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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ÈANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 2010
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission file number 1-11727
ENERGY TRANSFER PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
Delaware 73-1493906
(state or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
3738 Oak Lawn Avenue, Dallas, Texas 75219
(Address of principal executive offices) (zip code)
Registrant’s telephone number, including area code: (214) 981-0700
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on
which registered
Common Units New York Stock Exchange
Securities registered pursuant to section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ÈNo
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes No È
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Yes ÈNo
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any,
every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes ÈNo
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or
a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ÈAccelerated filer
Non-accelerated filer Smaller reporting company
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes No È
The aggregate market value as of June 30, 2010, of the registrant’s Common Units held by non-affiliates of the
registrant, based on the reported closing price of such Common Units on the New York Stock Exchange on such date,
was $6.00 billion. Common Units held by each executive officer and director and by each person who owns 5% or
more of the outstanding Common Units have been excluded in that such persons may be deemed to be affiliates. This
determination of affiliate status is not necessarily a conclusive determination for other purposes.
At February 22, 2011, the registrant had 193,772,522 Common Units outstanding.

Table of contents

  • Page 1
    ... 1-11727 ENERGY TRANSFER PARTNERS, L.P. (Exact name of registrant as specified in its charter) Delaware (state or other jurisdiction of incorporation or organization) 73-1493906 (I.R.S. Employer Identification No.) 3738 Oak Lawn Avenue, Dallas, Texas 75219 (Address of principal executive offices...

  • Page 2
    ... ...EXECUTIVE COMPENSATION ...SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED UNITHOLDER MATTERS ...CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE ...PRINCIPAL ACCOUNTING FEES AND SERVICES ...PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT...

  • Page 3
    ... in this annual report. Definitions The following is a list of certain acronyms and terms generally used in the energy industry and throughout this document: /d Bbls Btu Capacity per day barrels British thermal unit, an energy measurement capacity of a pipeline, processing plant or storage facility...

  • Page 4
    ...Partner" or "ETP GP"), and ETP GP is managed by its general partner, Energy Transfer Partners, L.L.C. ("ETP LLC"), which is owned by Energy Transfer Equity, L.P., another publicly traded master limited partnership ("ETE"). The activities in which we are engaged, all of which are in the United States...

  • Page 5
    ... referred to in this report as "we," "us," "ETP," "Energy Transfer" or the "Partnership." Significant Achievements in 2010 Our significant 2010 achievements included the following, as discussed in more detail herein: • Acquired a natural gas gathering company, which provides dehydration, treating...

  • Page 6
    ...through our Oasis pipeline, our East Texas pipeline, our natural gas pipeline and storage assets that are referred to as the Energy Transfer Fuel System ("ET Fuel System"), and our HPL System, which are described below. Our intrastate transportation and storage segment accounted for approximately 49...

  • Page 7
    ... to customers based on an index price. In addition, our intrastate transportation and storage segment generates revenues from fees charged for storing customers' working natural gas in our storage facilities and from margin from managing natural gas for our own account. Interstate Transportation...

  • Page 8
    ... direct access to power plants and interconnects with other 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...

  • Page 9
    ... Coast 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 gas in many...

  • Page 10
    ... pipeline, with a throughput capacity of 500 MMcf/d, connects the Phoenix area to the Transwestern mainline. Transwestern's customers include local distribution companies, producers, marketers, electric power generators and industrial end-users. Transwestern transports natural gas in interstate...

  • Page 11
    ... rich gas from the Eagle Ford Shale. The Southeast Texas System is a large natural gas gathering system covering thirteen counties between Austin and Houston. This system is connected to the Katy Hub through the East Texas pipeline and is connected to the Oasis pipeline, as well as two power plants...

  • Page 12
    ...-system gas, we purchase natural gas from natural gas producers and other suppliers and sell that 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 of natural gas...

  • Page 13
    ... limited partnership with a focus on increasing the amount of cash available for distribution on each Common Unit. We believe that by pursuing independent operating and growth strategies for our natural gas operations and retail propane business, we will be best positioned to achieve our objectives...

  • Page 14
    ...the United States. According to data released in December 2010 by the Energy Information Administration, total domestic consumption of natural gas is expected to rise to 26.5 Tcf in 2035 compared to 2009 consumption of 22.7 Tcf. The industrial and electricity generation sectors currently account for...

  • Page 15
    ... oil and gas companies and power 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, management does...

  • Page 16
    ... NGA prohibits natural gas companies from unduly preferring or unreasonably discriminating against any person with respect to pipeline rates or terms and conditions of service. In September 2006, Transwestern filed revised tariff sheets under Section 4 of the NGA proposing a general rate increase to...

  • Page 17
    ... 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 18
    ... Gathering Pipeline Regulation. Section 1(b) of the NGA exempts natural gas gathering facilities from the jurisdiction of the FERC under the NGA. We own a number of natural gas pipelines in Texas, Louisiana, Colorado, West Virginia and Utah that we believe meet the traditional tests the FERC uses to...

  • Page 19
    ... has established requirements relating to the design, installation, testing, construction, operation, replacement and management of pipeline facilities. In addition, the states in which we conduct operations administer federal pipeline safety standards under the Natural Gas Pipeline Safety Act of...

