Energy Transfer 2012 Annual Report Download - page 173

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certain adjustments as defined in the purchase agreement. In connection with this transaction, we recorded customer contracts
of $68 million and goodwill of $27 million.
Pro Forma Results of Operations
The following unaudited pro forma consolidated results of operations for the years ended December 31, 2012, 2011 and 2010
are presented as if the Sunoco Merger and Holdco Transaction had been completed on January 1, 2011 and the LDH Acquisition
had been completed on January 1, 2010.
Year Ended December 31,
2012 2011 2010
Revenues $ 39,136 $ 36,169 $ 6,148
Net income 1,133 1,027 615
Net income attributable to partners 788 745 595
Basic net income (loss) per Limited Partner unit $ 1.33 $ 1.24 $ 1.20
Diluted net income (loss) per Limited Partner unit $ 1.33 $ 1.24 $ 1.19
The pro forma consolidated results of operations include adjustments to:
• include the results of Lone Star beginning January 1, 2010 and Southern Union and Sunoco beginning January 1, 2011;
• include the incremental expenses associated with the fair value adjustments recorded as a result of applying the acquisition
method of accounting;
• include incremental interest expense related to the financing of ETP’s proportionate share of the purchase price; and
• reflect noncontrolling interest related to ETE’s 60% interest in Holdco.
The pro forma information is not necessarily indicative of the results of operations that would have occurred had the transactions
been made at the beginning of the periods presented or the future results of the combined operations.
4. ADVANCES TO AND INVESTMENTS IN UNCONSOLIDATED AFFILIATES:
Citrus Corp.
On March 26, 2012, ETE consummated the acquisition of Southern Union and, concurrently with the closing of the Southern
Union acquisition, CrossCountry Energy, LLC (“CrossCountry”), a subsidiary of Southern Union that indirectly owned a
50% interest in Citrus Corp. (“Citrus”), merged with a subsidiary of ETP and, in connection therewith, ETP paid approximately
$1.9 billion in cash and issued $105 million of ETP Common Units (the “Citrus Acquisition”) to a subsidiary of ETE. As a
result of the consummation of the Citrus Acquisition, ETP owns CrossCountry, which in turn owns a 50% interest in Citrus.
The other 50% interest in Citrus is owned by a subsidiary of Kinder Morgan, Inc.
Citrus owns 100% of FGT, a natural gas pipeline system that originates in Texas and delivers natural gas to the Florida
peninsula.
We recorded our investment in Citrus at $2.0 billion, which exceeded our proportionate share of Citrus' equity by $1.03 billion,
all of which is treated as equity method goodwill due to the application of regulatory accounting. Our investment in Citrus
was $1.98 billion as of December 31, 2012 and was reflected in our interstate transportation and storage segment.
AmeriGas Partners, L.P.
On January 12, 2012, we contributed our propane operations, consisting of HOLP and Titan (collectively, the “Propane
Business”) to AmeriGas. We received approximately $1.46 billion in cash and approximately 30 million AmeriGas Common
Units valued at $1.12 billion at the time of the contribution. In addition, AmeriGas assumed approximately $71 million of
existing HOLP debt. We recognized a gain on deconsolidation of $1.06 billion as a result of this transaction. The cash
proceeds were used to complete our tender offer of existing debt (see Note 6) in January 2012 and to repay borrowings on
our revolving credit facility.
Our investment in AmeriGas reflected $630 million in excess of our proportionate share of AmeriGas' limited partners' capital.
Of this excess fair value, $289 million is being amortized over a weighted average period of 14 years, and $341 million is
being treated as equity method goodwill and non-amortizable intangible assets.
In connection with the closing of this transaction, we entered into a support agreement with AmeriGas (See Note 10).
We have not reflected our Propane Business as discontinued operations as a result of our investment in AmeriGas.
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