Energy Transfer Partners Reports Third Quarter Results

  Energy Transfer Partners Reports Third Quarter Results

Business Wire

DALLAS -- November 5, 2013

Energy Transfer Partners, L.P. (NYSE: ETP) today reported its financial
results for the quarter ended September30, 2013.

Adjusted EBITDA for Energy Transfer Partners, L.P. (“ETP”) for the three
months ended September 30, 2013 totaled $942 million, an increase of $282
million over the same period last year. Distributable Cash Flow attributable
to the partners of ETP for the three months ended September 30, 2013 totaled
$527 million, an increase of $149 million over the same period last year.
Income from continuing operations for the three months ended September 30,
2013 was $391 million, an increase of $185 million over the same period last
year.

Adjusted EBITDA for ETP for the nine months ended September 30, 2013 totaled
$2.97 billion, an increase of $1.17 billion over the same period last year.
Distributable Cash Flow attributable to the partners of ETP for the nine
months ended September 30, 2013 totaled $1.37 billion, an increase of $414
million over the same period last year. Income from continuing operations for
the nine months ended September 30, 2013 was $1.20 billion, a decrease of $226
million compared to the same period last year. ETP recognized a one-time gain
of $1.06 billion as a result of the contribution of ETP’s Propane Business in
January 2012, which impacted comparability of income from continuing
operations between periods.

The increases in Adjusted EBITDA and Distributable Cash Flow were primarily
due to strategic acquisitions in 2012, including Sunoco, Inc. (“Sunoco”),
ownership interests in Citrus Corp. (“Citrus”), Sunoco Logistics Partners L.P.
(“Sunoco Logistics”), and ETP Holdco Corporation (“Holdco”). ETP has also
placed more than $2.1 billion in growth projects into service over the last
twelve months that are now generating earnings and cash flow.

ETP’s key accomplishments during or subsequent to the quarter include the
following:

  *ETP’s Board of Directors approved an increase in its quarterly
    distribution to $0.905 per unit ($3.62 annualized) on ETP Common Units for
    the quarter ended September 30, 2013, representing an increase of $0.045
    per common unit on an annualized basis.
  *ETP completed the sale of the assets of Missouri Gas Energy to Laclede Gas
    Company, a subsidiary of The Laclede Group, Inc., for $975 million.
  *The Department of Energy conditionally granted authorization to Energy
    Transfer Equity, L.P. (“ETE”), ETP and BG Group to export from the
    existing Trunkline LNG import terminal up to 15 million metric tonnes per
    annum of LNG to non-free trade agreement nations. ETE, ETP and BG Group
    subsequently announced their entry into a project development agreement to
    jointly develop the LNG export project at the existing Trunkline LNG
    import terminal in Lake Charles, Louisiana.
  *ETP and ETE exchanged 50.2 million ETP Common Units, owned by ETE, for
    newly issued Class H Units by ETP that track 50.05% of the underlying
    economics of the general partner interest and incentive distribution
    rights of Sunoco Logistics.
  *ETP and Regency Energy Partners LP (“Regency”) announced that Lone Star
    NGL LLC (“Lone Star”), a joint venture between ETP and Regency, has placed
    in service a second natural gas liquids fractionator at its facility in
    Mont Belvieu, Texas, bringing Lone Star’s total fractionation capacity at
    Mont Belvieu to 200,000 barrels per day.

An analysis of ETP’s segment results and other supplementary data is provided
after the financial tables shown below. ETP has scheduled a conference call
for 8:30 a.m. Central Time, Wednesday, November 6, 2013 to discuss the third
quarter 2013 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 ETP’s web site for a limited time.

Energy Transfer Partners, L.P. (NYSE: ETP) is a master limited partnership
owning and operating one of the largest and most diversified portfolios of
energy assets in the United States. ETP currently owns and operates
approximately 43,000 miles of natural gas, natural gas liquids, refined
products, and crude oil pipelines. ETP owns 100% of ETP Holdco Corporation,
which owns Southern Union Company and Sunoco, Inc., and a 70% interest in Lone
Star NGL LLC, a joint venture that owns and operates natural gas liquids
storage, fractionation and transportation assets. ETP also owns the general
partner, 100% of the incentive distribution rights, and approximately 33.5
million common units in Sunoco Logistics Partners L.P. (NYSE: SXL), which
operates a geographically diverse portfolio of crude oil and refined products
pipelines, terminalling and crude oil acquisition and marketing assets. ETP’s
general partner is owned by ETE. For more information, visit the Energy
Transfer Partners, L.P. web site at www.energytransfer.com.

