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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K



☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2019



☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-32740

ENERGY TRANSFER LP

(Exact name of registrant as specified in its charter)



Delaware		30-0108820
(state or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

8111 Westchester Drive, Suite 600, Dallas, Texas 75225

(Address of principal executive offices) (zip code)

(214) 981-0700

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Units	ET	New York Stock Exchange

Securities registered pursuant to section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ý No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ¨ No ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ý Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ý

The aggregate market value as of June 30, 2019, of the registrant’s Common Units held by non-affiliates of the registrant, based on the reported closing price of such Common Units on the New York Stock Exchange on such date, was $30.57 billion. Common Units held by each executive officer and director and by each person who owns 5% or more of the outstanding Common Units have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

At February 14, 2020, the registrant had 2,689,897,793 Common Units outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None

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TABLE OF CONTENTS



PART I
		PAGE

ITEM 1.	BUSINESS	1

ITEM 1A.	RISK FACTORS	33

ITEM 1B.	UNRESOLVED STAFF COMMENTS	71

ITEM 2.	PROPERTIES	71

ITEM 3.	LEGAL PROCEEDINGS	71

ITEM 4.	MINE SAFETY DISCLOSURES	73

PART II

ITEM 5.	MARKET FOR REGISTRANT’S COMMON UNITS, RELATED UNITHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	74

ITEM 6.	SELECTED FINANCIAL DATA	75

ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	75

ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	124

ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	127

ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	128

ITEM 9A.	CONTROLS AND PROCEDURES	128

ITEM 9B.	OTHER INFORMATION	130

PART III

ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	131

ITEM 11.	EXECUTIVE COMPENSATION	137

ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED UNITHOLDER MATTERS	151

ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	152

ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	153

PART IV

ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	154

ITEM 16	FORM 10-K SUMMARY	155

	Signatures	160

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Forward-Looking Statements

Certain matters discussed in this report, excluding historical information, as well as some statements by Energy Transfer LP (the “Partnership” or “ET”) in periodic press releases and some oral statements of the Partnership’s officials during presentations about the Partnership, include forward-looking statements. These forward-looking statements are identified as any statement that does not relate strictly to historical or current facts. Statements using words such as “anticipate,” “project,” “expect,” “plan,” “goal,” “forecast,” “estimate,” “intend,” “continue,” “could,” “believe,” “may,” “will” or similar expressions help identify forward-looking statements. Although the Partnership and its General Partner believe such forward-looking statements are based on reasonable assumptions and current expectations and projections about future events, no assurance can be given that such assumptions, expectations or projections will prove to be correct. Forward-looking statements are subject to a variety of risks, uncertainties and assumptions. If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, the Partnership’s actual results may vary materially from those anticipated, estimated, projected, forecasted, expressed or expected in forward-looking statements since many of the factors that determine these results are subject to uncertainties and risks that are difficult to predict and beyond management’s control. For additional discussion of risks, uncertainties and assumptions, see “Item 1.A Risk Factors” included in this annual report.

Definitions

The following is a list of certain acronyms and terms used throughout this document:



/d		per day

AOCI		accumulated other comprehensive income (loss)

AROs		asset retirement obligations

Bbls		barrels

BBtu		billion British thermal units

Bcf		billion cubic feet

Btu		British thermal unit, an energy measurement used by gas companies to convert the volume of gas used to its heat equivalent, and thus calculate the actual energy content

Capacity		capacity of a pipeline, processing plant or storage facility refers to the maximum capacity under normal operating conditions and, with respect to pipeline transportation capacity, is subject to multiple factors (including natural gas injections and withdrawals at various delivery points along the pipeline and the utilization of compression) which may reduce the throughput capacity from specified capacity levels

CDM		CDM Resource Management LLC and CDM Environmental & Technical Services LLC, collectively

