Energy Transfer 2011 Annual Report Download

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For Energy Transfer Partners, 2011 was a year of
positioning the partnership to capitalize on expanded
growth opportunities for our Unitholders through
strategic acquisitions and well-timed divestures that have
made us a better-balanced partnership with a sharpened
focus on what we do best: the transmission of natural gas
and natural gas liquids.
Today, we stand as one of the strongest master limited
partnerships in the energy sector with more than $15
billion in assets in natural gas producing basins stretching
from the San Juan Basin out west, to the Eagle Ford and
Barnett Shales in Texas, to the Haynesville Shale in Louisiana
up to the Marcellus Shale in the Northeast.
Our partnership began a strategic transformation in 2011 as
we expanded our presence in the NGL market, streamlined
our business by contributing the propane business to
AmeriGas, and announced an agreement to obtain 50% of
Citrus Corp., which will extend our footprint into Florida.
We made a strong entrance
into the natural gas liquids business when we purchased a
70% interest in LDH Energy Asset Holdings from Louis
Dreyfus Highbridge Energy through a joint venture with
Regency Energy Partners (NYSE: RGP). Later named Lone
Star NGL, this joint venture has resulted in excellent cash
flow and robust growth opportunities for the JV as well as
for Energy Transfer.
Lone Star announced several NGL expansion projects
including the 570-mile West Texas Gateway pipeline and a
100,000 barrels per day fractionation facility at Mont
Belvieu, one of the largest NGL storage and trading
complexes in North America. In addition to Lone Star’s
NGL assets, Energy Transfer brought on line two NGL
pipelines in 2011 and began construction on a third.
The announced contribution of
our propane business to AmeriGas in exchange for
approximately $2.8 billion allowed us to become a more
focused provider of natural gas and natural gas liquids
transmission and related services. This reduced our overall
business risk and increased the percentage of revenue
attributable to fee-based operations with long-term
contracts supported by high-credit-quality customers.
We entered into an agreement
to acquire a 50% interest in Citrus through a dropdown
acquisition from Energy Transfer Equity in conjunction with
its acquisition of Southern Union Company, one of the
nation’s leading natural gas companies. Both acquisitions are
on track to close in early 2012. Citrus owns 100% of Florida
Gas Transmission – a 5,000-mile pipeline system that can
deliver 2.3 Bcf/d of natural gas – which complements our
existing assets along the Gulf Coast and extends our
footprint further east into the Florida market.
In 2011, we began to see the financial impact of the
long-term, fee-based contracts in place on both our Tiger
Pipeline and the Fayetteville Express Pipeline. These
fixed-fee contracts, which range from 10 years to 15 years,
translate to strong distributable cash flow for years to come.
As we move forward and continue to expand our diverse
portfolio of quality natural gas assets, our management team
remains committed to maintaining a strong balance sheet
with stable cash flows and investment-grade metrics,
growing our distributions to Unitholders, and continuing to
provide attractive investor returns. Thank you for being an
important part of Energy Transfer.
Kelcy L. Warren
Chairman of the Board and Chief Executive Officer
Energy Transfer Partners, L.P.
3738 Oak Lawn Avenue
Dallas, Texas 75219
214-981-0700 phone
214-981-0703 fax
www.energytransfer.com

Table of contents

  • Page 1

  • Page 2
    ... and efficiently get our energy resources to those who need them. Energy Transfer Partners is one of the largest master limited partnerships in the United States with approximately 18,000 miles of natural gas and natural gas liquids pipelines, and an equity market capitalization of approximately...

  • Page 3
    ... to fee-based operations with long-term contracts supported by high-credit-quality customers. Extended Footprint. We entered into an agreement to acquire a 50% interest in Citrus through a dropdown acquisition from Energy Transfer Equity in conjunction with its acquisition of Southern Union Company...

  • Page 4
    ... AsseBs Energy Transfer Pipeline Florida Gas Transmission* Fayetteville Express Pipeline* Lone Star NGL* Lone Star NGL Expansion * Storage Facility Processing Treating Gas Hub Lone Star NGL Facility * Assets shown are post Southern Union close March 2012. *Via joint venture interest Regency Energy...

  • Page 5
    ... Woodford Shale Karnes County Processing Plant Eagle Ford Shale West Texas Gateway Eagle Ford Shale and Permian Basin Frac I and II Eagle Ford Shale Godley Expansion Woodford and Barnett Shales *Lone Star NGL is 70% owned by ETP Description ETP Natural gas processing plant located in Fayette County...

  • Page 6
    ... of each class Common Units Name of each exchange on which registered New York Stock Exchange ENERGY TRANSFER PARTNERS, L.P. 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...

  • Page 7
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  • Page 8
    ...  ITEM 9A.  CONTROLS AND PROCEDURES  ITEM 9B.   OTHER INFORMATION  ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE  ITEM 11.  EXECUTIVE COMPENSATION  ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED UNITHOLDER MATTERS...

  • Page 9
    [THIS PAGE INTENTIONALLY LEFT BLANK]

  • Page 10
    ... thermal unit, an energy measurement used by gas companies to convert the volume of gas Btu   Capacity   MMBtu   capacity of a pipeline, processing plant or storage facility refers to the maximum capacity under normal operating conditions and, with respect to pipeline transportation...

  • Page 11
    ... those activities are as follows: • Natural gas operations, including the following: • • natural gas midstream and intrastate transportation and storage through La Grange Acquisition, L.P., which conducts business under the assumed name of Energy Transfer Company ("ETC OLP"); and interstate...

  • Page 12
    ... to ETP-Regency LLC to fund our 70% share of the purchase price. Subsequent to closing, ETP-Regency LLC was renamed Lone Star NGL LLC. Completed construction of the 400 MMcf/d expansion of our Tiger pipeline ahead of schedule. The Tiger pipeline expansion was placed in service on August 1, 2011...

