. 31, 2011

Reportable Segments

Reportable Segments

18.

REPORTABLE SEGMENTS:

Our reportable segments reflect two reportable segments, both of which conduct their business exclusively in the United States of America, as follows:

•

Investment in ETP — Reflects the consolidated operations of ETP.

•

Investment in Regency — Reflects the consolidated operations of Regency.

Each of the respective general partners of ETP and Regency has separate operating management and boards of directors. We control ETP and Regency through our ownership of their respective general partners. See further discussion of ETP and Regency's operations in Note 1.

We evaluate the performance of our operating segments based on net income. The following tables present financial information by segment. The amounts reflected as "Corporate and Other" include the Parent Company activity and the goodwill and property, plant and equipment fair value adjustments recorded as a result of the 2004 reverse acquisition of Heritage Propane Partners, L.P.

ETP and Regency related party transactions are generally based on transactions made at market-related rates. Consolidated revenues and expenses reflect the elimination of all material intercompany transactions.

The following tables present the financial information by segment for the following periods:


	Investment in ETP		Investment in Regency			Corporate and Other			Adjustments and Eliminations			Total
Three months ended March 31, 2011:
Revenues from external customers	$	1,676,047	$	315,559		$	—		$	(2,486	)	$	1,989,120
Intersegment revenues		11,530		1,693			—			(13,223	)		—
Depreciation and amortization		95,964		40,236			3,056			—			139,256
Interest expense, net of interest capitalized		107,240		20,007			40,942			(260	)		167,929
Equity in earnings of affiliates		1,633		23,808			—			—			25,441
Income tax expense (benefit)		10,597		(32	)		(662	)		—			9,903
Net income (loss)		247,202		14,305			(62,415	)		—			199,092

Three months ended March 31, 2010:
Revenues from external customers	$	1,871,981	$	—		$	—		$	—		$	1,871,981
Intersegment revenues		—		—			—			—			—
Depreciation and amortization		83,276		—			3,055			—			86,331
Interest expense, net of interest capitalized		104,962		—			16,709			—			121,671
Equity in earnings of affiliates		6,181		—			—			—			6,181
Income tax expense (benefit)		5,924		—			(713	)		—			5,211
Net income (loss)		240,111		—			(36,029	)		—			204,082


	As of March 31, 2011			As of December 31, 2010
Total assets:
Investment in ETP	$	12,251,446		$	12,149,992
Investment in Regency		4,784,621			4,770,204
Corporate and Other		498,366			469,221
Adjustments and Eliminations		(24,271	)		(10,687	)

Total	$	17,510,162		$	17,378,730


	As of March 31, 2011			As of December 31, 2010
Advances to and investments in affiliates:
Investment in ETP	$	19,677		$	8,723
Investment in Regency		1,332,900			1,351,256

Total	$	1,352,577		$	1,359,979


	Three Months Ended March 31,
	2011			2010
Additions to property, plant and equipment including acquisitions, net of contributions in aid of construction costs (accrual basis):
Investment in ETP	$	203,770		$	194,664
Investment in Regency		68,633			—

Total	$	272,403		$	194,664

Supplemental Financial Statement Information

3 Months Ended

Mar. 31, 2011

Supplemental Financial Statement Information

Supplemental Financial Statement Information

19.

SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION:

Following are the financial statements of the Parent Company, which are included to provide additional information with respect to the Parent Company's financial position, results of operations and cash flows on a stand-alone basis:

BALANCE SHEETS

(unaudited)


	March 31, 2011			December 31, 2010
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	58,093		$	27,247
Accounts receivable from related companies		772			171
Other current assets		2,427			864

Total current assets		61,292			28,282

ADVANCES TO AND INVESTMENTS IN AFFILIATES		2,219,143			2,231,722
INTANGIBLES AND OTHER ASSETS, net		28,305			29,118

Total assets	$	2,308,740		$	2,289,122


LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
Accounts payable to related companies	$	8,538		$	6,654
Accrued and other current liabilities		78,044			44,200

Total current liabilities		86,582			50,854

LONG-TERM DEBT, less current maturities		1,800,000			1,800,000
SERIES A CONVERTIBLE PREFERRED UNITS		332,640			317,600

COMMITMENTS AND CONTINGENCIES

PARTNERS' CAPITAL:
General Partner		440			520
Limited Partners – Common Unitholders (222,972,708 and 222,941,172 units authorized, issued and outstanding at March 31, 2011 and December 31, 2010, respectively)		89,860			115,350
Accumulated other comprehensive income (loss)		(782	)		4,798

Total partners' capital		89,518			120,668

Total liabilities and partners' capital	$	2,308,740		$	2,289,122

STATEMENTS OF OPERATIONS

(unaudited)


	Three Months Ended March 31,
	2011			2010
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES	$	(1,842	)	$	(2,336	)

OTHER INCOME (EXPENSE):
Interest expense		(40,939	)		(16,706	)
Equity in earnings of affiliates		146,642			146,378
Losses on non-hedged interest rate derivatives		—			(14,424	)
Other, net		(15,159	)		(124	)

INCOME BEFORE INCOME TAXES		88,702			112,788
Income tax expense		62			11

NET INCOME		88,640			112,777
GENERAL PARTNER'S INTEREST IN NET INCOME		274			349

LIMITED PARTNERS' INTEREST IN NET INCOME	$	88,366		$	112,428

STATEMENTS OF CASH FLOWS

(unaudited)


	Three Months Ended March 31,
	2011			2010
NET CASH FLOWS PROVIDED BY OPERATING ACTIVITIES	$	151,609		$	118,864

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings		—			11,421
Principal payments on debt		—			(9,523	)
Distributions to Partners		(120,763	)		(120,762	)

Net cash used in financing activities		(120,763	)		(118,864	)

INCREASE IN CASH AND CASH EQUIVALENTS		30,846			—
CASH AND CASH EQUIVALENTS, beginning of period		27,247			62

CASH AND CASH EQUIVALENTS, end of period	$	58,093		$	62

Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2011	Mar. 31, 2010
Condensed Consolidated Statements of Comprehensive Income (Loss)
Net income	$ 199,092	$ 204,082
Other comprehensive (loss) income, net of tax:
Reclassification to earnings of gains and losses on derivative instruments accounted for as cash flow hedges	(13,539)	830
Change in value of derivative instruments accounted for as cash flow hedges	(10,838)	23,803
Change in value of available-for-sale securities	608	(2,329)
Other comprehensive income (loss), net of tax, total	(23,769)	22,304
Comprehensive income	175,323	226,386
Less: Comprehensive income attributable to noncontrolling interest	92,263	108,128
Comprehensive income attributable to partners	$ 83,060	$ 118,258

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2011	Dec. 31, 2010
Condensed Consolidated Balance Sheets
Accounts receivable, allowance for doubtful accounts	$ 6,833	$ 6,706
Common Unitholders, authorized	222,972,708	222,941,172
Common Unitholders, issued	222,972,708	222,941,172
Common Unitholders, outstanding	222,972,708	222,941,172