  • Page 20
    ... to fuel oil in certain applications and market demand, propane and fuel oil compete to a lesser extent primarily because of the cost to the customer to convert from one to another. According to industry publications, propane accounts for 4.5% of household energy consumption in the United States. In...

  • Page 21
    ... readily available from our supply sources. We purchase from over 40 energy companies and natural gas processors at numerous supply points located in the United States and Canada. In 2010, Enterprise Products Partners L.P. (together with its subsidiaries "Enterprise") and Targa Liquids Marketing and...

  • Page 22
    ...of customers. 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 regulations...

  • Page 23
    ... of hazardous wastes for "drilling fluids, produced waters, and other wastes associated with the exploration, development, or production of crude oil, natural gas or geothermal energy," in the course of our operations, we may generate certain types of non-excluded petroleum product wastes as...

  • Page 24
    ... two revisions to the state implementation plan responding to the EPA's re-designation of the Houston area to a severe ozone non-attainment area. These revisions will require reductions in current emissions. By March 2013, TCEQ is required to develop a plan to address the recent change in the ozone...

  • Page 25
    ...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 26
    ... state laws that regulate the protection of the health and safety of employees. In addition, OSHA's hazardous communication standard requires that information be maintained about hazardous materials used or produced in our operations and that this information be provided to employees, state...

  • Page 27
    ... an Internet website at http://www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. We provide electronic access, free of charge, to our periodic and current reports on our Internet website located at http...

  • Page 28
    ... and the prices we receive for our propane; the level of competition from other midstream companies, interstate pipeline companies, propane companies and other energy providers; the level of our operating costs; prevailing economic conditions; and the level of our derivative activities. In addition...

  • Page 29
    ... sell 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, 2010, we...

  • Page 30
    ... in demand for our Common Units resulting from other more attractive investment opportunities 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...

  • Page 31
    ... structure, financial reporting and contractual relationships to reflect the separateness of us, ETP GP and ETP LLC from the entities that control ETP GP (ETE and its general partner), our credit ratings and business risk profile could be adversely affected if the ratings and risk profiles...

  • Page 32
    ... by state-law fiduciary duty standards. The following is a summary of the material restrictions contained in our Partnership Agreement on the fiduciary duties owed by our General Partner to the limited partners. Our Partnership Agreement: • permits our General Partner to make a number of decisions...

  • Page 33
    ... overlapping executive officers and directors allocate their time among us and ETE. These officers and directors face potential conflicts regarding the allocation of their time, which may adversely affect our business, results of operations and financial condition. The General Partner's absolute...

  • Page 34
    ... engaging in other businesses or activities, including those that might be in direct competition with us. Regency competes 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...

  • Page 35
    ...NGLs price based upon our average NGLs composition during our year ended December 31, 2010 ranged from a high of approximately $1.25 per gallon to a low of approximately $1.00 per gallon. Our Oasis pipeline, East Texas pipeline, ET Fuel System and HPL System receive fees for transporting natural gas...

  • Page 36
    ... these pipelines and systems. Fluctuations in energy prices can 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...

  • Page 37
    ... is recorded when the purchase price of a business exceeds the fair value of the tangible and separately measurable intangible net assets. Accounting principles generally accepted in the United States require us to test goodwill for impairment on an annual basis or when events or circumstances occur...

  • Page 38
    ..., 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-savings or...

  • Page 39
    ... in any changes to these commitments. 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 contracts that terminate in 2012 with Luminant...

  • Page 40
    ... operations are generally exempt from FERC regulation under the NGA, but FERC regulation still significantly affects our business and the market 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...

  • Page 41
    ... types of natural gas facilities. Our intrastate transportation operations located in Texas are subject to regulation as common purchasers and as gas utilities by the TRRC. The TRRC's jurisdiction extends to both rates and pipeline safety. The rates we charge for transportation and storage services...

  • Page 42
    ... for interstate natural gas transportation. The application of that policy remains subject to future refinement or change by the FERC. With regard to rates charged and collected by Transwestern, the allowance for income taxes as a cost-of-service element in our tariff rates is generally not subject...

  • Page 43
    ... 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 affiliated companies involved in all aspects of the natural gas and energy businesses...

  • Page 44
    ... and operate emissions control systems, to acquire emissions allowances or comply with new regulatory or reporting requirements. Any such legislation or regulatory programs could also increase the cost of consuming, and thereby reduce demand for, natural gas or NGLs. Consequently, legislation...

  • Page 45
    ... include obtaining natural gas supplies for the Southeast Texas System, North Texas System and HPL System and natural gas transportation customers for our transportation pipeline systems. Our competitors include major integrated oil companies, interstate and intrastate pipelines and companies that...

  • Page 46
    ... 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 47
    ...limit our future profitability. The renewal or replacement of existing contracts with our customers at rates sufficient to maintain current revenues and cash flows depends on a number of factors beyond our control, including competition from other pipelines, and the price of, and demand for, natural...

  • Page 48
    ..., affect the market price of our Common Units. Some of our operations involve risks of personal injury, property damage and environmental damage, which could curtail our operations and otherwise materially adversely affect our cash flow. For example, natural gas facilities operate at high pressures...