  • Page 13
    ...Merger Agreement, ETE has granted us a right of first offer with respect to any disposition by ETE or SUG of Southern Union Gas Services, a subsidiary of SUG that owns and operates a natural gas gathering and processing system serving the Permian Basin in West Texas and New Mexico. Lone Star's West...

  • Page 14
    ... of Eagle Ford Shale Projects In April 2011, we announced that we had entered into long-term fee-based agreements with multiple producers, including Rosetta Resources Operating LP, SM Energy Company, and a subsidiary of Anadarko Petroleum Corporation, to provide natural gas gathering, processing...

  • Page 15
    ...the customer, (iii) fuel retention based on a percentage of gas transported on the pipeline, or (iv) a combination of the three, generally payable monthly. We also generate revenues and margin from the sale of natural gas to electric utilities, independent power plants, local distribution companies...

  • Page 16
    ... intrastate and interstate pipelines, the ET Fuel System is strategically located near high-growth production areas and provides access to the Waha Hub near Midland, Texas, the Katy Hub near Houston, Texas and the Carthage Hub in East Texas, the three major natural gas trading centers in Texas. The...

  • Page 17
    ...of Texas, East Texas and the western Gulf of Mexico, and is directly connected to major gas distribution, electric and industrial load centers in Houston, Corpus Christi, Texas City and other cities located along the Gulf Coast of Texas. The HPL System is well situated to gather and transport gas in...

  • Page 18
    ...directional capabilities The Transwestern pipeline is an open-access interstate natural gas pipeline extending from the gas producing regions of West Texas, eastern and northwestern New Mexico, and southern Colorado primarily to pipeline interconnects off the east end of its system and to pipeline...

  • Page 19
    ... pipeline companies, thereby generating gross margins based upon the difference between the purchase and resale prices of natural gas, less the costs of transportation. For the off-system gas, we purchase gas or act as an agent for small independent producers that may not have marketing operations...

  • Page 20
    .../d NGL capacity 20% non-operating interest held by Lone Star Sea Robin is a cryogenic rich gas processing plant located on the Sea Robin Pipeline in southern Louisiana. The plant, which is connected to nine interstate and four intrastate residue pipelines as well as various deep-water production...

  • Page 21
    ... through pipelines, trucks, rail car and barges. End-users of NGL products include petrochemical, refining companies and end-use propane customers.  Demand for natural gas. Natural gas continues to be a critical component of energy consumption in the United States. According to data released in...

  • Page 22
    ... and other pipelines. NGL transportation. NGL transportation pipelines transport mixed NGLs and other hydrocarbons from natural gas processing facilities to fractionation plants and storage facilities.  NGL storage. NGL storage facilities are used for the storage of mixed NGLs, NGL products and...

  • Page 23
    ...), storage and other services. The Transwestern and Tiger pipelines transport natural gas in interstate commerce and thus both pipelines qualify as a "natural gas company" under the NGA subject to the FERC's regulatory jurisdiction. We also hold a joint venture interest in the Fayetteville Express...

  • Page 24
    ... by an intrastate natural gas pipeline on behalf of a local distribution company or an interstate natural gas pipeline. The rates, terms and conditions of some transportation and storage services provided on the Oasis pipeline, HPL System, East Texas pipeline and ET Fuel System are subject to...

  • Page 25
    ... pipeline facilities. Louisiana's Pipeline Operations Section of the Department of Natural Resources' Office of Conservation is generally responsible for regulating intrastate pipelines and gathering facilities in Louisiana and has authority to review and authorize natural gas transportation...

  • Page 26
    ... such transportation. Environmental Matters The operation of pipelines, plants and other facilities for gathering, compressing, treating, processing or transporting natural gas, NGLs and other products is subject to stringent and complex federal, state and local environmental and safety laws and...

  • Page 27
    ... and processing of natural gas and NGLs. Although we used operating and disposal practices that were standard in the industry at the time, petroleum hydrocarbons or wastes may have been disposed of or released on or under the properties owned or leased by us, or on or under other locations where...

  • Page 28
    ...greenhouse gas sources in the United States on an annual basis, beginning in 2011 for emissions occurring after January 1, 2010. On November 8, 2010, the EPA adopted an expansion of its greenhouse gas reporting rule to include onshore oil and natural gas production, processing, transmission, storage...

  • Page 29
    ... were contributed to AmeriGas on January 12, 2012; therefore, our employee headcount as of January 31, 2012 excluded employees of the retail propane operations. SEC Reporting We file or furnish annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any related...

  • Page 30
    ...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; the price of natural gas and NGLs; the relationship between natural gas and NGL prices...

  • Page 31
    ... these ETP Common Units from time to time in one or more public offerings, direct placements or by other means. Our debt level and debt agreements may limit our ability to make distributions to Unitholders and may limit our future financial and operating flexibility. As of December 31, 2011, we...

  • Page 32
    ...may cause the trading price of our Common Units to decline. The credit and risk profile of our General Partner and its owners could adversely affect our credit ratings and profile. The credit and business risk profiles of our General Partner, and of ETE as the indirect owner of our General Partner...

  • Page 33
     current market price. As a consequence, a Unitholder may be required to sell his Common Units at an undesirable time or price. The General Partner may assign this purchase right to any of its affiliates or to us. The interruption of distributions to us from our operating subsidiaries and equity ...

  • Page 34
    ...result controls us. ETE also owns the general partner of Regency, a publicly traded partnership with which we compete in the natural gas gathering, processing and transportation business. The directors and officers of our General Partner and its affiliates have fiduciary duties to manage our General...

  • Page 35
    ... with us with respect to our natural gas operations. Additionally, two directors of Regency GP LLC currently serve as directors of LE GP, LLC, the general partner of ETE. Risks Related to Our Business We do not control, and therefore may not be able to cause or prevent certain actions by, certain...

  • Page 36
    ... our year ended December 31, 2011 ranged from a high of approximately $1.36 per gallon to a low of approximately $1.15 per gallon. Our Oasis pipeline, East Texas pipeline, ET Fuel System and HPL System receive fees for transporting natural gas for our customers. Although a significant amount of the...

