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

February 16, 2011
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)		1-32740 (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 February 16, 2011, Energy Transfer Equity, L.P. (the “Partnership”) issued a press release announcing its financial and operating results for the fourth quarter ended December 31, 2010. A copy of this press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.

     In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 2.02 and in the attached exhibit shall be deemed to be “furnished” and not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Item 9.01.		Financial Statements and Exhibits.

     (d) Exhibits. In accordance with General Instruction B.2 of Form 8-K, the information set forth in the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act.

Exhibit Number		Description of the Exhibit
Exhibit 99.1		Energy Transfer Equity, L.P. Press Release dated February 16, 2011

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.

Exhibit Index

Exhibit Number		Description of the Exhibit
Exhibit 99.1		Energy Transfer Equity, L.P. Press Release dated February 16, 2011

Exhibit 99.1

ENERGY TRANSFER EQUITY
REPORTS QUARTERLY AND ANNUAL RESULTS

Dallas — February 16, 2011 — Energy Transfer Equity, L.P. (NYSE:ETE) today reported Distributable Cash Flow of $118.2 million for the three months ended December 31, 2010, a decrease of $10.0 million compared to the three months ended December 31, 2009. ETE’s net income attributable to partners was $76.1 million for the three months ended December 31, 2010 as compared to $139.6 million for the three months ended December 31, 2009. The decrease in net income attributable to partners was primarily due to lower earnings from subsidiaries and higher interest expense related to both the preferred units issued by ETE in May 2010 and the senior notes issued in September 2010.

Distributable Cash Flow, excluding realized losses on interest rate swaps terminated in connection with ETE’s long-term debt refinancing, was $485.1 million for the year ended December 31, 2010 as compared to $494.4 million for the year ended December 31, 2009.

Distributable Cash Flow and Distributable Cash Flow (excluding realized losses on termination of interest rate swaps) are “non-GAAP measures” as explained below.

ETE reported net income attributable to its partners of $192.8 million for the year ended December 31, 2010 as compared to net income attributable to its partners of $442.5 million for the year ended December 31, 2009. ETE’s earnings attributable to its partners for the year ended December 31, 2010 was impacted by swap termination losses of $66.4 million related to ETE’s September 2010 refinancing of its existing credit facilities, one-time transaction costs of $12.8 million, and a non-cash charge of $52.6 million related to the Regency Transactions as discussed below.

ETE’s Distributable Cash Flow, Distributable Cash Flow (excluding realized losses on termination of interest rate swaps) and net income attributable to its partners for the year ended December 31, 2010 also reflected the impacts from ETE’s acquisition of the general partner of Regency Energy Partners LP (“Regency”) and the exchange of a portion of the investment in Midcontinent Express Pipeline (“MEP”) among ETE and its subsidiaries on May 26, 2010 (the “Regency Transactions”). One-time transaction costs of $12.8 million were recorded for the year ended December 31, 2010 in connection with the Regency Transactions. Also, in connection with the transfer of the investment in MEP, ETE recorded a non-cash charge of $52.6 million which was reflected in the consolidated statement of operations for the year ended December 31, 2010.

The Partnership’s principal sources of cash flow are distributions it receives from its investments in the limited and general partner interests in ETP and Regency, including 100% of ETP’s and Regency’s incentive distribution rights, approximately 50.2 million of ETP’s common units and approximately 26.3 million of Regency’s common units. ETE currently has no operating activities apart from those conducted by ETP and Regency and their operating subsidiaries. ETE’s principal uses of cash are for distributions to its general and limited partners and preferred unitholders, expenses, debt service and, at ETE’s election, capital contributions to ETP and Regency in respect of ETE’s general partner interests in ETP and Regency.

The Partnership has scheduled a conference call for 8:00 a.m. Central Time, Thursday, February 17, 2011 to discuss its 2010 results. The conference call will be broadcast live via an internet web cast, which can be accessed through www.energytransfer.com and will also be available for replay on the Partnership’s 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 measures of Distributable Cash Flow and Distributable Cash Flow (excluding realized losses on termination of interest rate swaps). The accompanying schedules provide a reconciliation of these non-GAAP financial measures to their most directly comparable financial measure calculated and presented in accordance with GAAP. The Partnership’s Distributable Cash Flow and Distributable Cash Flow (excluding realized losses on termination of interest rate swaps) 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 Flow. The Partnership defines Distributable Cash Flow for a period as cash distributions expected to be received from ETP and Regency in respect of such period in connection with the Partnership’s investments in limited and general partner interests of ETP and Regency, net of the Partnership’s cash expenditures for general and administrative costs and interest expense. Distributable Cash Flow 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 and Regency 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 for a period to planned cash distributions for such period.