  • Page 49
    ...an extended period of time, reduce demand by encouraging our retail customers to conserve their propane usage or convert to alternative energy sources. Our results of operations could be negatively impacted by price and inventory risk related to our propane business and management of these risks. We...

  • Page 50
    ... demand for propane by retail customers. Stricter conservation measures in the future or technological advances in heating, conservation, energy generation or other devices could adversely affect our operations. Tax Risks to Common Unitholders Our tax treatment depends on our status as a partnership...

  • Page 51
    ...-level taxation. For example, recently, members of the U.S. Congress considered substantive changes to the existing U.S. federal income tax laws that would have affected the tax treatment of certain publicly traded partnerships. Several states currently impose entity-level taxes on partnerships...

  • Page 52
    ... 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 53
    ... year of termination. Our termination currently would not affect our classification as a partnership for federal income tax purposes. We would be treated as a new partnership for tax purposes on the technical termination date, and would be required to make new tax elections and could be subject to...

  • Page 54
    ... in "Item 1. Business." We own an office building for our executive office in Dallas, Texas and office buildings in Helena, Montana and San Antonio, Texas. We also own a field office building in Fruita, Colorado and lease office facilities in Houston, Texas, Rockwall, Texas, Florence, Kentucky...

  • Page 55
    ... 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 three natural gas storage facilities, including the Bammel facility, and own or lease other natural gas treating and conditioning facilities in...

  • Page 56
    ...Distributions on the Common Units and Related Unitholder Matters Our Common Units are listed on the New York Stock Exchange (the "NYSE") under the symbol "ETP". The following table sets forth, for the periods indicated, the high and low sales prices per Common Unit, as reported on the NYSE Composite...

  • Page 57
    ... means, with respect to any calendar quarter, all cash on hand at the end of such quarter: • Less the amount of cash reserves that are necessary or appropriate in the reasonable discretion of the General Partner to: O O provide for the proper conduct of our business; comply with applicable law...

  • Page 58
    ..., regardless of its source, as capital surplus. As defined in our Partnership Agreement, operating surplus includes $10.0 million in addition to our cash balance on the closing date of our initial public offering, cash receipts from our operations and cash from working capital borrowings. This...

  • Page 59
    ...December 31 Total Total Number of Units Purchased (1) Average Price Paid per Unit 49.59 - 50.97 50.88 6,137 $ - 89,406 95,543 $ (1) Pursuant to the terms of our equity incentive plans, to the extent the Partnership is required to withhold federal, state, local or foreign taxes in connection with...

  • Page 60
    ...,861 586,185 (a) Our interstate transportation operations began in fiscal 2007 with the acquisition of Transwestern pipeline. (b) As a partnership, we are generally not subject to income taxes. However, our subsidiaries, Oasis Pipe Line Company, HHI, Heritage Service Corporation and Titan Propane...

  • Page 61
    ..."our", the "Partnership" and "ETP" shall mean Energy Transfer Partners, L.P. and its subsidiaries. Overview The activities in which we are engaged and the wholly-owned operating subsidiaries through which we conduct those activities are as follows: • Natural gas operations, including the following...

  • Page 62
    ... sold to electric utilities, independent power plants, local distribution companies, industrial end-users and other marketing companies. The HPL System purchases natural gas at the wellhead for transport and selling. Other pipelines with access to west Texas supply, such as Oasis and ET Fuel, may...

  • Page 63
    ... 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 may be affected by temperature...

  • Page 64
    ...demand and capacity dynamics. We expect our current processing activities to continue to be stable, and with our expansion activities in the Eagle Ford Shale, we anticipate an increase in NGL volumes processed in 2011. This will have a favorable impact on our fee-based business as well as our equity...

  • Page 65
    ... on the Tiger pipeline, which was placed in service in December 2010. AFUDC on equity amounts recorded in property, plant and equipment were $28.8 million and $7.2 million for 2010 and 2009, respectively. Impairment of Investment in Affiliate. In conjunction with the transfer of our interest...

  • Page 66
    ... operating income from our natural gas compression equipment business. We acquired our natural gas compression equipment business in November 2009, and the increase in operating income resulted from a full twelve months of activity in 2010 compared to two months of activity in 2009. Selling, General...

  • Page 67
    ... fee at the current market price; the cost of consumed fuel is included in operating expenses. Although retention volumes were lower for the year ended December 31, 2010 compared to 2009, retention revenue increased $5.8 million due to more favorable pricing. Our average retention price for physical...

  • Page 68
    ... volumes on Transwestern decreased during 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 incremental volumes for Tiger pipeline during December 2010 averaged...

  • Page 69
    ... customers in the North Texas area and favorable processing conditions. These factors also contributed to an increase in our equity NGL volumes. Gross Margin. The components of our midstream segment gross margin were as follows: Years Ended December 31, 2010 2009 Gathering and processing fee-based...

  • Page 70
    ... Volumes. Sales volumes were negatively impacted by the timing and geographic distribution of temperature patterns due to an abrupt end to the 2009-2010 heating season in the eastern United States and the continued customer conservation resulting from the lingering effects of the economic recession...

  • Page 71
    ...discussion of operating income by operating segment below. Interest Expense. Interest expense increased principally due to higher levels of borrowings, which were used to finance growth capital expenditures primarily in our intrastate transportation and storage and interstate transportation segments...