  • Page 37
    ...natural gas production; the availability of imported oil, natural gas and NGLs; actions taken by foreign oil and gas producing nations; the availability of local transportation systems; the price, availability and marketing of competitive fuels; the demand for electricity; the impact of energy...

  • Page 38
    ... greatly affect production rates and investments by third parties in the development of new oil and natural gas reserves. Drilling activity and production generally decrease as oil and natural gas prices decrease. We have no control over the level of drilling activity in our areas of operation, the...

  • Page 39
    ... accretive, those acquisitions may in fact adversely affect our results of operations or result in a decrease in distributable cash flow per unit. Any acquisition involves potential risks, including the risk that we may fail to realize anticipated benefits, such as new customer relationships, cost...

  • Page 40
    ...transport certain minimum volumes of natural gas on pipelines in our ET Fuel System. We also have an eight-year fee-based transportation contract with Luminant Energy Company LLC ("Luminant") to transport natural gas on the ET Fuel System. We have also entered into two eight-year natural gas storage...

  • Page 41
    ... for our products. The rates, terms and conditions of some of the transportation and storage services we provide on the HPL System, the East Texas pipeline, the Oasis pipeline and the ET Fuel System are subject to FERC regulation under Section 311 of the NGPA. Under Section 311, rates charged for...

  • Page 42
    ...a pipeline's owners have such actual or potential income tax liability will be reviewed by the FERC on a case-by-case basis. Under the FERC's policy, we thus remain eligible to include an income tax allowance in the tariff rates we charge for interstate natural gas transportation. The application of...

  • Page 43
    ... terms and conditions of service; the types of services interstate pipelines may offer their customers; construction of new facilities; acquisition, extension or abandonment of services or facilities; reporting and information posting requirements; accounts and records; and relationships with...

  • Page 44
    ... cause us to incur increased capital expenditures and operating costs, which may be significant. On July 28, 2011, the U.S. Environmental Protection Agency ("EPA") proposed rules that would establish new air emission controls for oil and natural gas production and natural gas processing operations...

  • Page 45
    ... other forms of energy available to our customers and end-users, including for example, electricity, coal and fuel oils. The primary competitive factor is price. Changes in the availability or price of natural gas and other forms of energy, the level of business activity, conservation, legislation...

  • Page 46
    ...our management to renew or replace our current contracts as they expire and to respond appropriately to changing market conditions could have a negative effect on our profitability. Our natural gas storage business may depend on neighboring pipelines to transport natural gas. To obtain natural gas...

  • Page 47
    ... of acquired assets or businesses; changes in laws and regulations, including safety, tax, consumer protection and accounting matters; competitive pressures from the same and alternative energy sources; failure to acquire new customers and retain current customers thereby reducing or limiting any...

  • Page 48
    ... management, use of automatic and remote-controlled shut-off valves, leak detection systems, sufficiency of existing regulation of gathering pipelines, use of excess flow valves, verification of maximum allowable operating pressure, incident notification, and other pipeline-safety related rules...

  • Page 49
    ... applicable effective tax rate, and non-U.S. persons will be required to file United States federal and state income tax returns and generally pay United States federal and state income tax on their share of our taxable income. We treat each purchaser of Common Units as having the same tax benefits...

  • Page 50
    ... Units or result in audit adjustments to the tax returns of our Unitholders without the benefit of additional deductions. The sale or exchange of 50% or more of our capital and profit interests during any twelve month period will result in the termination of our partnership for federal income tax...

  • Page 51
    ... from such acquisition and could be exacerbated by volatility in the credit or debt capital markets; a failure to realize anticipated benefits, such as increased distributable cash flow per unit, enhanced competitive position or new customer relationships; a decrease in our liquidity by using...

  • Page 52
    ...SUG and the directors of both ETP and ETE as defendants. Specifically, the plaintiff alleges that the Citrus Acquisition and the contribution of the Propane Business to AmeriGas involved an unfair price and alleges deficiencies in the process by which the named directors and officers conducted those...

  • Page 53
    ... properties and state highways, as applicable. In some cases, properties on which our pipelines were built were purchased in fee. We also own and operate multiple natural gas and NGL storage facilities and own or lease other processing, treating and conditioning facilities in connection with our...

  • Page 54
    ... are eliminated in our consolidated financial statements. Although no plans are currently in place, management may evaluate whether to retire the Class E Units at a future date. As of December 31, 2011, our General Partner owned an approximate 1.5% general partner interest in us and the holders...

  • Page 55
    ... under our credit facilities and in all cases used solely for working capital purposes or to pay distributions to partners. Available Cash is more fully defined in our Partnership Agreement, which is an exhibit to this report. Operating Surplus and Capital Surplus General. All cash distributed...

  • Page 56
    ...Cash from capital surplus as if they were from operating surplus. Our Partnership Agreement treats a distribution of capital surplus as the repayment of the initial unit price from the initial public offering, which is a return of capital. The initial public offering price per Common Unit less any...

  • Page 57
    ... continuing operations 697,162 Basic net income per limited partner unit 1.10 Diluted net income per limited partner unit 1.10 Cash distributions per unit 3.58 Balance Sheet Data (at period end):  Total assets 15,518,616 Long-term debt, less current maturities 7,388,170 Total equity 6,350...

  • Page 58
    ... intrastate transportation and storage through La Grange Acquisition, L.P., which conducts business under the assumed name of Energy Transfer Company ("ETC OLP"); and interstate natural gas transportation services through Energy Transfer Interstate Holdings, LLC ("ET Interstate"). ET Interstate is...

  • Page 59
    ...if any, is typically sold at market prices. In addition to transport fees, we generate revenue from purchasing natural gas and transporting it across our system. The natural gas is then sold to electric utilities, independent power plants, local distribution companies, industrial end-users and other...