Energy Transfer Equity, L.P. (NYSE: ETE) is a master limited partnership which
owns the general partner and 100% of the incentive distribution rights (IDRs)
of Energy Transfer Partners, L.P. (NYSE: ETP), approximately 49.6 million ETP
common units, and approximately 50.2 million ETP Class H Units, which track
50% of the underlying economics of the general partner interest and the IDRs
of Sunoco Logistics Partners L.P. (NYSE: SXL). ETE also owns the general
partner and 100% of the IDRs of Regency Energy Partners LP (NYSE: RGP) and
approximately 26.3 million RGP common units. The Energy Transfer family of
companies owns more than 56,000 miles of natural gas, natural gas liquids,
refined products, and crude oil pipelines. For more information, visit the
Energy Transfer Equity, L.P. web site at www.energytransfer.com.

Sunoco Logistics Partners L.P. (NYSE: SXL), headquartered in Philadelphia, is
a master limited partnership that owns and operates a logistics business
consisting of a geographically diverse portfolio of complementary crude oil
and refined product pipeline, terminalling, and acquisition and marketing
assets. SXL’s general partner is owned by Energy Transfer Partners, L.P.
(NYSE: ETP). For more information, visit the Sunoco Logistics Partners, L.P.
web site at www.sunocologistics.com.

Forward-Looking Statements

This press release may include certain statements concerning expectations for
the future that are forward-looking statements as defined by federal law. Such
forward-looking statements are subject to a variety of known and unknown
risks, uncertainties, and other factors that are difficult to predict and many
of which are beyond management’s control. Among those is the risk that the
anticipated benefits from the transaction cannot be fully realized. An
extensive list of factors that can affect future results are discussed in the
Partnerships’ Annual Reports on Form 10-K and other documents filed from time
to time with the Securities and Exchange Commission. The Partnerships
undertake no obligation to update or revise any forward-looking statement to
reflect new information or events.

The information contained in this press release is available on our web site
at www.energytransfer.com.

                                                               
                                                                  
ENERGY TRANSFER PARTNERS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions)
(unaudited)
                                                                  
                                                  September 30,   December 31,
                                                  2013            2012
ASSETS
                                                                  
CURRENT ASSETS                                    $    6,582      $   5,404
                                                                  
PROPERTY, PLANT AND EQUIPMENT, net                     25,090         25,773
                                                                  
NON-CURRENT ASSETS HELD FOR SALE                       145            985
ADVANCES TO AND INVESTMENTS IN UNCONSOLIDATED          4,513          3,502
AFFILIATES
NON-CURRENT PRICE RISK MANAGEMENT ASSETS               19             42
GOODWILL                                               5,262          5,606
INTANGIBLE ASSETS, net                                 1,490          1,561
OTHER NON-CURRENT ASSETS, net                         455           357
Total assets                                      $    43,556     $   43,230
                                                                  
                                                                  
LIABILITIES AND EQUITY
                                                                  
CURRENT LIABILITIES                               $    5,588      $   5,548
                                                                  
NON-CURRENT LIABILITIES HELD FOR SALE                  70             142
LONG-TERM DEBT, less current maturities                16,352         15,442
LONG-TERM NOTES PAYABLE — RELATED PARTY                —              166
NON-CURRENT PRICE RISK MANAGEMENT LIABILITIES          54             129
DEFERRED INCOME TAXES                                  3,605          3,476
OTHER NON-CURRENT LIABILITIES                          948            995
                                                                  
COMMITMENTS AND CONTINGENCIES
                                                                  
EQUITY:
Total partners’ capital                                12,212         9,201
Noncontrolling interest                               4,727         8,131
Total equity                                          16,939        17,332
Total liabilities and equity                      $    43,556     $   43,230

                                                                
                                                                     
                                                                     
ENERGY TRANSFER PARTNERS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per unit data)
(unaudited)
                                                                     
                               Three Months Ended       Nine Months Ended
                               September 30,            September 30,
                               2013         2012^(1)    2013         2012^(1)
REVENUES                       $ 11,902     $ 1,802     $ 34,307     $ 4,721
COSTS AND EXPENSES:
Cost of products sold            10,654       1,026       30,477       2,606
Operating expenses               331          167         950          493
Depreciation and                 253          162         764          419
amortization
Selling, general and            138        82        424        272   
administrative
Total costs and expenses        11,376     1,437     32,615     3,790 
OPERATING INCOME                 526          365         1,692        931
OTHER INCOME (EXPENSE):
Interest expense, net of         (210   )     (147  )     (632   )     (479  )
interest capitalized
Equity in earnings of            28           8           137          64
unconsolidated affiliates
Gain on deconsolidation of       —            —           —            1,057
Propane Business
Gain on sale of AmeriGas         87           —           87           —
common units
Loss on extinguishment of        —            —           —            (115  )
debt
Gains (losses) on interest       —            —           46           (9    )
rate derivatives
Other, net                      7          7         6          10    
INCOME FROM CONTINUING
OPERATIONS BEFORE INCOME TAX     438          233         1,336        1,459
EXPENSE
Income tax expense from         47         27        139        36    
continuing operations
INCOME FROM CONTINUING           391          206         1,197        1,423
OPERATIONS
Income (loss) from              13         (142  )    44         (136  )
discontinued operations
NET INCOME                       404          64          1,241        1,287
LESS: NET INCOME
ATTRIBUTABLE TO                 49         28        244        25    
NONCONTROLLING INTEREST
NET INCOME ATTRIBUTABLE TO       355          36          997          1,262
PARTNERS
GENERAL PARTNER’S INTEREST      146        116       429        342   
IN NET INCOME
LIMITED PARTNERS’ INTEREST     $ 209       $ (80   )   $ 568       $ 920   
IN NET INCOME (LOSS)
INCOME FROM CONTINUING
OPERATIONS PER LIMITED
PARTNER UNIT:
Basic                          $ 0.51      $ 0.26     $ 1.55      $ 4.54  
Diluted                        $ 0.51      $ 0.26     $ 1.55      $ 4.52  
NET INCOME (LOSS) PER
LIMITED PARTNER UNIT:
Basic                          $ 0.55      $ (0.33 )   $ 1.63      $ 3.91  
Diluted                        $ 0.55      $ (0.33 )   $ 1.63      $ 3.89  
WEIGHTED AVERAGE NUMBER OF
UNITS OUTSTANDING:
Basic                           374.1      245.1     342.8      233.8 
Diluted                         375.5      246.3     344.1      235.0 