  • Page 72
    ... costs due to timing differences. Intrastate Transportation and Storage Years Ended December 31, 2009 2008 Natural gas MMBtu/d - transported Revenues Cost of products sold Gross margin Operating expenses Depreciation and amortization Selling, general and administrative Segment operating income $ 70...

  • Page 73
    ...the Texas Independence Pipeline during 2008 and 2009. Gross Margin. The components of our intrastate transportation and storage gross margin were as follows: Years Ended December 31, 2009 2008 Transportation fees Natural gas sales and other Retained fuel revenues Storage margin, including fees Total...

  • Page 74
    ... to the Phoenix pipeline expansion. The increase in ad valorem taxes was partially offset by a net decrease of $1.4 million in operating expenses primarily due to lower electric demand costs, professional fees and gas imbalance activities. Depreciation and Amortization. Interstate depreciation and...

  • Page 75
    Midstream Years Ended December 31, 2009 2008 NGLs produced (Bbls/d) Equity NGLs produced (Bbls/d) Revenues Cost of products sold Gross margin Operating expenses Depreciation and amortization Selling, general and administrative Segment operating income $ $ 46,640 17,355 2,441,160 2,116,279 324,881 68...

  • Page 76
    ...margins. Prior to April 2009, these financial instruments were not designated as cash flow hedges for accounting purposes, and changes in market value were recorded in cost of products sold in the consolidated statements of operations. During 2009, our propane margins were positively impacted by the...

  • Page 77
    ... potential acquisition of new pipeline systems and propane operations. We generally fund our capital requirements with cash flows from operating activities and, to the extent that they exceed cash flows from operating activities, with proceeds of borrowings under existing credit facilities, longterm...

  • Page 78
    ... prior to that time as we deem prudent to provide liquidity for new capital projects or other partnership purposes. The assets used in our natural gas operations, including pipelines, gathering systems and related facilities, are generally long-lived assets and do not require significant maintenance...

  • Page 79
    ... of our acquisition of a natural gas compression equipment business in exchange for ETP Common Units, cash acquired in connection with acquisitions during 2009 exceeded the cash we paid by $30.4 million. Year Ended December 31, 2008 Cash used in investing activities during 2008 of $2.02 billion...

  • Page 80
    ... Unit offerings. We issued senior notes (see Note 6 to our consolidated financial statements) for net proceeds of $993.6 million, which were used to repay outstanding borrowings under the ETP Credit Facility and for general partnership purposes. In addition, in December 2009, Transwestern issued...

  • Page 81
    ... current rating. We use the ETP Credit Facility to provide temporary financing for our growth projects, as well as for general partnership purposes. We typically repay amounts outstanding under the ETP Credit Facility with proceeds from common unit offerings or long-term notes offerings. The timing...

  • Page 82
    ... (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 83
    ... 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 require...

  • Page 84
    ... indicated. Cash Distributions We expect to use substantially all of our cash provided by operating and financing activities from the Operating Companies to provide distributions to our Unitholders. Under our Partnership Agreement, we will distribute to our partners within 45 days after the end of...

  • Page 85
    ...Units Class E Units General Partner Interest Incentive Distribution Rights Total distributions declared New Accounting Standards None. Estimates and Critical Accounting Policies The selection and application of accounting policies is an important process that has developed as our business activities...

  • Page 86
    ... from fees charged for storing customers' working natural gas in our storage facilities. We also engage in natural gas storage transactions in which we seek to find and profit from pricing differences that occur over time utilizing the Bammel storage reservoir. We purchase physical natural gas and...

  • Page 87
    natural gas producers and other supply points and sell that 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. We have a risk management policy that provides for ...

  • Page 88
    ... 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 89
    ... and those of our General Partner, as well as assumptions made by and information currently available to us. These forward-looking statements are identified as any statement that does not relate strictly to historical or current facts. When used in this annual report, words such as "anticipate...

  • Page 90
    ... sources of natural gas supply; availability and marketing of competitive fuels; the impact of energy conservation efforts; energy efficiencies and technological trends; governmental regulation and taxation; changes to, and the application of, regulation of tariff rates and operational requirements...

  • Page 91
    ... 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 92
    ... of operations. We use futures and basis swaps, designated as fair value hedges, to hedge our natural gas inventory stored in our Bammel storage facility. Changes in the spreads between the forward natural gas prices designated as fair value hedges and the physical Bammel inventory spot price result...

  • Page 93
    ... consolidated results of operations or in other comprehensive income. In the event of an actual 10% change in prompt month natural gas prices, the fair value of our total derivative portfolio may not change by 10% due to factors such as when the financial instrument settles and the location to which...

  • Page 94
    ... oil and gas companies and power 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, management does...

  • Page 95
    ...Chief Executive Officer and Chief Financial Officer of our General Partner, concluded that our disclosure controls and procedures were adequate and effective as of December 31, 2010. Management's Report on Internal Control over Financial Reporting The management of Energy Transfer Partners, L.P. and...

  • Page 96
    ...to express an opinion on Energy Transfer Partners, L.P.'s internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit...

  • Page 97
    ...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, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. ITEM...