Citrus		Citrus, LLC

Dakota Access		Dakota Access, LLC, a less than wholly-owned subsidiary of ETO

DOE		United States Department of Energy

DOJ		United States Department of Justice

DOT		United States Department of Transportation

EPA		United States Environmental Protection Agency

ETC OLP		La Grange Acquisition, L.P., which conducts business under the assumed name of Energy Transfer Company and is a wholly-owned subsidiary of ETO

ETC Sunoco		ETC Sunoco Holdings LLC (formerly, Sunoco Inc.), a wholly-owned subsidiary of ETO

ETC Tiger		ETC Tiger Pipeline, LLC, a wholly-owned subsidiary of ETO

ETCO		Energy Transfer Crude Oil Company, LLC

ETO		Energy Transfer Operating, L.P., formerly known as Energy Transfer Partners, L.P.

ETO Preferred Unitholders		Unitholders of the ETO Series A Preferred Units, ETO Series B Preferred Units, ETO Series D Preferred Units, ETO Series E Preferred Units, ETO Series F Preferred Units and ETO Series G Preferred Units, collectively

ETO Series A Preferred Units		Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units

iii

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ETO Series B Preferred Units		Series B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units

ETO Series C Preferred Units		Series C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units

ETO Series D Preferred Units		Series D Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units

ETO Series E Preferred Units		Series E Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units

ETO Series F Preferred Units		Series F Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Units

ETO Series G Preferred Units		Series G Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Units

ETP GP		Energy Transfer Partners GP, L.P., the general partner of ETO

ETP Holdco		ETP Holdco Corporation, a wholly-owned subsidiary of ETO

ETP LLC		Energy Transfer Partners, L.L.C., the general partner of ETP GP

Exchange Act		Securities Exchange Act of 1934, as amended

ExxonMobil		Exxon Mobil Corporation

FEP		Fayetteville Express Pipeline LLC

FERC		Federal Energy Regulatory Commission

FGT		Florida Gas Transmission Company, LLC, a wholly-owned subsidiary of Citrus

GAAP		accounting principles generally accepted in the United States of America

Gulf States		Gulf States Transmission LLC, a wholly-owned subsidiary of ETO

General Partner		LE GP, LLC, the general partner of ET

HFOTCO		Houston Fuel Oil Terminal Company, a wholly-owned subsidiary of ETO, which owns the Houston Terminal

HPC		RIGS Haynesville Partnership Co., a wholly-owned subsidiary of ETO

IDRs		incentive distribution rights

KMI		Kinder Morgan Inc.

Lake Charles LNG		Lake Charles LNG Company, LLC (previously named Trunkline LNG Company, LLC), a wholly-owned subsidiary of ETO

LCL		Lake Charles LNG Export Company, LLC, a wholly-owned subsidiary of ETO

LIBOR		London Interbank Offered Rate

LNG		liquefied natural gas

Lone Star		Lone Star NGL LLC, a wholly-owned subsidiary of ETO

MBbls		thousand barrels

MMBbls		millions barrels

MEP		Midcontinent Express Pipeline LLC

Mi Vida JV		Mi Vida JV LLC

Mid-Valley		Mid-Valley Pipeline Company, a wholly-owned subsidiary of ETO

MMBbls		million barrels

MMcf		million cubic feet

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MTBE		methyl tertiary butyl ether

NGL		natural gas liquid, such as propane, butane and natural gasoline

NYMEX		New York Mercantile Exchange

NYSE		New York Stock Exchange

ORS		Ohio River System LLC, a less than wholly-owned subsidiary of ETO

OSHA		Federal Occupational Safety and Health Act

OTC		over-the-counter

Panhandle		Panhandle Eastern Pipe Line Company, LP and its subsidiaries, wholly-owned by ETO

PCBs		polychlorinated biphenyls

PennTex		PennTex Midstream Partners, LP

PEP		Permian Express Partners LLC, a less than wholly-owned subsidiary of ETO

PES		Philadelphia Energy Solutions Refining and Marketing LLC

Phillips 66		Phillips 66 Partners LP

PHMSA		Pipeline Hazardous Materials Safety Administration

Ranch JV		Ranch Westex JV LLC

Regency