       In accordance with generally accepted accounting principles, amounts
       previously reported for interim periods in 2012 have been revised to
       reflect the retrospective consolidation of Southern Union into ETP as a
^(1)  result of the Holdco Transaction as the transfer of Southern Union into
       Holdco met the definition of a transaction between entities under
       common control. Thus, Southern Union was retroactively consolidated
       beginning March 26, 2012, the date that ETE completed its merger with
       Southern Union.

                                                             
                                                                             
                                                                             
SUPPLEMENTAL INFORMATION
(Tabular dollar amounts in millions)
(unaudited)

                            Three Months Ended        Nine Months Ended
                            September 30,             September 30,
                            2013       2012 (b) (c)   2013        2012 (b) (c)
Reconciliation of net
income to Adjusted EBITDA
and Distributable Cash
Flow (a):
Net income                  $ 404      $   64         $ 1,241     $  1,287
Interest expense, net of      210          147          632          479
interest capitalized
Gain on deconsolidation       —            —            —            (1,057  )
of Propane Business
Gain on sale of AmeriGas      (87  )       —            (87   )      —
common units
Income tax expense from       47           27           139          36
continuing operations
Depreciation and              253          162          764          419
amortization
Non-cash compensation         12           10           36           31
expense
(Gains) losses on             —            —            (46   )      9
interest rate derivatives
Unrealized (gains) losses
on commodity risk             (8   )       (11   )      (45   )      60
management activities
Write-down of assets
included in loss from         —            145          —            145
discontinued operations
LIFO valuation adjustment     (6   )       —            (22   )      —
Loss on extinguishment of     —            —            —            115
debt
Equity in earnings of         (28  )       (8    )      (137  )      (64     )
unconsolidated affiliates
Adjusted EBITDA related
to unconsolidated             151          106          474          302
affiliates
Other, net                   (6   )      18         18         34      
Adjusted EBITDA               942          660          2,967        1,796
(consolidated)
Adjusted EBITDA related
to unconsolidated             (151 )       (106  )      (474  )      (302    )
affiliates
Distributions from            144          81           341          190
unconsolidated affiliates
Interest expense, net of      (210 )       (147  )      (632  )      (479    )
interest capitalized
Income tax expense from       (47  )       (27   )      (139  )      (36     )
continuing operations
Maintenance capital           (62  )       (69   )      (234  )      (170    )
expenditures
Other, net                   2          —          4          1       
Distributable Cash Flow       618          392          1,833        1,000
(consolidated)
Distributable Cash Flow
attributable to Sunoco        (121 )       —            (500  )      —
Logistics (100%)
Distributions from Sunoco     53           —            147          —
Logistics to ETP (d)
Distributions to ETE in       —            —            (50   )      —
respect of Holdco
Distributions to Regency
in respect of Lone Star      (23  )      (14   )     (62   )     (46     )
(e)
Distributable Cash Flow
attributable to the         $ 527     $   378       $ 1,368    $  954     
partners of ETP
                                                                             
Distributions to the
partners of ETP (f):
Limited Partners:
Common units held by        $ 253      $   224        $ 740       $  559
public
Common units held by ETE      45           45           223          135
Class H Units held by ETE     16           —            16           —
Holdings
General Partner interests     5            5            15           15
held by ETE
Incentive Distribution
Rights (“IDR”) held by        165          147          528          381
ETE
IDR relinquishment
related to previous          (21  )      (31   )     (107  )     (59     )
acquisitions
Total distributions to be
paid to the partners of       463          390          1,415        1,031
ETP
Distributions credited to    —          —          (68   )     —       
Holdco transactions (g)
Net distributions to the    $ 463     $   390       $ 1,347    $  1,031   
partners of ETP
Distribution coverage       1.14   x   0.97      x    1.02    x   0.93       x
ratio (h)
                                                                             

(a) Adjusted EBITDA and Distributable Cash Flow are non-GAAP financial
measures used by industry analysts, investors, lenders, and rating agencies to
assess the financial performance and the operating results of ETP’s
fundamental business activities and should not be considered in isolation or
as a substitute for net income, income from operations, cash flows from
operating activities, or other GAAP measures.