  • Page 98
    ... 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Board of Directors Energy Transfer Partners GP, L.P. is our general partner. Our General Partner manages and directs all of our activities. The activities of our General Partner are managed and directed by its general partner, ETP LLC. Our...

  • Page 99
    ... auditor, who reports directly to the Audit Committee, and reviews the Partnership's contingencies with management and our independent auditors. Corporate Governance The Board of Directors has adopted both a Code of Business Conduct and Ethics applicable to our directors, officers and employees, and...

  • Page 100
    ... The Board of Directors has adopted a Code of Business Conduct and Ethics applicable to our officers, directors and employees. Specific provisions are applicable to the principal executive officer, principal financial officer, principal accounting officer and controller, or those persons performing...

  • Page 101
    ... certain information with respect to the executive officers and members of the Board of Directors of our General Partner as of February 15, 2011. 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 102
    ... combination of the operations of ETC OLP and HOLP, Mr. McCrea served as Senior Vice President - Business Development and Producer Services of the general partner of ETC OLP and ET Company I, Ltd., having served in that capacity since 1997. Mr. McCrea also currently serves on the Board of Directors...

  • Page 103
    ... to joining Bass Investment Limited Partnership, he was a member of the oil and gas group in the investment banking division of Goldman, Sachs & Co. He currently serves as a director of NGP Capital Resources Company. Mr. Albin has served as a director of our General Partner since February 2004 and...

  • Page 104
    ... continental United States, and has served as its President and Chief Executive Officer since 1995. Currently, Mr. Grimm is also President of Rising Star Energy Development Company and a co-CEO of RSP Permian, which is active in the drilling and developing of West Texas Permian Basin oil reserves...

  • Page 105
    ... as our "named executive officers" are the following officers of our General Partner Kelcy L. Warren, Chief Executive Officer; Marshall S. (Mackie) McCrea, III, President and Chief Operating Officer; Martin Salinas, Jr., Chief Financial Officer; Thomas P. Mason, Vice President, General Counsel and...

  • Page 106
    ... partners and bear no relationship to the level of compensation of the named executive officers. For a more detailed description of the compensation of our named executive officers, please see "- Compensation Tables" below. Compensation Committee We are a limited partnership and our units are listed...

  • Page 107
    ... with that of other executive officers and key management employees employed by publicly traded limited partnerships of similar size and in similar lines of business; motivate executive officers and key employees to achieve strong financial and operational performance; emphasize performance-based...

  • Page 108
    ... for our named executive officers at the same levels as for 2008 due to the uncertainties related to the economy and the natural gas markets that existed at that time. In 2010, the Compensation Committee approved increases in the annual base salaries of Messrs. McCrea, Salinas and Mason of 3% each...

  • Page 109
    ... satisfaction of performance objectives, was more generally prevalent with companies in the energy industry. In December 2010 and January 2011, the Compensation Committee approved grants of unit awards to Messrs. McCrea, Salinas, Mason and Powers of 250,000 units, 20,000 units, 20,000 units and 10...

  • Page 110
    ... stock or equity interests of Energy Transfer Partners GP, L.P.; (iii) the sale of all or substantially all of ETP's assets (other than to any Affiliate (as defined therein) of ETE); or (iv) a liquidation or dissolution of ETP. No such accelerated vesting occurred in 2010. Deferred Compensation Plan...

  • Page 111
    ... long-term performance of the Partnership. Director Compensation The Compensation Committee periodically reviews and makes recommendations regarding the compensation of the directors of our General Partner. In 2010, non-employee directors of our General Partner received an annual fee of $40,000 plus...

  • Page 112
    ... Analysis be included in this annual report on Form 10-K. The Compensation Committee of the Board of Directors of Energy Transfer Partners, L.L.C., the general partner of the Energy Transfer Partners GP, L.P., the general partner of Energy Transfer Partners, L.P. Michael K. Grimm Bill W. Byrne Ray...

  • Page 113
    ... 20,488 Name and Principal Position Kelcy L. Warren (4) Chief Executive Officer Martin Salinas, Jr. (5) Chief Financial Officer Marshall S. (Mackie) McCrea, III President and Chief Operating Officer Thomas P. Mason Vice President, General Counsel and Secretary William G. Powers, Jr. (6) President...

  • Page 114
    ...-Based Awards Table All Other Unit Awards: Number of Units (#) - 20,000 250,000 20,000 10,000 Estimated Future Payouts Under Equity Incentive Plan Awards Name Kelcy L. Warren Martin Salinas, Jr. Marshall S. (Mackie) McCrea, III Thomas P. Mason William G. Powers, Jr. Grant Date N/A 12/15/10 1/14...

  • Page 115
    ...21,237 9,200 $ Name Kelcy L. Warren Martin Salinas, Jr. Marshall S. (Mackie) McCrea, III Thomas P. Mason William G. Powers, Jr. Value Realized on Vesting ($) (1) - 460,598 632,003 1,068,627 448,506 (1) Amounts presented represent the number of unit awards vested during 2010 and the value realized...

