e8vk
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
August 10, 2009
Date of Report (Date of earliest event reported)
ENERGY TRANSFER EQUITY, L.P.
(Exact name of Registrant as specified in its charter)
         
Delaware
(State or other jurisdiction
of incorporation)
  001-32740
(Commission
File Number)
  30-0108820
(IRS Employer
Identification Number)
3738 Oak Lawn Avenue
Dallas, TX 75219
(Address of principal executive offices)
(214) 981-0700
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 2.02.   Results of Operations and Financial Condition.
     On August 10, 2009, Energy Transfer Equity, L.P. (the “Partnership”) issued a press release announcing its financial and operating results for the second quarter ended June 30, 2009. A copy of this press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.
     In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 2.02 and in the attached exhibit shall be deemed to be “furnished” and not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Item 7.01   Regulation FD Disclosure.
     2009 EBITDA Guidance
     The Partnership owns the general partner of Energy Transfer Partners, L.P. (“ETP”), and approximately 62.5 million ETP common units. On July 9, 2008, ETP issued EBITDA guidance for 2009 of $1.7 billion to $1.8 billion. Today, ETP is revising its EBITDA guidance for 2009 to a range of $1.5 billion to $1.6 billion. This guidance is based on assumptions and estimates that we believe are reasonable given our assessment of reasonably available information. Pipeline volume estimates are based on historical trends, anticipated future operating performance and completion of internal growth projects. In particular, this guidance is based on various assumptions and estimates relating to the following significant factors that affect ETP’s EBITDA, as adjusted, in any particular period:
  the amount of natural gas transported through our transportation pipelines and gathering systems;
  the level of throughput in our processing and treating operations;
  the fees we charge and the margins we realize for our gathering, treating, processing, storage and transportation services;
  demand for natural gas from the consumer and industrial segments of the natural gas market;
  the price of natural gas;
  the natural gas price differentials between various receipt and delivery points on our pipeline systems;
  the relationship between natural gas prices and prices for natural gas liquids;
  the weather in our operating areas;
  the cost to us of the propane we buy for resale and the prices we receive for our propane;
  the level of competition from other midstream companies, interstate pipeline companies, propane companies and other energy providers;
  the level of our operating costs;
  prevailing economic conditions; and
  the level of our hedging activities.
     Our natural gas transportation and midstream revenues are derived significantly from companies that engage in natural gas exploration and production activities. Prices for natural gas and natural gas liquids have fallen dramatically since July 2008. Many of our customers have been negatively impacted by these declines in natural gas prices as well as current conditions in the capital markets, which factors have caused several of our customers to decrease drilling levels and, in some cases to shut in or consider shutting in natural gas production from some producing wells.
     In our intrastate and interstate natural gas operations, a significant portion of our revenue is derived from long-term fee-based arrangements pursuant to which our customers pay us capacity reservation charges regardless of the volume of natural gas transported; however, a portion of our revenue is derived from charges based on actual volumes transported in addition to the excess of fuel retention charged to our customers after consumption. As a result, our operating cash flows from our natural gas pipeline operations are not tied directly to natural gas prices and natural gas liquids prices; however, the volumes of natural gas we transport may be adversely affected by reduced drilling activity of our customers, as well as shut in of production from producing wells, as a result of lower natural gas prices. As a portion of our pipeline transportation revenue is based on volumes transported and fuel retention, lower volumes of natural gas transported and lower natural gas prices generally result in lower revenue from our intrastate and interstate natural gas operations. During

 