  • Page 60
    ... some cases we must purchase it. Therefore, lower gas prices generally result in higher processing margins. We conduct marketing operations in which we market certain of the natural gas that flows through our assets, referred to as on-system gas. We also attract other customers by marketing volumes...

  • Page 61
     changes in wholesale propane prices. Our propane business is largely seasonal and dependent upon weather conditions in our service areas. We use information published by the National Oceanic and Atmospheric Administration ("NOAA") to gather heating degree day data to analyze how our sales volumes ...

  • Page 62
    ... expense, net of interest capitalized Gains (losses) on non-hedged interest rate derivatives Income tax expense Non-cash compensation expense Allowance for equity funds used during construction Unrealized losses on commodity risk management activities Impairment of investments in affiliates...

  • Page 63
    ...Item 1. Business" and Notes 1 and 12 to our consolidated financial statements. In addition, following the acquisition of all of the membership interests in LDH on May 2, 2011, we have added an NGL transportation and services segment, which includes all of Lone Star's results of operations.  Selling...

  • Page 64
    ... gas price environment and lower basis differentials primarily between the West and East Texas market hubs offset by increased volumes from rich natural gas shale formations primarily in the Eagle Ford and certain areas of the Barnett Shale. The average spot price difference between these locations...

  • Page 65
    ... $ Change 1,183,893 (1,355) 154,324 (8,521) (14,314) 21,893 153,382  Volumes. Transported volumes for our interstate transportation segment increased primarily due to an increase in transported volumes of 1,270,656 MMBtu/d on the Tiger pipeline in 2011. The Tiger pipeline was placed in service in...

  • Page 66
    ... volumes at our La Grange plant as a result of more favorable processing conditions and more production by our customers in the Eagle Ford Shale area in south Texas. The decrease in equity NGL production was primarily due to a higher concentration of volumes billed under fee-based contracts in 2011...

  • Page 67
    ... a decrease in employee costs of $2.1 million. NGL Transportation and Services   NGL transportation volumes (Bbls/d) NGL fractionation volumes (Bbls/d) Revenues Cost of products sold Gross margin Operating expenses, excluding non-cash compensation expense Selling, general and administrative...

  • Page 68
    ... on financial instruments used in our commodity price risk management activities. These decreases were slightly offset by a $3.4 million increase in other retail propane related gross profit. Operating Expenses, Excluding Non-Cash Compensation Expense. Operating expenses increased primarily...

  • Page 69
    ... units. Allowance for Equity Funds Used During Construction. Allowance for equity funds used during construction increased during 2010 primarily due to construction on the Tiger pipeline, which was placed in service in December 2010. Unrealized Gain (Losses) on Commodity Risk Management Activities...

  • Page 70
    ... 2010.  Segment Operating Results Intrastate Transportation and Storage   Natural gas transported (MMBtu/d) Revenues Cost of products sold Gross margin Unrealized losses on commodity risk management activities Operating expenses, excluding non-cash compensation expense Selling, general and...

  • Page 71
    ... volumes retained as a fee at the current market price; the cost of consumed fuel is included in operating expenses. Although retention volumes were lower in 2010 compared to 2009, retention revenue increased $5.8 million due to more favorable pricing. Our average retention price for physical gas...

  • Page 72
    ... (24,397) 1,952 (8,439) (8,678 ) Volumes. Average daily transportation volumes on Transwestern decreased in 2010 as compared to 2009 primarily due to less favorable market conditions for transporting natural gas to West delivery points. Tiger pipeline was placed into service in December 2010, and...

  • Page 73
    ... and processing fee-based revenues. Increased volumes in our North Texas system resulted in increased feebased margin of $24.1 million. Additionally, increased volumes resulting from our recent acquisitions and other growth capital expenditures located in Louisiana and West Virginia provided...

  • Page 74
    ... partner related to its 30% interest in Lone Star. • We do not expect to make any growth capital expenditures in 2012 related to our interstate transportation segment. The assets used in our natural gas operations, including pipelines, gathering systems and related facilities, are generally...

  • Page 75
    ...for new capital projects, to maintain investment grade credit metrics or other partnership purposes. Cash Flows Our internally generated cash flows may change in the future due to a number of factors, some of which we cannot control. These include regulatory changes, the price for our products and...

  • Page 76
    ...statements). Net proceeds from the offerings were used to repay outstanding borrowings under the ETP Credit Facility, to fund capital expenditures, acquisitions, and capital contributions to joint ventures, as well as for general partnership purposes. In 2011, we had a net increase in our debt level...

  • Page 77
    ... billion from this offering to fund the cash portion of the purchase price, or $1.895 billion, of the Citrus Acquisition and for general partnership purposes. If we do not consummate the Citrus Acquisition on or before April 17, 2012, or if the Citrus Merger Agreement is terminated at any time on or...

  • Page 78
    ... (as defined in such credit agreement) during certain Defaults (as defined in such credit agreement) and during any Event of Default (as defined in such credit agreement); engage in business substantially different in nature than the business currently conducted by the Partnership and its...

  • Page 79
    ... under the ETP Credit Facility. However, we may issue debt or equity securities prior to that time as we deem prudent to provide liquidity for new capital projects or other partnership purposes. Please read "Risk Factors - Risks Related to Our Business - Construction of new pipeline projects will...

  • Page 80
    ... our Available Cash (as defined in our Partnership Agreement) for such quarter. Available Cash generally means, with respect to any quarter of the Partnership, all cash on hand at the end of such quarter less the amount of cash reserves established by the General Partner in its reasonable discretion...

  • Page 81
    ... prices. Our intrastate transportation and storage segment also generates revenues and margin from the sale of natural gas to electric utilities, independent power plants, local distribution companies, industrial end-users and other marketing companies on the HPL System. Generally, we purchase...

  • Page 82
    ... recognized when product is either loaded into a truck or injected into a third party pipeline, which is when title and risk of loss pass to the customer.  In our natural gas compression business, revenue is recognized for compressor packages and technical service jobs using the completed contract...