Distributable Cash Flow is also an important non-GAAP financial measure for our limited partners since it indicates to investors whether the Partnership’s investments are generating cash flows at a level that can sustain or support an increase in quarterly cash distribution levels. Financial measures such as Distributable Cash Flow are quantitative standards used by the investment community with respect to publicly traded partnerships because the value of a partnership unit is in part measured by its yield (which in turn is based on the amount of cash distributions a partnership can pay to a unitholder). The GAAP measure most directly comparable to Distributable Cash Flow is net income for ETE on a stand-alone basis (“Parent Company”). The accompanying analysis of Distributable Cash Flow is presented for the three and twelve months ended December 31, 2010 and 2009 for comparative purposes.

Distributable Cash Flow (excluding realized losses on termination of interest rate swaps). The Partnership defines Distributable Cash Flow (excluding realized losses on termination of interest rate swaps) for a period as cash distributions expected to be received from ETP and Regency in respect of such period in connection with the Partnership’s investments in limited and general partner interests of ETP and Regency, net of the Partnership’s cash expenditures for general and administrative costs and interest expense and net of realized losses on termination of interest rate swaps. Due to the cash cost associated with the termination of

interest rate swaps that occurred during the year ended December 31, 2010 in connection with the Partnership’s issuance of $1.8 billion of 7.5% senior notes due 2020 and related repayment of $1.592 billion of indebtedness, Distributable Cash Flow (excluding realized losses on termination of interest rate swaps) is a significant liquidity measure used by the Partnership’s senior management for the twelve months ended December 31, 2010 to compare net cash flows generated by the Partnership’s equity investments in ETP and Regency 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 for a period to planned cash distributions for such period. The GAAP measure most directly comparable to Distributable Cash Flow (excluding realized losses on termination of interest rate swaps) is net income (loss) for the Parent Company on a stand-alone basis. The accompanying analysis of Distributable Cash Flow (excluding realized losses on termination of interest rate swaps) is presented for the three and twelve months ended December 31, 2010 and 2009 for comparative purposes.

Energy Transfer Equity, L.P. (NYSE:ETE) is a publicly traded partnership, which owns the general partner of Energy Transfer Partners and approximately 50.2 million ETP limited partner units; and owns the general partner of Regency Energy Partners and approximately 26.3 million Regency 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 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 Energy Partners LP (Nasdaq: RGNC) is a growth-oriented, midstream energy partnership engaged in the gathering and processing, contract compression, treating, marketing and transporting of natural gas and natural gas liquids. Regency’s general partner is owned by Energy Transfer Equity, L.P. (NYSE: ETE). For more information, visit the Regency Energy Partners LP Web site at www.regencyenergy.com.

Contacts
Investor Relations:
Energy Transfer
Brent Ratliff
214-981-0700 (office)

Media Relations:
Vicki Granado
Granado Communications Group
214-599-8785 (office)
214-498-9272 (cell)

—more—

ENERGY TRANSFER EQUITY, L.P. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(unaudited)

		December 31,
		2010				2009
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	86,264			$	68,315
Marketable securities			2,032				6,055
Accounts receivable, net of allowance for doubtful accounts of $6,706 and $6,338 as of December 31, 2010 and 2009, respectively			612,357				566,522
Accounts receivable from related companies			76,331				51,894
Inventories			366,384				389,954
Exchanges receivable			21,926				23,136
Price risk management assets			16,357				12,371
Other current assets			109,359				149,712
Total current assets			1,291,010				1,267,959
PROPERTY, PLANT AND EQUIPMENT			13,284,430				10,117,041
ACCUMULATED DEPRECIATION			(1,431,698	)			(1,052,566	)
			11,852,732				9,064,475
ADVANCES TO AND INVESTMENTS IN AFFILIATES			1,359,979				663,298
LONG-TERM PRICE RISK MANAGEMENT ASSETS			13,971				—
GOODWILL			1,600,611				775,094
INTANGIBLES AND OTHER ASSETS, net			1,260,427				389,683
Total assets		$	17,378,730			$	12,160,509

ENERGY TRANSFER EQUITY, L.P. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(unaudited)