 

the first six months of 2009, natural gas spot prices have ranged from $3.09 per MMbtu to $5.25 per MMbtu, and the closing price on the New York Mercantile Exchange on August 7, 2009 for natural gas to be delivered in September 2009 was $3.67 per MMbtu. As a result, drilling activity in our core operating areas has declined and natural gas producers have shut in production from some wells, which in turn has resulted in lower natural gas volumes transported on our intrastate and interstate pipelines than we had initially forecasted for the first six months of 2009. As we do not expect natural gas prices to increase materially during the remainder of 2009, we have adjusted our internal estimates of natural gas transportation volumes and revenue accordingly.
     ETP’s guidance does not reflect any forecasts for acquisitions that it may make after the date of this report. For the remainder of 2009, ETP expects to spend between $250 million and $300 million on growth initiatives and between $480 million and $520 million in cash contributions to joint ventures to construct large diameter interstate pipelines.
     Our assumptions and future performance are both subject to risks and uncertainties and no assurance can be given that actual EBITDA, as adjusted, performance will fall within the guidance range. Please refer to the information under the caption “Forward-Looking Statements” below. The EBITDA, as adjusted, guidance provided above is given as of the date hereof, based on information known to ETP as of August 10, 2009.
     Non-GAAP Financial Measures
     EBITDA, as adjusted, is a non-GAAP financial measure. We encourage you to visit our website at www.energytransfer.com (in particular the section entitled “Non-GAAP Measures” under the “ETP Investor Info” tab), which presents a historical reconciliation of ETP’s EBITDA, as adjusted. Management believes EBITDA, as adjusted, provides useful information to investors as a measure of comparison with peer companies, including companies that may have different financing and capital structures. The presentation of EBITDA, as adjusted, also allows investors to view ETP’s performance in a manner similar to the methods used by management and provides additional insight to ETP’s operating results.
     ETP defines EBITDA, as adjusted, as total partnership earnings before interest, taxes, depreciation, amortization and other non-cash items, such as compensation charges for unit issuances to employees and other expenses. Non-cash compensation expense represents charges for the value of the grants awarded under ETP’s compensation plans over the vesting terms of those plans and are charges which do not, or will not, require cash settlement. Non-cash income or loss such as the gain or loss arising from disposal of assets is not included when determining EBITDA, as adjusted.
     EBITDA, as adjusted, is used by management to determine ETP’s operating performance and, along with other 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.
     There are material limitations to using a measure such as EBITDA, as adjusted, including the difficulty associated with using it 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. In addition, ETP’s calculation of EBITDA, as adjusted, 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.
     Forward-Looking Statements
     This report 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.
Item 9.01.   Financial Statements and Exhibits.
     (d) Exhibits. In accordance with General Instruction B.2 of Form 8-K, the information set forth in the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act.
     
Exhibit    
Number   Description of the Exhibit
   
 
Exhibit 99.1  
Energy Transfer Equity, L.P. Press Release, dated August 10, 2009.

 


 

SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  Energy Transfer Equity, L.P.
 
 
  By:   LE GP, LLC,    
    its general partner   
         
Date: August 11, 2009     /s/ John W. McReynolds    
    John W. McReynolds   
    President and Chief Financial Officer   

 


 

         
Exhibit Index
     
Exhibit    
Number   Description of the Exhibit
   
 
   
 
Exhibit 99.1  
Energy Transfer Equity, L.P. Press Release, dated August 10, 2009.

 