  • Page 116
    ...Units * Less than 1% Kelcy L. Warren Marshall S. (Mackie) McCrea , III Martin Salinas, Jr. Thomas P. Mason William G. Powers, Jr. Ray C. Davis Bill W. Byrne David R. Albin Paul E. Glaske Michael K. Grimm K. Rick Turner (4) Ted Collins, Jr. All Directors and Executive Officers as a Group (13 Persons...

  • Page 117
    ...and Energy Transfer Partners GP, L.P., and the 50,226,967 ETP common units owned by ETE, are pledged as collateral for the benefit of the lenders under such credit facility. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE As a policy matter, the Conflicts Committee...

  • Page 118
    ... an operating lease agreement with the former owners of Energy Transfer Group, L.L.C., which we acquired in 2009. These former owners include Mr. Warren and Mr. Davis. See discussion in Note 12 to our consolidated financial statements. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The following...

  • Page 119
    PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as a part of this Report: (1) Financial Statements - see Index to Financial Statements appearing on page F-1. (2) Financial Statement Schedules - None. (3) Exhibits - see Index to Exhibits set forth on ...

  • Page 120
    ... 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. By Energy Transfer Partners, L.L.C., its general partner By: /s/ Kelcy L. Warren Kelcy L. Warren Chief Executive Officer and...

  • Page 121
    ...of Limited Partnership of Heritage Operating, L.P. Third Amended and Restated Agreement of Limited Partnership of Energy Transfer Partners GP, L.P. Fourth Amended and Restated Limited Liability Company Agreement of Energy Transfer Partners, L.L.C. Certificate of Formation of Energy Transfer Partners...

  • Page 122
    ..., November 19, 1997 Note Purchase Agreement and August 10, 2000 Note Purchase Agreement. Amended and Restated 2004 Unit Plan. Midstream Bonus Plan. Energy Transfer Partners, L.P. 2008 Long-Term Incentive Plan. Energy Transfer Partners Deferred Compensation Plan. E-2 (33) 4.14 (51) 4.15 (48...

  • Page 123
    ..., and AEP Asset Holdings LP, AEP Leaseco LP, Houston Pipe Line Company, LP and HPL Resources Company LP, as Companies. Purchase and Sale Agreement, dated as of September 14, 2006, among Energy Transfer Partners, L.P. and EFS-PA, LLC (a/k/a GE Energy Financial Services), CDPQ Investments (U.S.), Inc...

  • Page 124
    ... 13, 2009, among Fayetteville Express Pipeline LLC and the Lenders party thereto. Guaranty Agreement, dated as of November 13, 2009, between Energy Transfer Partners, L.P., as the guarantor, and The Royal Bank of Scotland plc, as the administrative agent. List of Subsidiaries. Consent of Grant...

  • Page 125
    ... 8-K filed July 29, 2009. (14) Incorporated by reference to the same numbered Exhibit to the Registrant's Form 8-K/A filed June 2, 2010. (15) Incorporated by reference to the same numbered Exhibit to the Registrant's Form 10-Q for the quarter ended February 28, 2002. (16) Incorporated by reference...

  • Page 126
    ...the Proxy Statement filed by the Registrant November 21, 2008. (51) Incorporated by reference to Exhibit 4.2 to the Registrant's Form 8-K ...Form 8-K filed August 10, 2010. (57) Incorporated by reference to the same numbered Exhibit to the Registrant's Form 10-Q for the quarter ended March 31, 2010...

  • Page 127
    INDEX TO FINANCIAL STATEMENTS Energy Transfer Partners, L.P. and Subsidiaries Page Report of Independent Registered Public Accounting Firm ...Consolidated Balance Sheets - December 31, 2010 and 2009 ...Consolidated Statements of Operations - Years Ended December 31, 2010, 2009 and 2008 ......

  • Page 128
    ... of the Public Company Accounting Oversight Board (United States), Energy Transfer Partners, L.P.'s internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the...

  • Page 129
    ... INFORMATION ITEM 1. FINANCIAL STATEMENTS ENERGY TRANSFER PARTNERS, L.P. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Dollars in thousands) December 31, 2010 2009 ASSETS CURRENT ASSETS: Cash and cash equivalents Marketable securities Accounts receivable, net of allowance for doubtful accounts...

  • Page 130
    ENERGY TRANSFER PARTNERS, L.P. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Dollars in thousands) December 31, 2010 2009 LIABILITIES AND PARTNERS' CAPITAL CURRENT LIABILITIES: Accounts payable Accounts payable to related companies Exchanges payable Price risk management liabilities Accrued and ...

  • Page 131
    ENERGY TRANSFER PARTNERS, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Dollars in thousands, except per unit data) Years Ended December 31, 2010 2009 2008 REVENUES: Natural gas operations Retail propane Other Total revenues COSTS AND EXPENSES: Cost of products sold - natural gas ...

  • Page 132
    ENERGY TRANSFER PARTNERS, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Dollars in thousands) Years Ended December 31, 2010 2009 2008 Net income Other comprehensive income (loss), net of tax: Reclassification to earnings of gains and losses on derivative instruments ...

  • Page 133
    ... contribution from General Partner Distributions on unvested unit awards Non-cash unit-based compensation expense, net of units tendered by employees for tax withholdings Non-cash executive compensation Other, net Other comprehensive income, net of tax Net income Balance, December 31, 2010 Total...