		December 31,
		2010				2009
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable		$	421,556			$	359,176
Accounts payable to related companies			27,351				38,515
Exchanges payable			16,003				19,203
Price risk management liabilities			13,172				65,146
Accrued and other current liabilities			567,688				366,781
Current maturities of long-term debt			35,305				40,924
Total current liabilities			1,081,075				889,745
LONG-TERM DEBT, less current maturities			9,346,067				7,750,998
LONG-TERM PRICE RISK MANAGEMENT LIABILITIES			79,465				73,332
SERIES A CONVERTIBLE PREFERRED UNITS			317,600				—
OTHER NON-CURRENT LIABILITIES			235,848				226,183
COMMITMENTS AND CONTINGENCIES
PREFERRED UNITS OF SUBSIDIARY			70,943				—
EQUITY:
PARTNERS’ CAPITAL:
General Partner			520				368
Limited Partners:
Common Unitholders (222,941,172 and 222,898,248 units authorized, issued and outstanding as of December 31, 2010 and 2009, respectively)			115,350				53,412
Accumulated other comprehensive income (loss)			4,798				(53,628	)
Total partners’ capital			120,668				152
Noncontrolling interest			6,127,064				3,220,099
Total equity			6,247,732				3,220,251
Total liabilities and equity		$	17,378,730			$	12,160,509

ENERGY TRANSFER EQUITY, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per unit data)
(unaudited)

		Three Months Ended December 31,								Years Ended December 31,
		2010				2009				2010				2009
REVENUES:
Natural gas operations		$	1,340,439			$	1,111,643			$	5,167,945			$	4,115,806
Retail propane			400,601				360,623				1,314,973				1,190,524
Other			34,775				33,516				115,214				110,965
Total revenues			1,775,815				1,505,782				6,598,132				5,417,295
COSTS AND EXPENSES:
Cost of products sold — natural gas operations			808,597				653,661				3,328,754				2,519,575
Cost of products sold — retail propane			233,130				196,330				752,926				574,854
Cost of products sold — other			9,186				8,785				29,657				27,627
Operating expenses			225,244				163,556				784,546				680,893
Depreciation and amortization			126,518				85,398				431,199				325,024
Selling, general and administrative			56,648				32,284				234,321				178,924
Total costs and expenses			1,459,323				1,140,014				5,561,403				4,306,897
OPERATING INCOME			316,492				365,768				1,036,729				1,110,398
OTHER INCOME (EXPENSE)
Interest expense, net of interest capitalized			(164,309	)			(127,370	)			(624,887	)			(468,420	)
Equity in earnings of affiliates			24,497				8,846				65,220				20,597
Losses on disposal of assets			(4,847	)			(231	)			(5,255	)			(1,564	)
Gains (losses) on non-hedged interest rate derivatives			16,501				9,246				(52,357	)			33,619
Allowance for equity funds used during construction			10,903				(8,061	)			28,942				10,557
Impairment of investment in affiliate			—				—				(52,620	)			—
Other, net			(37,399	)			(2,646	)			(44,210	)			1,913
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAX EXPENSE			161,838				245,552				351,562				707,100
Income tax expense			2,381				3,456				13,738				9,229
INCOME FROM CONTINUING OPERATIONS			159,457				242,096				337,824				697,871
Loss from discontinued operations			(1,654	)			—				(1,244	)			—
NET INCOME			157,803				242,096				336,580				697,871
Less: Net income attributable to noncontrolling interest			81,753				102,505				143,822				255,398
NET INCOME ATTRIBUTABLE TO PARTNERS			76,050				139,591				192,758				442,473
GENERAL PARTNER’S INTEREST IN NET INCOME			236				432				597				1,370
LIMITED PARTNERS’ INTEREST IN NET INCOME		$	75,814			$	139,159			$	192,161			$	441,103
BASIC NET INCOME PER LIMITED PARTNER UNIT		$	0.34			$	0.62			$	0.86			$	1.98
BASIC AVERAGE NUMBER OF UNITS OUTSTANDING			222,941,172				222,898,248				222,941,156				222,898,203
DILUTED NET INCOME PER LIMITED PARTNER UNIT		$	0.34			$	0.62			$	0.86			$	1.98
DILUTED AVERAGE NUMBER OF UNITS OUTSTANDING			222,941,172				222,898,248				222,941,156				222,898,203

ENERGY TRANSFER EQUITY, L.P.
DISTRIBUTABLE CASH FLOW
(Dollars in thousands, except per unit data)
(unaudited)

The following table presents the calculation and reconciliation of Distributable Cash Flow of Energy Transfer Equity, L.P.