  • Page 83
    ... other things, changes in general economic conditions in regions in which our markets are located, the availability and prices of natural gas and propane supply, our ability to negotiate favorable sales agreements, the risks that natural gas exploration and production activities will not occur or be...

  • Page 84
    ..., processing, storage and transportation services; the prices and market demand for, and the relationship between, natural gas and NGLs; energy prices generally; the prices of natural gas and NGLs compared to the price of alternative and competing fuels; the general level of petroleum product...

  • Page 85
    ... and the application of, regulation of tariff rates and operational requirements related to our interstate and intrastate pipelines; hazards or operating risks incidental to the gathering, treating, processing and transporting of natural gas and NGLs; competition from other midstream companies and...

  • Page 86
    ... and provide a gross profit margin. We also use derivatives in our intrastate transportation and storage segment to hedge the sales price of retention natural gas in excess of consumption, a portion of volumes purchased at the wellhead from producers, and location price differentials related to the...

  • Page 87
    ... in a change to interest expense of $3.1 million annually. We manage a portion of our interest rate exposure by utilizing interest rate swaps. To the extent that we have debt with floating interest rates that are not hedged, our results of operations, cash flows and financial condition could be...

  • Page 88
    ... and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer of our General Partner, of the effectiveness of the design and operation of our disclosure controls and procedures (as such terms are defined in Rules 13a-15(e) and 15d-15(e) of...

  • Page 89
    ... 70% by the Partnership and 30% by Regency Energy Partners LP ("Regency"), acquired all of the membership interest in LDH Energy Asset Holdings LLC ("LDH"), from Louis Dreyfus Highbridge Energy LLC ("Louis Dreyfus"). Subsequent to closing, ETP-Regency LLC was renamed Lone Star NGL LLC and LDH was...

  • Page 90
    ... during 2011 and therefore, management's assertion on the effectiveness of Energy Transfer Partners, L.P.'s internal control over financial reporting excluded internal control over financial reporting of Lone Star NGL Asset Holdings LLC (formerly LDH Energy Asset Holdings LLC).  We conducted our...

  • Page 91
    ... in Internal Control over Financial Reporting There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) or Rule 15d-15(f)) that occurred in the three months ended December 31, 2011 that has materially affected, or is reasonably likely to materially...

  • Page 92
    ... brings extensive experience and expertise related to the Partnership's business. The Board of Directors believes that the current combined role of Chairman and CEO promotes strategy development and execution, and facilitates information flow between management and the Board of Directors, which are...

  • Page 93
    ... during 2011. A description of the qualifications of Mr. Glaske and Mr. Byrne may be found elsewhere in this Item under "-Directors and Executive Officers of the General Partner." The Audit Committee meets on a regularly scheduled basis with our independent accountants at least four times each...

  • Page 94
    ...information with respect to the executive officers and members of the Board of Directors of our General Partner as of February 22, 2012. Executive officers and directors are elected for one-year terms.  Name Kelcy L. Warren Marshall S. (Mackie) McCrea, III Martin Salinas, Jr. Thomas P. Mason...

  • Page 95
    ... Officer and brings extensive project development and operational experience to the Board. He has held various positions in the natural gas business over the past 25 years and is able to assist the Board of Directors in creating and executing the Partnership's strategic plan. Martin Salinas...

  • Page 96
    ... in succession planning, compensation, employee management and the evaluation of acquisition opportunities. Ted Collins, Jr. Mr. Collins has been an independent oil and gas producer since 2000. He is also chairman and chief executive officer of Patriot Resources Partners LLC and a director of CLL...

  • Page 97
    ... units. All of our employees are employed by and receive employee benefits from our Operating Companies. Compensation Discussion and Analysis Named Executive Officers We do not have officers or directors. Instead, we are managed by the board of directors of our General Partner, and the executive...

  • Page 98
    ...LP Targa Resources Partners LP NuStar Energy L.P. Southern Union Company  The compensation analysis provided by Mercer covered annual salary, annual cash bonus and long-term incentive arrangements for the senior executives of these companies. The Compensation Committee utilized the information...

  • Page 99
    ... performance of Mr. McCrea with respect to the successful development of several significant internal growth projects, including (i) natural gas gathering, processing and transportation projects related to the Eagle Ford Shale play in south Texas with estimated capital expenditures in excess of...

  • Page 100
    ... an executive officer. The Compensation Committee did not accelerate the vesting of unit awards in 2011. Affiliate Equity Awards. McReynolds Energy Partners, L.P., the general partner of which is owned and controlled by the President of ETE's general partner, has awarded to certain officers of ETP...

  • Page 101
    ... named executive officers is not subject to the deduction limitations under Section 162(m) of the Internal Revenue Code and therefore is generally fully deductible for federal income tax purposes. Accounting for Unit-Based Compensation For our unit-based compensation arrangements, including equity...

  • Page 102
    ... of ETP. Based on this review and discussion, we have recommended to the board of directors of our General Partner that the Compensation Discussion and Analysis be included in this annual report on Form 10-K. The Compensation Committee of the Board of Directors of Energy Transfer Partners...

  • Page 103
     Compensation Tables Summary Compensation Table  Name and Principal Position Kelcy L. Warren (4) Chief Executive Officer Martin Salinas, Jr. Chief Financial Officer Marshall S. (Mackie) McCrea, III President and Chief Operating Officer Bonus  Salary 1)  2011  $ 3,240 2010 ...

  • Page 104
    ... Grant Date N/A    Martin Salinas, Jr.  Marshall S. (Mackie) McCrea, III    Thomas P. Mason  Robert P. (Paul) Grady   Name Kelcy L. Warren   12/20/2011  5/2/2011  12/20/2011  12/20/2011  4/20/2011  All Other Unit Awards: Number of Units (#) - 25,000 136,000...