  • Page 134
    ENERGY TRANSFER PARTNERS, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands) Years Ended December 31, 2010 2009 2008 CASH FLOWS FROM OPERATING ACTIVITIES: Net income Reconciliation of net income to net cash provided by operating activities: Impairment of investment in...

  • Page 135
    ... Texas System and North Texas System, and marketing activities. We also own and operate natural gas gathering pipelines and conditioning facilities in the Piceance-Uinta Basin of Colorado and Utah. Energy Transfer Interstate Holdings, LLC ("ET Interstate"), a Delaware limited liability company...

  • Page 136
    ... Pipeline, LLC ("ETC Tiger"), a Delaware limited liability company formed to engage in interstate transportation of natural gas. ETC Compression, LLC ("ETC Compression"), a Delaware limited liability company engaged in natural gas compression services and related equipment sales. Heritage Operating...

  • Page 137
    ... from fees charged for storing customers' working natural gas in our storage facilities. We also engage in natural gas storage transactions in which we seek to find and profit from pricing differences that occur over time utilizing the Bammel storage reservoir. We purchase physical natural gas and...

  • Page 138
    ... Exchanges receivable Other current assets Intangibles and other assets Accounts payable Accounts payable to related companies Exchanges payable Accrued and other current liabilities Other non-current liabilities Price risk management assets and liabilities, net Net change in operating assets and...

  • Page 139
    ... in the electric and gas utility industries as well as natural gas producers. This concentration of customers may impact our overall exposure to credit risk, either positively or negatively, in that the customers may be similarly affected by changes in economic or other conditions. From time to time...

  • Page 140
    ... delivered to the customer service locations, including storage fees and inbound freight costs. The cost of appliances, parts and fittings is determined by the first-in, first-out method. Inventories consisted of the following: December 31, 2010 2009 Natural gas and NGLs, excluding propane Propane...

  • Page 141
    ...components or natural gas plant components, any gain or loss is recorded to accumulated depreciation. When entire pipeline systems, gas plants or other property and equipment are retired or sold, any gain or loss is included in our consolidated statements of operations. We review property, plant and...

  • Page 142
    ... over, but do not control the investee's operating and financial policies. We account for our investment in Fayetteville Express Pipeline LLC ("FEP") using the equity method. See Note 4 for a discussion of this joint venture. Goodwill Goodwill is tested for impairment annually or more frequently if...

  • Page 143
    ... allocation and generally may be adjusted when the purchase price allocation is finalized. A net increase in goodwill of $35.7 million was recorded during the year ended December 31, 2010, primarily due to $27.3 million from the acquisition of the natural gas gathering company referenced in Note...

  • Page 144
    ... consisted of the following: December 31, 2010 2009 Interest payable Customer advances and deposits Accrued capital expenditures Accrued wages and benefits Taxes other than income taxes Income taxes payable Deferred income taxes Other Total accrued and other current liabilities F-18 $ 135,867 86,191...

  • Page 145
    ...may also be required when customers exceed their credit limits or do not qualify for open credit. Fair Value of Financial Instruments The carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximate their fair value. Price risk management assets and liabilities...

  • Page 146
    ... at December 31, 2010 Using Quoted Prices in Active Markets for Significant Identical Assets Observable and Liabilities Inputs (Level 1) (Level 2) $ 2,032 - $ - 20,790 Fair Value Total Assets: Marketable securities Interest rate derivatives Commodity derivatives: Natural Gas: Fixed Swaps/Futures...

  • Page 147
    ... 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 148
    ... follow the asset and liability method of accounting for income taxes, under which deferred income taxes are recorded based upon differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect...

  • Page 149
    ... to the General Partner and Limited Partners based on their respective ownership interests. 3. ACQUISITIONS: 2010 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...

  • Page 150
    ... Energy Partners LP ("Regency") in exchange for 26,266,791 Regency common units. In addition, ETE acquired all of the equity interest in the general partner entities of Regency from an affiliate of GE Energy Financial Services, Inc. Fayetteville Express Pipeline LLC We are party to an agreement...

  • Page 151
    ... 2009 2008 Revenue Operating income Net income 5. NET INCOME PER LIMITED PARTNER UNIT: A reconciliation of net income and weighted average units used in computing basic and diluted net income per unit is as follows: Years Ended December 31, 2010 2009 2008 Net income General Partner's interest in net...

  • Page 152
    ..., 2010 2009 ETP Senior Notes: 5.65% Senior Notes due August 1, 2012 6.0%...rates ranging from 7.26% to 8.87% Revolving Credit Facilities: ETP Revolving Credit Facility HOLP Revolving Credit Facility Other long-term debt Unamortized discounts Fair value adjustments related to interest rate swaps Current...

  • Page 153
    ... fee payable on the unused portion of the ETP Credit Facility varies based on our credit rating with a maximum fee of 0.125%. The fee is 0.11% based on our current rating. The indebtedness under the ETP Credit Facility is unsecured and not guaranteed by any of the Partnership's subsidiaries...

  • Page 154
    ... (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 155
    ...our Partnership Agreement) from operating surplus after the minimum quarterly distribution has been paid. Please read "Quarterly Distributions of Available Cash" below. ETP GP owns all of the IDRs. Common Units The change in Common Units was as follows: Years Ended December 31, 2010 2009 2008 Number...