		Three Months Ended December 31,								Years Ended December 31,
		2010				2009				2010				2009
Distributable Cash Flow:
Cash distributions from Energy Transfer Partners, L.P. (ETP) associated with: (1)
General partner interest:
Standard distribution rights		$	4,889			$	4,877			$	19,524			$	19,505
Incentive distribution rights			96,136				93,956				375,979				350,486
Limited partner interest			44,890				55,860				190,531				223,440
Total cash distributions from ETP			145,915				154,693				586,034				593,431
Cash distributions from Regency Energy Partners LP (Regency) associated with: (2)
General partner interest:
Standard distribution rights			1,268				—				3,640				—
Incentive distribution rights			1,051				—				3,016				—
Limited partner interest			11,689				—				35,066				—
Total cash distributions from Regency			14,008				—				41,722				—
Total cash distributions from ETP and Regency			159,923				154,693				627,756				593,431
Pro rata cash settlement related to Regency Transactions: (3)
Received from ETP related to 12,273,830 ETP Common Units redeemed			—				—				10,451				—
Paid to Regency related to 26,266,791 Regency Common Units issued			—				—				(7,436	)			—
Paid to seller for general partner interest in Regency			—				—				(969	)			—
Net pro rata cash settlement for period from April 1, 2010 through May 26, 2010			—				—				2,046				—
Total cash distributions from ETP and Regency, including net pro rata settlement			159,923				154,693				629,802				593,431
Deduct expenses of the Parent Company on a stand-alone basis:
Selling, general and administrative expenses, excluding non-cash compensation expense (4)			(1,589	)			(1,473	)			(21,942	)			(3,678	)
Interest expense, net of amortization of financing costs, interest income, and realized gains and losses on interest rate swaps (5)(6)			(40,092	)			(24,995	)			(291,279	)			(95,337	)
Distributable Cash Flow			118,242				128,225				316,581				494,416
Realized losses on termination of interest rate swaps (6)			—				—				168,550				—
Distributable Cash Flow (excluding realized losses on termination of interest rate swaps)		$	118,242			$	128,225			$	485,131			$	494,416
Cash distributions to be paid to the partners of ETE: (7)
Distributions to be paid to limited partners		$	120,389			$	120,388			$	481,554			$	475,909
Distributions to be paid to general partner			374				374				1,495				1,477
Total cash distributions to be paid to the partners of ETE		$	120,763			$	120,762			$	483,049			$	477,386
Reconciliation of Non-GAAP “Distributable Cash Flow” and “Distributable Cash Flow (excluding realized losses on termination of interest rate swaps)” to GAAP “Net income” for the Parent Company on a stand-alone basis:
Net income for the Parent Company on a stand-alone basis		$	76,051			$	139,591			$	192,758			$	442,473
Adjustments to derive Distributable Cash Flow:
Equity in income of unconsolidated affiliates			(131,772	)			(156,188	)			(455,901	)			(526,383	)
Cash distributions from ETP and Regency			159,923				154,693				627,756				593,431
Net pro rata cash settlement for period from April 1, 2010 through May 26, 2010			—				—				2,046				—
Amortization included in interest expense			1,163				1,073				5,905				6,309
Fair value adjustment of ETE Preferred Units			12,650				—				12,650				—
Other non-cash			227				136				7,524				551
Unrealized gains on non-hedged interest rate swaps			—				(11,080	)			(76,157	)			(21,965	)
Distributable Cash Flow			118,242				128,225				316,581				494,416
Realized losses on termination of interest rate swaps (6)			—				—				168,550				—
Distributable Cash Flow (excluding realized losses on termination of interest rate swaps)		$	118,242			$	128,225			$	485,131			$	494,416

SUPPLEMENTAL INFORMATION (unaudited)
(in thousands)

The following summarizes the key components of the stand-alone results of operations of the Parent Company for the periods indicated:

		Three Months Ended												Years Ended
		December 31,												December 31,
		2010				2009				Change				2010				2009				Change
Equity in earnings of affiliates		$	131,773			$	156,188			$	(24,415	)		$	455,901			$	526,383			$	(70,482	)
Selling, general and administrative			(1,494	)			(1,362	)			(132	)			(21,829	)			(4,970	)			(16,859	)
Interest expense			(41,258	)			(17,321	)			(23,937	)			(167,658	)			(74,049	)			(93,609	)
Gains (losses) on non-hedged interest rate derivatives			—				2,334				(2,334	)			(53,388	)			(5,620	)			(47,768	)
Other, net			(12,772	)			(250	)			(12,522	)			(19,721	)			79				(19,800	)