ETP previously reported Distributable Cash Flow only on a consolidated basis.
Effective June 30, 2013, ETP has revised its non-GAAP measures to include
Distributable Cash Flow attributable to the partners of ETP. ETP considers
Distributable Cash Flow attributable to the partners of ETP to be a useful
measure, as it more accurately depicts the cash flows available to be
distributed to ETP's partners, whereas Distributable Cash Flow on a
consolidated basis includes cash flows for which a portion would be
distributable to noncontrolling interests. The supplemental information
included herein provides both measures, as well as a reconciliation of both
measures to the GAAP measure of net income.

There are material limitations to using measures such as Adjusted EBITDA and
Distributable Cash Flow, including the difficulty associated with using either
as the sole measure to compare the results of one company to another, and the
inability to analyze certain significant items that directly affect a
company’s net income or loss or cash flows. In addition, our calculations of
Adjusted EBITDA and Distributable Cash Flow may not be consistent with
similarly titled measures of other companies and should be viewed in
conjunction with measurements that are computed in accordance with GAAP, such
as gross margin, operating income, net income, and cash flow from operating
activities.

Definition of Adjusted EBITDA

ETP defines Adjusted EBITDA as total partnership earnings before interest,
taxes, depreciation, amortization and other non-cash items, such as non-cash
compensation expense, gains and losses on disposals of assets, the allowance
for equity funds used during construction, unrealized gains and losses on
commodity risk management activities, non-cash impairment charges, loss on
extinguishment of debt, gain on deconsolidation of our Propane Business and
other non-operating income or expense items. Unrealized gains and losses on
commodity risk management activities include unrealized gains and losses on
commodity derivatives and inventory fair value adjustments (excluding lower of
cost or market adjustments). Adjusted EBITDA reflects amounts for less than
wholly-owned subsidiaries based on 100% of the subsidiaries’ results of
operations and for unconsolidated affiliates based on ETP’s proportionate
ownership.

Adjusted EBITDA is used by management to determine our operating performance
and, along with other financial and volumetric data, as internal measures for
setting annual operating budgets, assessing financial performance of our
numerous business locations, as a measure for evaluating targeted businesses
for acquisition and as a measurement component of incentive compensation.

Definition of Distributable Cash Flow

ETP defines Distributable Cash Flow as net income, adjusted for certain
non-cash items, less maintenance capital expenditures. Non-cash items include
depreciation and amortization, non-cash compensation expense, gains and losses
on disposals of assets, the allowance for equity funds used during
construction, unrealized gains and losses on commodity risk management
activities, non-cash impairment charges, loss on extinguishment of debt and
gain on deconsolidation of our Propane Business. Unrealized gains and losses
on commodity risk management activities includes unrealized gains and losses
on commodity derivatives and inventory fair value adjustments (excluding lower
of cost or market adjustments). Distributable Cash Flow reflects earnings from
unconsolidated affiliates on a cash basis.

Distributable Cash Flow is used by management to evaluate our overall
performance. Our partnership agreement requires us to distribute all available
cash, and Distributable Cash Flow is calculated to evaluate our ability to
fund distributions through cash generated by our operations.

On a consolidated basis, Distributable Cash Flow includes 100% of the
Distributable Cash Flow of ETP's consolidated subsidiaries. However, to the
extent that noncontrolling interests exist among ETP's subsidiaries, the
Distributable Cash Flow generated by ETP's subsidiaries may not be available
to be distributed to the partners of ETP. In order to reflect the cash flows
available for distributions to the partners of ETP, ETP has reported
Distributable Cash Flow attributable to the partners of ETP, which is
calculated by adjusting Distributable Cash Flow (consolidated), as follows:

  *For subsidiaries with publicly traded equity interests, Distributable Cash
    Flow (consolidated) includes 100% of Distributable Cash Flow attributable
    to such subsidiary, and Distributable Cash Flow attributable to the
    partners of ETP includes distributions to be received by the parent
    company with respect to the periods presented. Currently, Sunoco Logistics
    is the only such subsidiary.
  *For consolidated joint ventures or similar entities, where the
    noncontrolling interest is not publicly traded, Distributable Cash Flow
    (consolidated) includes 100% of Distributable Cash Flow attributable to
    such subsidiary, but Distributable Cash Flow attributable to the partners
    of ETP is net of distributions to be paid by the subsidiary to the
    noncontrolling interests. Currently, Lone Star is such a subsidiary, as it
    is 30% owned by Regency, which is an unconsolidated affiliate. Prior to
    April 30, 2013, Holdco was also such a subsidiary, as ETE held a
    noncontrolling interest in Holdco.