  • Page 105
    ... Equity Awards at Year-End Table   Name Kelcy L. Warren Martin Salinas, Jr. Marshall S. (Mackie) McCrea, III Thomas P. Mason      Robert P. (Paul) Grady       Grant Date (1) N/A 12/20/2011 12/15/2010 12/15/2009 12/22/2008 12/5/2007 12/20/2011 5/2/2011 1/14/2011...

  • Page 106
    ... as the number of units vested multiplied by the closing price of our Common Units upon the vesting date. We have not issued option awards. Nonqualified Deferred Compensation  Name Kelcy L. Warren Martin Salinas, Jr. Marshall S. (Mackie) McCrea, III Thomas P. Mason Robert P. (Paul) Grady...

  • Page 107
    ...any change in control event within the meaning of Treasury Regulation Section 1.409A-3(i)(5). Director Compensation Table The Compensation Committee periodically reviews and makes recommendations regarding the compensation of the directors of our General Partner. In 2011, non-employee directors of...

  • Page 108
    ... E Units  Name and Address of Beneficial Owner (1)  Kelcy L. Warren  Marshall S. (Mackie) McCrea , III  Martin Salinas, Jr.  Thomas P. Mason  Bill W. Byrne  Paul E. Glaske  Michael K. Grimm  Ted Collins, Jr.  Group (8 Persons)  ETE (4)  Heritage Holdings, Inc. (5) All Directors and...

  • Page 109
    ...,967 ETP Common Units. We have a shared services agreement in which we provide various general and administrative services for ETE. See discussion in Note 11 to our consolidated financial statements. We have an operating lease agreement with the former owners of Energy Transfer Group, L.L.C. ("ETG...

  • Page 110
    ...with the SEC and services related to the audit of our internal control over financial reporting. (2) Includes fees in 2011 for attestation engagements of subsidiary entities in connection with the contribution of the Partnership's retail propane operations to AmeriGas Partners, L.P. in January 2012...

  • Page 111
     PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES The following documents are filed as a part of this Report: (1) (2) Financial Statements - see Index to Financial Statements appearing on page F-1. Financial Statement Schedules - None. Exhibits - see Index to Exhibits set forth on ...

  • Page 112
    ... caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.  ENERGY TRANSFER PARTNERS, L.P.  By  Energy Transfer Partners GP, L.P, its general partner. Energy Transfer Partners, L.L.C., its general partner  By      Kelcy L. Warren Chief Executive...

  • Page 113
    [THIS PAGE INTENTIONALLY LEFT BLANK]

  • Page 114
    ... between Energy  Transfer Equity, L.P. and Energy Transfer Partners, L.P. 2.2 Purchase Agreement, dated March 22, 2011, among ETP-Regency Midstream Holdings, LLC, LDH Energy Asset Holdings LLC and Louis Dreyfus Highbridge Energy LLC,  Energy Transfer Partners, L.P. and Regency Energy Partners LP...

  • Page 115
    ... and Restated 2004 Unit Plan. + 10.6.8 Energy Transfer Partners, L.P. 2008 Long-Term Incentive Plan. + 10.6.9 Energy Transfer Partners Deferred Compensation Plan. 10.42  Purchase and Sale Agreement, dated January 26, 2005, among HPL Storage, LP and AEP Energy Services Gas Holding Company II...

  • Page 116
    ... and Restated Agreement and Plan of Merger, dated as of July 19, 2011, by and among Energy Transfer Equity, L.P., Sigma Acquisition Corporation and Southern Union Company. 10.63 Second Amended and Restated Credit Agreement dated as of October 27, 2011 among Energy Transfer Partners, L.P., Wells...

  • Page 117
    ... ended May 31, 2000. Incorporated by reference to the same numbered Exhibit to the Registrant's Form 8-K filed August 23, 2000. Incorporated by reference to Exhibit 10.16.3 to the Registrant's Form 10-Q for the quarter ended May 31, 2000. Incorporated by reference to the same numbered Exhibit...

  • Page 118
    ...to Exhibit 10.5 to the Registrant's Form 10-Q filed on August 8, 2011. Incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K filed May 2, 2011. Incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K filed August 2, 2011. Incorporated by reference to Exhibit 4.2 to...

  • Page 119
     (70) (71) Incorporated by reference to Exhibit 2.1 to the Registrant's Form 8-K filed December 7, 2011. Incorporated by reference to Exhibit 2.1 to the Registrant's Form 8-K filed July 20, 2011.  E-6

  • Page 120
    ... TO FINANCIAL STATEMENTS Energy Transfer Partners, L.P. and Subsidiaries Page F-2    Report of Independent Registered Public Accounting Firm  F-3 Consolidated Balance Sheets - December 31, 2011 and 2010  Consolidated Statements of Operations - Years Ended December 31, 2011, 2010 and...

  • Page 121
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  • Page 122
    ... 31, 2011. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.  We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board...

  • Page 123
    ... INFORMATION ITEM 1. FINANCIAL STATEMENTS ENERGY TRANSFER PARTNERS, L.P. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Dollars in thousands) December 31, 2011 ASSETS CURRENT ASSETS: Cash and cash equivalents Marketable securities Accounts receivable, net of allowance for doubtful accounts...

  • Page 124
    ...  ENERGY TRANSFER PARTNERS, L.P. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Dollars in thousands) December 31, LIABILITIES AND PARTNERS' CAPITAL    CURRENT LIABILITIES: Accounts payable Accounts payable to related companies Exchanges payable Price risk management liabilities...

  • Page 125
     ENERGY TRANSFER PARTNERS, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Dollars in thousands, except per unit data) Years Ended December 31, 2011    REVENUES: Natural gas sales NGL sales Gathering, transportation and other fees Retail propane sales Other Total revenues...

  • Page 126
     ENERGY TRANSFER PARTNERS, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Dollars in thousands) Years Ended December 31, 2011 697,162 $ 2010    Net income $  Other comprehensive income (loss), net of tax: Reclassification to earnings of gains and losses on ...