exv99w1
Exhibit 99.1
(ENERGY TRANSFER LOGO)
ENERGY TRANSFER EQUITY
REPORTS QUARTERLY RESULTS
FOR THE PERIOD ENDED JUNE 30
TH
Dallas — August 10, 2009 Energy Transfer Equity, L.P. (NYSE:ETE) today reported Distributable Cash of $119.8 million and net income of $141.8 million for the three months ended June 30, 2009. Distributable Cash is a “non-GAAP measure” as explained below.
For the three months ended June 30, 2009, ETE’s Distributable Cash was $119.8 million, an increase of $22.7 million over the three months ended June 30, 2008. For the six months ended June 30, 2009, ETE’s Distributable Cash was $238.9 million, an increase of $42.5 million over the six months ended June 30, 2008. The Partnership’s principal sources of cash flow are distributions it receives from its investments in the limited and general partner interests in Energy Transfer Partners, L.P. (“ETP”). ETE currently has no operating activities apart from those conducted by the operating subsidiaries within ETP. ETE’s principal uses of cash are for distributions to its general and limited partners, expenses and debt service.
ETE’s net income attributable to its partners decreased $16.0 million for the three months ended June 30, 2009 to $104.4 million as compared to $120.4 million for the three months ended June 30, 2008. Net income attributable to its partners increased $8.8 million for the six months ended June 30, 2009 to $255.9 million as compared to $247.1 million for the six months ended June 30, 2008. The decrease between the three month periods is primarily attributable to a decrease in operating income and an increase in interest expense on a consolidated basis, while the increase between the six month periods is due primarily to net unrealized losses on non-hedged interest rate derivatives recorded during the first quarter of 2008.
ETE also announced that it has filed its quarterly report on Form 10-Q for the three months ended June 30, 2009 with the Securities and Exchange Commission. ETE has posted a copy of this Form 10-Q on its website at www.energytransfer.com. The Partnership has scheduled a conference call for 9:00 a.m. Central Time, Tuesday, August 11, 2009 to discuss the second quarter results. The dial-in number is 1-888-423-3273, participant code: Energy Transfer. The call will be available for replay on the Partnership’s website for a limited time.
Use of Non-GAAP Financial Measures
This press release and accompanying schedules include the non-generally accepted accounting principle (“non-GAAP”) financial measure of Distributable Cash. The accompanying schedules provide a reconciliation of this non-GAAP financial measure to its most directly comparable financial measure calculated and presented in accordance with GAAP. The Partnership’s Distributable Cash should not be considered as an alternative to GAAP financial measures such as net income, cash flow from operating activities or any other GAAP measure of liquidity or financial performance.

 


 

Distributable Cash. The Partnership defines Distributable Cash as cash distributions expected to be received from ETP in connection with the Partnership’s investments in limited and general partner interests of ETP, net of the Partnership’s expenditures for general and administrative costs and debt service. Distributable Cash is a significant liquidity measure used by the Partnership’s senior management to compare net cash flows generated by the Partnership’s equity investments in ETP to the distributions the Partnership expects to pay its unitholders. Using this measure, the Partnership’s management can compute the coverage ratio of estimated cash flows to planned cash distributions.
Distributable Cash is an important non-GAAP financial measure for our limited partners since it indicates to investors whether or not the Partnership’s investments are generating cash flows at a level that can sustain or support an increase in quarterly cash distribution levels. Financial measures such as Distributable Cash are quantitative standards used by the investment community with respect to publicly-traded partnerships because the value of a partnership unit is in part measured by its yield (which in turn is based on the amount of cash distributions a partnership can pay to a unitholder). The GAAP measures most directly comparable to Distributable Cash are net income and cash flow from operating activities for ETE on a stand-alone basis (“Parent Company”). The accompanying analysis of Distributable Cash is presented for the three and six months ended June 30, 2009 and 2008 for comparative purposes.
Energy Transfer Equity, L.P. (NYSE:ETE) is a publicly traded partnership, which owns the general partner of Energy Transfer Partners, L.P. and approximately 62.5 million ETP limited partner units.
Energy Transfer Partners, L.P. (NYSE:ETP) is a publicly traded partnership owning and operating a diversified portfolio of energy assets. ETP has pipeline operations in Arizona, Colorado, Louisiana, New Mexico, and Utah, and owns the largest intrastate pipeline system in Texas. ETP’s natural gas operations include gathering and transportation pipelines, treating and processing assets, and three storage facilities located in Texas. ETP currently has more than 17,500 miles of pipeline in service and has a 50% interest in joint ventures that have approximately 500 miles of interstate pipeline in service. 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.
The information contained in this press release is available on our website at www.energytransfer.com.
Contacts:
Investor Relations:

Brent Ratliff
Energy Transfer
214-981-0700 (office)
Media Relations:
Vicki Granado
Granado Communications Group
214-504-2260 (office)
214-498-9272 (cell)
-MORE-

 


 

ENERGY TRANSFER EQUITY, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except unit data)
                 
    June 30,     December 31,  
    2009     2008  
ASSETS
               
CURRENT ASSETS:
               