(b) In accordance with generally accepted accounting principles, amounts
previously reported for interim periods in 2012 have been revised to reflect
the retrospective consolidation of Southern Union into ETP as a result of the
Holdco Transaction as the transfer of Southern Union into Holdco met the
definition of a transaction between entities under common control. Thus,
Southern Union was retroactively consolidated beginning March 26, 2012, the
date that ETE completed its merger with Southern Union.

(c) ETP has presented Adjusted EBITDA and Distributable Cash Flow
(consolidated) in previous communications; however, ETP changed its definition
for these non-GAAP measures in the quarter ended December 31, 2012 to reflect
less than wholly-owned subsidiaries on a fully consolidated basis. Previously,
ETP presented less than wholly-owned subsidiaries on a proportionate basis.
This change has been applied retroactively to all periods presented. See
“Non-GAAP Measures” available on ETP’s web site at www.energytransfer.com for
the reconciliation of net income to Adjusted EBITDA for recent prior periods
reflecting the changes described above.

(d) For the three months ended September30, 2013, cash distributions to be
paid from Sunoco Logistics to ETP consist of cash distributions payable on
November 14, 2013 to holders of record on November 8, 2013 in respect of the
quarter ended September30, 2013.

For the nine months ended September30, 2013, cash distributions to be paid
from Sunoco Logistics to ETP consist of cash distributions paid on May15,
2013 in respect of the quarter ended March31, 2013, cash distributions paid
on August 14, 2013 in respect of the quarter ended June30, 2013, and cash
distributions payable on November 14, 2013 to holders of record on November 8,
2013 in respect of the quarter ended September30, 2013.

(e) Cash distributions to Regency in respect of Lone Star consist of cash
distributions paid on a quarterly basis. The amounts reflected above are in
respect of the periods then ended, including payments made in arrears
subsequent to period end.

(f) For the three months ended September30, 2013, cash distributions to be
paid to the partners of ETP consist of cash distributions payable on November
14, 2013 to holders of record on November 4, 2013 in respect of the quarter
ended September30, 2013. For the three months ended September30, 2012, cash
distributions to be paid to the partners of ETP consist of cash distributions
paid on November14, 2012 in respect of the quarter ended September30, 2012.

For the nine months ended September30, 2013, cash distributions to be paid to
the partners of ETP consist of cash distributions paid on May15, 2013 in
respect of the quarter ended March31, 2013, cash distributions paid on August
14, 2013 in respect of the quarter ended June30, 2013, and cash distributions
payable on November 14, 2013 to holders of record on November 4, 2013 in
respect of the quarter ended September30, 2013. For the nine months ended
September30, 2012, cash distributions paid to the partners of ETP consist of
cash distributions paid on May15, 2012 in respect of the quarter ended
March31, 2012, cash distributions paid on August14, 2012 in respect of the
quarter ended June30, 2012, and cash distributions paid on November14, 2012
in respect of the quarter ended September30, 2012.

(g) For the nine months ended September30, 2013, net distributions to the
partners of ETP excluded distributions paid in respect of the quarter ended
March31, 2013 on 49.5 million ETP Common Units issued to ETE as a portion of
the consideration for ETP's acquisition of ETE's interest in Holdco on April
30, 2013. These newly issued ETP Common Units received cash distributions on
May15, 2013; however, such distributions were reduced from the total cash
portion of the consideration paid to ETE in connection with the April 30, 2013
Holdco transaction.

(h) Distribution coverage ratio is calculated as Distributable Cash Flow
attributable to the partners of ETP divided by net distributions to the
partners of ETP.


SUMMARY ANALYSIS OF QUARTERLY RESULTS BY SEGMENT
(Tabular amounts in millions)
(unaudited)


Our segment results were presented based on the measure of Segment Adjusted
EBITDA. The tables below identify the components of Segment Adjusted EBITDA,
which was calculated as follows:

  *Gross margin, operating expenses, and selling, general and administrative.
    These amounts represent the amounts included in our consolidated financial
    statements that are attributable to each segment.
  *Unrealized gains or losses on commodity risk management activities. These
    are the unrealized amounts that are included in cost of products sold to
    calculate gross margin. These amounts are not included in Segment Adjusted
    EBITDA; therefore, the unrealized losses are added back and the unrealized
    gains are subtracted to calculate the segment measure.
  *Non-cash compensation expense. These amounts represent the total non-cash
    compensation recorded in operating expenses and selling, general and
    administrative. This expense is not included in Segment Adjusted EBITDA
    and therefore is added back to calculate the segment measure.
  *Adjusted EBITDA related to unconsolidated affiliates. These amounts
    represent our proportionate share of the Adjusted EBITDA of our
    unconsolidated affiliates. Amounts reflected are calculated consistently
    with our definition of Adjusted EBITDA above.