  • Page 127
     ENERGY TRANSFER PARTNERS, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF EQUITY (Dollars in thousands) Limited Partner Common Unitholders Accumulated Other Comprehensive Income (Loss)   General Partner Balance, December 31, 2008 Distributions to partners Issuance of units in ...

  • Page 128
     ENERGY TRANSFER PARTNERS, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands) Years Ended December 31, 2011 2010     CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ Reconciliation of net income to net cash provided by operating activities:  Impairments...

  • Page 129
    ..., processing, and marketing natural gas and NGLs in the states of Texas, Louisiana, New Mexico, Utah, Colorado and West Virginia. Our intrastate transportation and storage operations primarily focus on transporting natural gas in Texas through our Oasis pipeline, ET Fuel System, East Texas pipeline...

  • Page 130
    ... prices. Our intrastate transportation and storage segment also generates revenues and margin from the sale of natural gas to electric utilities, independent power plants, local distribution companies, industrial end-users and other marketing companies on the HPL System. Generally, we purchase...

  • Page 131
    ... natural gas to utilities, industrial consumers, other marketers and pipeline companies, thereby generating gross margins based upon the difference between the purchase and resale prices. Our retail propane segment sells propane and propane-related products and services. The HOLP and Titan customer...

  • Page 132
    ...of Common Units NON-CASH FINANCING ACTIVITIES: Long-term debt assumed and non-compete agreement notes payable issued in acquisitions Issuance of common units in connection with certain acquisitions Capital contributions receivable from General Partner SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid...

  • Page 133
    ...forms of collateral. Management believes that the portfolio of receivables, which includes regulated electric utilities, regulated local distribution companies and municipalities, is subject to minimal credit risk. Our interstate transportation operations establish an allowance for doubtful accounts...

  • Page 134
    ... projects. It represents the cost of servicing the capital invested in construction work-in-process. AFUDC is segregated into two component parts - borrowed funds and equity funds.  Components and useful lives of property, plant and equipment were as follows:  Land and improvements Buildings...

  • Page 135
    ... but do not control the investee's operating and financial policies. We account for our investment in Fayetteville Express Pipeline LLC ("FEP") by the equity method. Our investment in FEP was $173.3 million as of December 31, 2011 and is reflected in our interstate transportation segment. Goodwill...

  • Page 136
    ... 31: 2012 2013 2014 2015 2016 $ 15,616 11,694 10,569 10,569 10,569  Amortizable intangible assets with a gross carrying amount of approximately $127.7 million as of December 31, 2011 were deconsolidated in January 2012 in connection with the contribution of our propane operations described...

  • Page 137
    ...the following:   Interest payable Customer advances and deposits Accrued capital expenditures Accrued wages and benefits Taxes payable other than income taxes Income taxes payable Deferred income taxes Other Total accrued and other current liabilities $ December 31, 2011 142,616 $ 84...

  • Page 138
    ... derive their fair values:  Fair Value Total Fair Value Measurements at December 31, 2011 Level 1 Level 2  Assets: Marketable securities Interest rate derivatives Commodity derivatives: Natural Gas: Basis Swaps IFERC/NYMEX Swing Swaps IFERC Fixed Swaps/Futures Options - Puts Forward...

  • Page 139
    ... Shipping and handling costs related to fuel sold are included in cost of products sold. Shipping and handling costs related to fuel consumed for compression and treating are included in operating expenses and are as follows:    Years Ended December 31, $ 2011 40,379 $ 2010 43,321 $ 2009...

  • Page 140
    ...expenses include all partnership related expenses and compensation for executive, partnership, and administrative personnel. We record the collection of taxes to be remitted to government authorities on a net basis. Income Taxes Energy Transfer Partners, L.P. is a limited partnership. As a result...

  • Page 141
    ... statements of operations. See Note 9 for additional information related to interest rate derivatives. Allocation of Income (Loss) For purposes of maintaining partner capital accounts, the Partnership Agreement specifies that items of income and loss shall generally be allocated among the partners...

  • Page 142
    ... Citrus Merger Agreement, ETE has granted ETP a right of first offer with respect to any disposition by ETE or SUG of Southern Union Gas Services, a subsidiary of SUG that owns and operates a natural gas gathering and processing system serving the Permian Basin in West Texas and New Mexico. On...

  • Page 143
    ... purchase price. Subsequent to closing, ETP-Regency LLC was renamed Lone Star. Lone Star owns and operates a natural gas liquids storage, fractionation and transportation business. Lone Star's storage assets are primarily located in Mont Belvieu, Texas, and its West Texas Pipeline transports NGLs...

  • Page 144
    ...periods presented or the future results of the combined operations. 2010 Transactions In March 2010, we purchased a natural gas gathering company, which provides dehydration, treating, redelivery and compression services on a 120-mile pipeline system in the Haynesville Shale for approximately $150...

  • Page 145
    ... General Partner Distributions on employee unit awards, net of allocation to General Partner Net income available to Limited Partners Weighted average Limited Partner units - basic Basic net income per Limited Partner unit Weighted average Limited Partner units Dilutive effect of unvested unit...

  • Page 146
    ...2011 2010 ETP Senior Notes: 5.65% Senior Notes due August 1, 2012 6.0% Senior Notes due July 1, 2013... 1, 2041 Transwestern Senior Notes: ...rates ranging from 7.26% to 8.87% ETP Revolving Credit Facility Other long-term debt Unamortized discounts Fair value adjustments related to interest rate...

  • Page 147
    ...used the net proceeds of $1.48 billion to repay all of the borrowings outstanding under our revolving credit facility, to fund capital expenditures related to pipeline construction projects and for general partnership purposes. We may redeem some or all of the notes at any time and from time to time...

  • Page 148
    ... (as defined in such credit agreement) during certain Defaults (as defined in such credit agreement) and during any Event of Default (as defined in such credit agreement); engage in business substantially different in nature than the business currently conducted by the Partnership and its...

  • Page 149
    ...specified in the Partnership Agreement. As of December 31, 2011, there were issued and outstanding 225,468,108 Common Units representing an aggregate 98.5% Limited Partner interest in us. There are also 8,853,832 Class E Units outstanding that are reported as treasury units, which units are entitled...