Cash and cash equivalents
  $ 114,361     $ 92,023  
Marketable securities
    9,630       5,915  
Accounts receivable, net of allowance for doubtful accounts
    388,324       591,257  
Accounts receivable from related companies
    32,233       15,142  
Inventories
    187,654       272,348  
Deposits paid to vendors
    51,987       78,237  
Exchanges receivable
    27,596       45,209  
Price risk management assets
    4,272       5,423  
Prepaid expenses and other current assets
    55,973       75,441  
 
           
Total current assets
    872,030       1,180,995  
 
               
PROPERTY, PLANT AND EQUIPMENT, net
    9,013,750       8,702,534  
ADVANCES TO AND INVESTMENTS IN AFFILIATES
    374,922       10,110  
GOODWILL
    764,538       773,283  
INTANGIBLES AND OTHER ASSETS, net
    410,069       402,980  
 
           
 
               
Total assets
  $ 11,435,309     $ 11,069,902  
 
           

 


 

ENERGY TRANSFER EQUITY, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except unit data)
                 
    June 30,     December 31,  
    2009     2008  
 
               
LIABILITIES AND EQUITY
               
 
               
CURRENT LIABILITIES:
               
Accounts payable
  $ 284,097     $ 381,933  
Accounts payable to related companies
    7,094       34,495  
Exchanges payable
    22,793       54,636  
Customer advances and deposits
    73,031       106,679  
Accrued and other current liabilities
    273,507       313,140  
Price risk management liabilities
    60,742       142,432  
Interest payable
    156,154       115,487  
Income taxes payable
    3,880       14,298  
Deferred income taxes
          589  
Current maturities of long-term debt
    44,416       45,232  
 
           
Total current liabilities
    925,714       1,208,921  
 
               
LONG-TERM DEBT, less current maturities
    7,265,314       7,190,357  
LONG-TERM PRICE RISK MANAGEMENT LIABILITIES
    80,487       121,710  
DEFERRED INCOME TAXES
    203,588       194,871  
OTHER NON-CURRENT LIABILITIES
    14,571       14,727  
 
               
COMMITMENTS AND CONTINGENCIES
               
 
           
 
    8,489,674       8,730,586  
 
           
 
               
EQUITY:
               
Partners’ Capital (Deficit):
               
General Partner
    373       155  
Limited Partners:
               
Common Unitholders (222,898,248 and 222,829,956 units authorized, issued and outstanding at June 30, 2009 and December 31, 2008, respectively)
    54,882       (15,762 )
 
               
Accumulated other comprehensive loss
    (57,736 )     (67,825 )
 
           
Total partners’ deficit
    (2,481 )     (83,432 )
Noncontrolling interest
    2,948,116       2,422,748  
 
           
Total equity
    2,945,635       2,339,316  
 
           
Total liabilities and equity
  $ 11,435,309     $ 11,069,902  
 
           

 


 

ENERGY TRANSFER EQUITY, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per unit and unit data)
                                 
    Three Months Ended June 30,     Six Months Ended June 30,  
    2009     2008     2009     2008  
REVENUES:
                               
Natural gas operations
  $ 948,233     $ 2,375,637     $ 2,060,188     $ 4,383,484  
Retail propane
    179,770       249,449       667,677       847,587  
Other
    23,687       28,265       53,799       61,525  
 
                       
Total revenues
    1,151,690       2,653,351       2,781,664       5,292,596  
 
                       
 
                               
COSTS AND EXPENSES:
                               
Cost of products sold — natural gas operations
    542,004       1,952,569       1,274,117       3,529,837  
Cost of products sold — retail propane
    78,070       163,962       298,292       556,517  
Cost of products sold — other
    5,919       7,541       12,723       17,436  
Operating expenses
    176,681       197,143       358,454       376,113  
Depreciation and amortization
    79,229       65,476       154,888       127,359  
Selling, general and administrative
    54,756       44,720       112,061       95,465  
 
                       
Total costs and expenses
    936,659       2,431,411       2,210,535       4,702,727  
 
                       
 
                               
OPERATING INCOME
    215,031       221,940       571,129       589,869  
 
                               
OTHER INCOME (EXPENSE):
                               