                                                Three Months Ended
                                                 September 30,
                                                 2013           2012
Segment Adjusted EBITDA:
Intrastate transportation and storage            $ 108           $ 121
Interstate transportation and storage              310             324
Midstream                                          125             134
NGL transportation and services                    100             50
Investment in Sunoco Logistics                     181             —
Retail marketing                                   100             —
All other                                         18            31        
                                                 $ 942          $ 660       
                                                                 
Intrastate Transportation and Storage
                                                                 
                                                Three Months Ended
                                                 September 30,
                                                 2013            2012
Natural gas transported (MMBtu/d)                  9,438,372       9,942,575
Revenues                                         $ 553           $ 556
Cost of products sold                             385           362       
Gross margin                                       168             194
Unrealized gains on commodity risk management      (6        )     (13       )
activities
Operating expenses, excluding non-cash             (45       )     (45       )
compensation expense
Selling, general and administrative expenses,      (9        )     (13       )
excluding non-cash compensation expense
Adjusted EBITDA related to unconsolidated         —             (2        )
affiliates
Segment Adjusted EBITDA                          $ 108          $ 121       
                                                                 
Distributions from unconsolidated affiliates     $ 2             $ 2
                                                                             

Segment Adjusted EBITDA for the intrastate transportation and storage segment
decreased for the three months ended September30, 2013 compared to the same
period last year primarily due to a $19 million decrease in transportation
fees due to lower volumes from the cessation of certain long-term
transportation contracts and lower volumes transported through our pipeline
systems as a result of a continued unfavorable natural gas price environment.
This decrease in gross margin was partially offset by a decrease in selling,
general and administrative expenses of $4 million due to the impact of certain
cost reduction initiatives.

Interstate Transportation and Storage

                                                Three Months Ended
                                                 September 30,
                                                 2013           2012
Natural gas transported (MMBtu/d)                  6,081,246       6,637,914
Natural gas sold (MMBtu/d)                         22,467          16,976
Revenues                                         $ 311           $ 321
Operating expenses, excluding non-cash
compensation, amortization and accretion           (83       )     (58       )
expenses
Selling, general and administrative expenses,
excluding non-cash compensation, amortization      (23       )     (40       )
and accretion expenses
Adjusted EBITDA related to unconsolidated         105           101       
affiliates
Segment Adjusted EBITDA                          $ 310          $ 324       
                                                                 
Distributions from unconsolidated affiliates     $ 65            $ 56
                                                                             

Segment Adjusted EBITDA for the interstate transportation and storage segment
decreased for the three months ended September30, 2013 compared to the same
period last year primarily due to a $10 million decrease in revenues and a $25
million increase in operating expenses, excluding non-cash amounts. Revenues
decreased due to overall lower capacity sold and lower rates, slightly offset
by higher revenues and volumes transported on the Sea Robin and Trunkline Gas
pipelines. The increase in operating expenses reflected higher operating and
maintenance expenses, higher fuel consumption costs and other operating
expenses, including an unfavorable true-up adjustment to ad valorem taxes.
These unfavorable variances were partially offset by lower selling, general
and administrative expenses primarily due to the impact of certain cost
reduction initiatives.

Midstream

                                                Three Months Ended
                                                 September 30,
                                                 2013           2012
Gathered volumes (MMBtu/d):
ETP legacy assets                                  2,745,362       2,463,987
Southern Union gathering and processing            —               434,452
NGLs produced (Bbls/d):
ETP legacy assets                                  114,968         83,736
Southern Union gathering and processing            —               32,276
Equity NGLs produced (Bbls/d):
ETP legacy assets                                  11,777          15,890
Southern Union gathering and processing            —               7,502
Revenues                                         $ 939           $ 864
Cost of products sold                             777           682       
Gross margin                                       162             182
Unrealized (gains) losses on commodity risk        (1        )     1
management activities
Operating expenses, excluding non-cash             (29       )     (37       )
compensation expense
Selling, general and administrative expenses,      (7        )     (16       )
excluding non-cash compensation expense
Adjusted EBITDA attributable to discontinued       —               5
operations
Adjusted EBITDA related to unconsolidated         —             (1        )
affiliates
Segment Adjusted EBITDA                          $ 125          $ 134       
                                                                             

Segment Adjusted EBITDA for midstream decreased for the three months ended
September30, 2013 compared to the same period last year primarily due to a
$25 million negative impact from the deconsolidation of Southern Union’s
gathering and processing operations on April 30, 2013, as discussed below,
which offset the increased earnings from ETP’s legacy assets. The decrease in
gross margin was partially offset by decreases in operating expenses and
selling, general and administrative expenses related to the deconsolidation of
Southern Union’s gathering and processing operations.