  • Page 150
    ... were used to fund capital expenditures and capital contributions to joint ventures, as well as for general partnership purposes. Equity Distribution Program In December 2010, we entered into an Equity Distribution Agreement with Credit Suisse Securities (USA) LLC ("Credit Suisse"). According...

  • Page 151
    ... quarters, all cash on hand at the end of such quarter, plus working capital borrowings after the end of the quarter, less reserves established by the General Partner in its sole discretion to provide for the proper conduct of our business, to comply with applicable laws or any debt instrument or...

  • Page 152
    ... AOCI, net of tax  7.  UNIT-BASED COMPENSATION PLANS: We have issued equity incentive plans for employees, officers and directors, which provide for various types of awards, including options to purchase ETP Common Units, restricted units, phantom units, Common Units, distribution equivalent...

  • Page 153
    ... Residual Support Agreement ("CRSA") with AmeriGas, Finance Company, AmeriGas Finance Corp. and UGI Corp., pursuant to which ETP will provide contingent, residual support of the Supported Debt as defined in the CRSA. NGL Pipeline Regulation We have interests in NGL pipelines located in Texas. We...

  • Page 154
    ... arising out of our operations in the normal course of business. Natural gas and propane are flammable, combustible gases. Serious personal injury and significant property damage can arise in connection with their transportation, storage or use. In the ordinary course of business, we are sometimes...

  • Page 155
    ... operations are in substantial compliance with applicable environmental laws and regulations, risks of additional costs and liabilities are inherent in the business of transporting, storing, gathering, treating, compressing, blending and processing natural gas, natural gas liquids and other products...

  • Page 156
    ... the Office of Pipeline Safety, has promulgated a rule requiring pipeline operators to develop integrity management programs to comprehensively evaluate their pipelines, and take measures to protect pipeline segments located in what the rule refers to as "high consequence areas." Activities under...

  • Page 157
    ... are also exposed to market risk on natural gas we retain for fees in our intrastate transportation and storage segment and operational gas sales on our interstate transportation segment. We use financial derivatives to hedge the sales price of this gas, including futures, swaps and options. Certain...

  • Page 158
    ..., will differ as commodity prices change and the underlying physical transaction occurs. Interest Rate Risk We are exposed to market risk for changes in interest rates. In order to maintain a cost effective capital structure, we borrow funds using a mix of fixed rate debt and variable rate debt...

  • Page 159
    ...oil and gas producers, midstream and power generation companies. This concentration of counterparties may impact our overall exposure to credit risk, either positively or negatively in that the counterparties may be similarly affected by changes in economic, regulatory or other conditions. Currently...

  • Page 160
    ... the periods presented:     Derivatives in cash flow hedging relationships: Commodity derivatives Interest rate derivatives Total Change in Value Recognized in OCI on Derivatives (Effective Portion) Years Ended December 31, 2011  $ $   19,047  $ -  19,047  $ 2010 2009  60...

  • Page 161
    ... into Income (Effective Portion) Years Ended December 31, 2011    Derivatives in cash flow hedging relationships: Commodity derivatives Cost of products sold Interest rate derivatives Interest expense Total  $ $  Location of Gain/(Loss) Reclassified from AOCI into Income (Ineffective...

  • Page 162
    ... common units of ETE. We and Enterprise transport natural gas on each other's pipelines, share operating expenses on jointly-owned pipelines and ETC OLP sells natural gas to Enterprise. Our propane operations routinely buy and sell product with Enterprise. Our propane operations purchase a portion...

  • Page 163
    ...owners for the use of compressor equipment through 2017. 12. REPORTABLE SEGMENTS: Our financial statements reflect five reportable segments, which conduct their business exclusively in the United States of America, as follows intrastate natural gas transportation and storage; interstate natural...

  • Page 164
    ..., 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, and other non-operating income or expense items. Unrealized...

  • Page 165
    ... and other retail propane related All other Eliminations Total cost of products sold Depreciation and amortization: Intrastate transportation and storage Interstate transportation Midstream NGL transportation and services Retail propane and other retail propane related All other Total...

  • Page 166
    ... Interest expense, net of interest capitalized Gains (losses) on non-hedged interest rate derivatives Income tax expense Non-cash compensation expense Allowance for equity funds used during construction Unrealized gains (losses) on commodity risk management activities Impairment of investments in...

  • Page 167
    ... Partner and Limited Partners and variations in the weighted average units outstanding used in computing such amounts. HOLP's and Titan's businesses are seasonal due to weather conditions in their service areas. Propane sales to residential and commercial customers are affected by winter heating...

  • Page 168
    ...  December 31 Total Year 2011: Revenues $ 1,687,577 $ 1,628,095 $ Gross profit 693,120 619,467 Operating income 363,135 270,419 Net income 247,202 156,616 Limited Partners' interest in net income (loss) 139,663 42,336 Basic net income per limited partner unit (loss) $ 0.71 $ 0.19 $ Diluted...

  • Page 169
    ... K-1, contact: K-1 Tax Support Center for ETP: 800-792-7904 Monday-Friday 8a.m.-5p.m. (Central Time) or visit www.taxpackagesupport.com/etp Stock Exchange Energy Transfer Partners, L.P. common units are traded on the New York Stock Exchange under the symbol ETP. Partnership Address Energy Transfer...

  • Page 170
    ... Energy Transfer Partners has committed a significant amount of capital in the higher-value natural gas liquids market with more than $1.25 billion in organic growth projects underway 2009 2010 2011 in the Eagle Ford Shale alone. Energy Transfer ParBners AdjusBed EBITDA (in millions) NYSE: ETP...

  • Page 171
    Energy Transfer Partners, L.P. 3738 Oak Lawn Avenue Dallas, Texas 75219 214-981-0700 phone 214-981-0703 fax NYSE: ETP www.energytransfer.com