Interest expense, net of interest capitalized
    (119,559 )     (90,543 )     (220,950 )     (170,997 )
Equity in earnings (losses) of affiliates
    1,673       (169 )     2,170       (95 )
Gains (losses) on disposal of assets
    181       515       (245 )     (936 )
Gains (losses) on non-hedged interest rate derivatives
    49,911       27,178       59,962       (4,458 )
Allowance for equity funds used during construction
    (1,839 )     15,660       18,588       25,548  
Other, net
    (377 )     1,567       324       9,519  
 
                       
 
                               
INCOME BEFORE INCOME TAX EXPENSE
    145,021       176,148       430,978       448,450  
Income tax expense
    3,263       9,330       9,470       14,474  
 
                       
 
                               
NET INCOME
    141,758       166,818       421,508       433,976  
 
                               
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST
    37,383       46,424       165,597       186,877  
 
                       
 
                               
NET INCOME ATTRIBUTABLE TO PARTNERS
    104,375       120,394       255,911       247,099  
 
                               
GENERAL PARTNER’S INTEREST IN NET INCOME
    322       373       791       765  
 
                       
 
                               
LIMITED PARTNERS’ INTEREST IN NET INCOME
  $ 104,053     $ 120,021     $ 255,120     $ 246,334  
 
                       
 
                               
BASIC NET INCOME PER LIMITED PARTNER UNIT
  $ 0.47     $ 0.54     $ 1.14     $ 1.11  
 
                       
 
                               
BASIC AVERAGE NUMBER OF UNITS OUTSTANDING
    222,898,248       222,829,956       222,898,157       222,829,956  
 
                       
 
                               
DILUTED NET INCOME PER LIMITED PARTNER UNIT
  $ 0.47     $ 0.54     $ 1.14     $ 1.10  
 
                       
 
                               
DILUTED AVERAGE NUMBER OF UNITS OUTSTANDING
    222,898,248       222,829,956       222,898,157       222,829,956  
 
                       

 


 

ENERGY TRANSFER EQUITY, L.P. — PARENT COMPANY
DISTRIBUTABLE CASH

(Dollars in thousands, except per unit)
(unaudited)
The following table presents the calculation and reconciliation of Distributable Cash of the Parent Company with respect to the following periods:
                                 
    Three Months Ended June 30,     Six Months Ended June 30,  
    2009     2008     2009     2008  
Distributable Cash:
                               
Cash distributions expected from Energy Transfer Partners, L.P. associated with:
                               
General partner interest (1):
                               
Standard distribution rights
  $ 4,861     $ 4,377     $ 9,721     $ 8,357  
Incentive distribution rights
    84,164       75,692       168,310       143,494  
Less: Expected General Partner contribution to ETP to maintain its 2% interest
          (13,098 )     (3,354 )     (13,098 )
Limited partner interest (1):
                               
62,500,797 Common units
    55,860       55,860       111,720       110,158  
 
                       
Total cash expected from Energy Transfer Partners, L.P. (1)
    144,885       122,831       286,397       248,911  
Deduct expenses of the Parent Company on a stand-alone basis:
                               
Parent Company-related expenses
    (701 )     (1,207 )     (2,603 )     (4,056 )
Interest expense, net of amortization of financing costs, interest income, and realized gains and losses on interest rate derivatives
    (24,426 )     (24,553 )     (44,888 )     (48,456 )
 
                       
Distributable Cash
  $ 119,758     $ 97,071     $ 238,906     $ 196,399  
 
                       
 
                               
Cash distributions to be paid to the partners of Energy Transfer Equity, L.P. (2):
                               
 
                               
Distribution per limited partner unit as of the end of the period
  $ 0.5350     $ 0.4800     $ 1.0600     $ 0.4800  
 
                               
Distributions to be paid to public unitholders
    50,819       45,562       100,688       87,327  
Distributions to be paid to affiliates
    68,431       61,396       135,583       117,676  
Distributions to be paid to general partner
    370       332       733       637  
 
                       
Total cash distributions to be paid by Energy Transfer Equity, L.P. to its limited and general partners (2)
  $ 119,620     $ 107,290     $ 237,004     $ 205,640  
 