Segment Adjusted EBITDA for the midstream segment reflected a decrease in
gross margin as follows:

                                             Three Months Ended
                                              September 30,
                                              2013      2012
Gathering and processing fee-based revenues   $  116     $ 89
Non fee-based contracts and processing           52        100
Other                                           (6  )    (7  )
Total gross margin                            $  162    $ 182 
                                                               

Midstream gross margin for the three months ended September30, 2013 compared
to the same period last year reflected increases in fee-based revenues of $37
million due to increased production in the Eagle Ford Shale, partially offset
by a $3 million decrease from lower volumes on our Louisiana assets and a $6
million decrease from the deconsolidation of Southern Union’s gathering and
processing operations on April 30, 2013. Non fee-based gross margin decreased
primarily due to the deconsolidation of Southern Union’s gathering and
processing operations on April 30, 2013.

NGL Transportation and Services

                                                    Three Months Ended
                                                     September 30,
                                                     2013         2012
NGL transportation volumes (Bbls/d)                    340,483       174,234
NGL fractionation volumes (Bbls/d)                     96,608        11,442
Revenues                                             $ 548         $ 168
Cost of products sold                                 426         101     
Gross margin                                           122           67
Unrealized losses on commodity risk management         1             —
activities
Operating expenses, excluding non-cash                 (19     )     (13     )
compensation expense
Selling, general and administrative expenses,          (6      )     (5      )
excluding non-cash compensation expense
Adjusted EBITDA related to unconsolidated             2           1       
affiliates
Segment Adjusted EBITDA                              $ 100        $ 50      
                                                                   
Distributions from unconsolidated affiliates         $ 1           $ —
                                                                             

Segment Adjusted EBITDA for the NGL transportation and services segment
increased for the three months ended September30, 2013 compared to the same
period last year primarily due to higher gross margin, as discussed below,
partially offset by higher operating expenses from new assets placed in
service.

Segment Adjusted EBITDA for the NGL transportation and services segment
reflected an increase in gross margin as follows:

                                     Three Months Ended
                                      September 30,
                                      2013      2012
Storage margin                        $  33      $  35
Transportation margin                    49         21
Processing and fractionation margin      38         12
Other margin                            2         (1 )
Total gross margin                    $  122     $  67 
                                                       

Transportation margin increased as a result of higher volumes transported due
to the completion of the Gateway pipeline resulting in increased margin of $20
million for the three months ended September30, 2013. The completion of our
Justice pipeline connection to Mont Belvieu, Texas and additional NGL
production from our processing plants accounted for the remainder of the
increase in transportation margin.

Processing and fractionation margin primarily increased due to the startup of
Lone Star’s fractionator at Mont Belvieu, Texas in December 2012.

Investment in Sunoco Logistics

                                                           Three Months Ended
                                                            September 30,
                                                            2013         2012
Revenue                                                     $  4,528      $  —
Cost of products sold                                         4,287       —
Gross margin                                                   241           —
Unrealized gains on commodity risk management activities       (8     )      —
Operating expenses, excluding non-cash compensation            (36    )      —
expense
Selling, general and administrative expenses, excluding        (29    )      —
non-cash compensation expense
Adjusted EBITDA related to unconsolidated affiliates          13          —
Segment Adjusted EBITDA                                     $  181       $  —
                                                                          
Distributions from unconsolidated affiliates                $  3          $  —
                                                                             

We obtained control of Sunoco Logistics Partners L.P. on October 5, 2012 in
connection with our acquisition of Sunoco, Inc.; therefore, no comparative
results were reflected in our financial statements.

Retail Marketing

                                                           Three Months Ended
                                                            September 30,
                                                            2013         2012
Total retail gasoline outlets, end of period                  4,972          —
Total company-operated outlets, end of period                 443            —
Gasoline and diesel throughput per company-operated site      202,500        —
(gallons/month)
Revenue                                                     $ 5,298       $  —
Cost of products sold                                        5,066        —
Gross margin                                                  232            —
Unrealized losses on commodity risk management activities     1              —
Operating expenses, excluding non-cash compensation           (103    )      —
expense
Selling, general and administrative expenses, excluding       (25     )      —
non-cash compensation expense
LIFO valuation adjustment                                     (6      )      —
Adjusted EBITDA related to unconsolidated affiliates         1            —
Segment Adjusted EBITDA                                     $ 100        $  —
                                                                             

We acquired our retail marketing segment on October 5, 2012 in connection with
our acquisition of Sunoco, Inc.; therefore, no comparative results were
reflected in our financial statements.

All Other

                                                           Three Months Ended
                                                            September 30,
                                                            2013      2012
Revenue                                                     $  95      $ 104
Cost of products sold                                         87      85  
Gross margin                                                   8         19
Unrealized losses on commodity risk management activities      5         1
Operating expenses, excluding non-cash compensation            (11 )     (18 )
expense
Selling, general and administrative expenses, excluding        (26 )     3
non-cash compensation expense
Adjusted EBITDA attributable to discontinued operations        12        27
Adjusted EBITDA related to unconsolidated affiliates           31        3
Elimination                                                   (1  )    (4  )
Segment Adjusted EBITDA                                     $  18     $ 31  
                                                                       
Distributions from unconsolidated affiliates                $  73      $ 23
                                                                             

Amounts reflected above primarily include:

  *our investment in AmeriGas;
  *our natural gas compression operations;
  *an approximate 30% non-operating interest in PES, a refining joint
    venture, effective upon our acquisition of Sunoco on October 5, 2012; and,
  *our investment in Regency related to the Regency common and Class F units
    received by Southern Union in exchange for the contribution of its
    interest in Southern Union Gathering Company, LLC to Regency on April 30,
    2013.

Adjusted EBITDA attributable to discontinued operations reflected the results
of Southern Union's local distribution operations.

Adjusted EBITDA related to unconsolidated affiliates reflected the results
from our investments in AmeriGas, PES and Regency beginning in January 2012,
October 2012, and April 2013, respectively. Additional information related to
unconsolidated affiliates is provided below in “Supplemental Information on
Unconsolidated Affiliates.”

The increase in distributions from unconsolidated affiliates was primarily due
to cash distributions from our ownership in Regency and PES of $14 million and
$40 million, respectively, during the third quarter of 2013.


SUPPLEMENTAL INFORMATION ON CAPITAL EXPENDITURES
(Tabular amounts in millions)
(unaudited)


The following is a summary of capital expenditures recorded during the nine
months ended September 30, 2013:

                                       Growth   Maintenance  Total
Intrastate transportation and storage   $ 1       $    22       $ 23
Interstate transportation and storage     37           48         85
Midstream^(1)                             412          36         448
NGL transportation and services^(2)       342          12         354
Investment in Sunoco Logistics            598          37         635
Retail marketing                          41           47         88
All other (including eliminations)       12          32        44
Total capital expenditures              $ 1,443   $    234      $ 1,677
                                                                  

^(1) Amounts reflected above for the midstream segment include growth and
maintenance capital expenditures of $95 million and $10 million, respectively,
incurred by Southern Union’s gathering and processing operations prior to
deconsolidation on April 30, 2013.

^(2) We received $100 million in capital contributions from Regency related to
their 30% share of Lone Star.

We currently expect capital expenditures for the full year 2013 to be within
the following ranges:

                                       Growth             Maintenance
                                        Low      High      Low    High
Intrastate transportation and storage   $ 5       $ 5       $ 25    $ 30
Interstate transportation and storage     40        50        75      90
Midstream^(1)                             455       475       40      45
NGL transportation and services^(2)       420       425       15      20
Investment in Sunoco Logistics            880       920       60      65
Retail marketing                          65        75        65      75
All other (including eliminations)       20       25       40     45
Total capital expenditures              $ 1,885   $ 1,975   $ 320   $ 370
                                                                      

^(1) Amounts reflected above for the midstream segment include growth and
maintenance capital expenditures of $95 million and $10 million, respectively,
incurred by Southern Union’s gathering and processing operations prior to
deconsolidation on April 30, 2013.

^(2) We expect to receive $120 million in capital contributions from Regency
related to their 30% share of Lone Star.

                                                                    
SUPPLEMENTAL INFORMATION ON UNCONSOLIDATED AFFILIATES
(In millions)
(unaudited)

                                                            Three Months Ended
                                                            September 30,
                                                            2013       2012
Equity in earnings (losses) of unconsolidated affiliates:
AmeriGas                                                    $  (19 )   $ (32 )
Citrus                                                         28        25
FEP                                                            14        15
Regency                                                        8         —
Other                                                         (3  )    —   
Total equity in earnings of unconsolidated affiliates       $  28     $ 8   
Proportionate share of interest, depreciation,
amortization, non-cash compensation expense, loss on debt
extinguishment and taxes:
AmeriGas                                                    $  28      $ 36
Citrus                                                         57        56
FEP                                                            6         5
Regency                                                        18        —
Other                                                         14      1   
Total proportionate share of interest, depreciation,
amortization, non-cash compensation expense, loss on debt   $  123    $ 98  
extinguishment and taxes
Adjusted EBITDA related to unconsolidated affiliates:
AmeriGas                                                    $  9       $ 4
Citrus                                                         85        81
FEP                                                            20        20
Regency                                                        26        —
Other                                                         11      1   
Total Adjusted EBITDA related to unconsolidated             $  151    $ 106 
affiliates
Distributions received from unconsolidated affiliates:
AmeriGas                                                    $  19      $ 24
Citrus                                                         47        38
FEP                                                            18        18
Regency                                                        14        —
Other                                                         46      1   
Total distributions received from unconsolidated            $  144    $ 81  
affiliates

Contact:

Investor Relations:
Energy Transfer
Brent Ratliff, 214-981-0700
or
Media Relations:
Granado Communications Group
Vicki Granado, 214-599-8785
214-498-9272 (cell)