                       
 
                               
Reconciliation of Non-GAAP “Distributable Cash” to GAAP “Net Income” and GAAP “Net cash provided by operating activities” for the Parent Company on a stand-alone basis:                                
Net income attributable to partners
  $ 104,375     $ 120,394     $ 255,911     $ 247,099  
Adjustments to derive Distributable Cash:
                               
Equity in income of unconsolidated affiliates
    (110,941 )     (116,872 )     (287,534 )     (302,344 )
Quarterly distribution expected to be received from Energy Transfer Partners, L.P.
    144,885       122,831       286,397       248,911  
Amortization included in interest expense
    1,420       752       4,162       1,504  
Other non-cash
    138       (3 )     277       10  
Unrealized gains and losses on non-hedged interest rate swaps
    (20,119 )     (30,031 )     (20,307 )     1,219  
 
                       
Distributable Cash
    119,758       97,071       238,906       196,399  
 
                               
Adjustments to Distributable Cash to derive Net Cash Provided by Operating Activities:
                               
Quarterly distribution expected from Energy Transfer Partners, L.P.
    (144,885 )     (122,831 )     (286,397 )     (248,911 )
Cash distribution received from Energy Transfer Partners, L.P. (3)
    141,485       126,079       281,205       276,463  
Deferred income taxes
    (573 )           (573 )      
Net changes in operating assets and liabilities
    251       (236 )     (2,501 )     8,532  
 
                       
Net cash provided by operating activities for Parent Company on a stand-alone basis
  $ 116,036     $ 100,083     $ 230,640     $ 232,483  
 
                       

 


 

 
(1)   For the three months ended June 30, 2009, cash distributions expected to be received from Energy Transfer Partners, L.P. consists of cash distributions in respect of the three months ended June 30, 2009 payable on August 14, 2009 to holders of record on the close of business on August 7, 2009. For the three months ended June 30, 2008, cash distributions received from Energy Transfer Partners, L.P. consists of cash distributions paid on August 14, 2008 for the three months ended June 30, 2008.
 
    For the six months ended June 30, 2009, cash distributions received or expected to be received from Energy Transfer Partners, L.P. consists of cash distributions paid on May 15, 2009 in respect of the quarter ended March 31, 2009 and cash distributions in respect of the three months ended June 30, 2009 payable on August 14, 2009 to holders of record on the close of business on August 7, 2009. For the six months ended June 30, 2008, cash distributions expected to be received from Energy Transfer Partners, L.P. consists of cash distributions paid on May 15, 2008 in respect of the quarter ended March 31, 2008 and cash distributions in respect of the three months ended June 30, 2008 paid on August 14, 2008 to holders of record on the close of business on August 7, 2008.
 
(2)   For the three months ended June 30, 2009, cash distributions expected to be paid from Energy Transfer Equity, L.P. consists of cash distributions in respect of the three months ended June 30, 2009 payable on August 19, 2009 to holders of record on August 7, 2009. For the three months ended June 30, 2008, cash distributions paid or expected to be paid from Energy Transfer Equity, L.P. consists of cash distributions paid on August 19, 2008 for the three months ended June 30, 2008.
 
    For the six months ended June 30, 2009, cash distributions paid or expected to be paid by Energy Transfer Equity, L.P. consist of cash distributions paid on May 19, 2009 in respect of the quarter ended March 31, 2009 and cash distributions in respect of the three months ended June 30, 2009 payable on August 19, 2009 to holders of record on the close of business on August 7, 2009. For the six months ended June 30, 2008, cash distributions expected to be paid by Energy Transfer Equity, L.P. consist of cash distributions paid on May 15, 2008 in respect of the quarter ended March 31, 2008 and cash distributions in respect of the three months ended June 30, 2008 paid on August 14, 2008 to holders of record on the close of business on August 7, 2008.
 
(3)   Cash distributions received from Energy Transfer Partners, L.P. for the six months ended June 30, 2008 reflect a one-time distribution for the four-month transition period related to Energy Transfer Partners, L.P.’s change of its fiscal year from August 31 to December 31 during 2007.