  • Page 156
    ... ETP Credit Facility. (3) Proceeds 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...

  • Page 157
    ... no plans are currently in place, management may evaluate whether to retire some or all of the Class E Units at a future date. Quarterly Distributions of Available Cash The Partnership Agreement requires that we distribute all of our Available Cash to our Unitholders and our General Partner within...

  • Page 158
    ... 2008 Limited Partners: Common Units Class E Units General Partner interest Incentive Distribution Rights $ Accumulated Other Comprehensive Income The following table presents the components of AOCI, net of tax: December 31, 2010 2009 Net gains on commodity related hedges Net losses on interest rate...

  • Page 159
    ... 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 rights ("DERs"), Common Unit...

  • Page 160
    ...construct and operate an expansion of the Tiger pipeline. In February 2011, we accepted the FERC's order authorizing the construction of this expansion. On September 29, 2006, Transwestern filed revised tariff sheets under Section 4(e) of the Natural Gas Act ("NGA") proposing a general rate increase...

  • Page 161
    ... from time to time, be involved in litigation and claims 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...

  • Page 162
    ....0 million due to tax benefits resulting from the portion of the payment that is used to satisfy third party claims. Houston Pipeline Cushion Gas Litigation. At the time of the HPL System acquisition, AEP Energy Services Gas Holding Company II, L.L.C., HPL Consolidation LP and its subsidiaries (the...

  • Page 163
    ... Matters Our operations are subject to extensive federal, state and local environmental and safety laws and regulations that can require expenditures to ensure compliance, including related to air emissions and wastewater discharges, at operating facilities and for remediation at current...

  • Page 164
    ... liabilities will not be incurred. Costs of planning, designing, constructing and operating pipelines, plants and other facilities must incorporate compliance with environmental laws and regulations and safety standards. Failure to comply with these laws and regulations may result in the assessment...

  • Page 165
    ... state laws that regulate the protection of the health and safety of employees. In addition, OSHA's hazardous communication standard requires that information be maintained about hazardous materials used or produced in our operations and that this information be provided to employees, state...

  • Page 166
    ... purposes, we value the hedged natural gas inventory at current spot market prices along with the financial derivative we use to hedge it. Changes in the spread between the forward natural gas prices designated as fair value hedges and the physical inventory spot price result in unrealized gains or...

  • Page 167
    ... consolidated statements of operations on a net basis. Trading activities, including trading of physical gas and financial derivative instruments, resulted in net losses of approximately $26.2 million for the year ended December 31, 2008. Interest Rate Risk We are exposed to market risk for changes...

  • Page 168
    ... oil and gas companies and power 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, management does...

  • Page 169
    ...37,191) $ (61,427) The commodity derivatives (margin deposits) are recorded in "Other current assets" on our consolidated balance sheets. The remainder of the derivatives are recorded in "Price risk management assets/liabilities." We disclose the non-exchange traded financial derivative instruments...

  • Page 170
    ...) Years Ended December 31, 2010 2009 2008 $ $ 37,325 (1,493) 35,832 $ $ 9,924 287 10,211 $ $ 42,874 646 43,520 Derivatives in cash flow hedging relationships: Commodity derivatives Cost of products sold Interest rate derivatives Interest expense Total Location of Gain/(Loss) Reclassified from...

  • Page 171
    ... services for ETE's benefit for the years ended December 31, 2010, 2009 and 2008, respectively. The increase recorded in the current year was the result of increased service fees related to the provision of various general and administrative services for Regency which was acquired by ETE in 2010...

  • Page 172
    ...the partnership interests of Energy Transfer Technologies, Ltd. ("ETT"). ETT provides compression services to customers engaged in the transportation of natural gas, including ETP. The membership interests of ETG were contributed to us by Mr. Warren and by two entities, one of which is controlled by...

  • Page 173
    .... Management has included the wholesale propane and natural gas compression services operations in "other" for all periods presented in this report because such operations are not material. Intersegment and intrasegment transactions are generally based on transactions made at market-related rates...

  • Page 174
    ... storage Interstate transportation Midstream Retail propane and other retail propane related All other Eliminations Selling, general and administrative expenses not allocated to segments Total operating income Other items not allocated by segment: Interest expense, net of interest capitalized Equity...

  • Page 175
    ... 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 176
    ...Transfer Fuel GP, LLC, a Delaware limited liability company Energy Transfer Fuel, LP, a Delaware limited partnership Energy Transfer Group, LLC, a Texas limited liability company Energy Transfer Interstate Holdings, LLC, a Delaware limited liability company Energy Transfer International Holdings LLC...

  • Page 177
    ... Line Management Company, a Delaware corporation Oasis Pipeline, LP, a Texas limited partnership SEC Energy Products & Services, L.P., a Texas limited partnership SEC Energy Realty GP, LLC, a Texas limited liability company SEC - EP Realty Ltd., a Texas limited partnership SEC General Holdings, LLC...

  • Page 178
    Fallsburg Gas Service Flamegas Company Foster's Propane Foust Fuels Franconia Gas Gas Service Company Geldbach Petroleum Gibson Propane Green's Fuel Gas Company Greer Gas, L.P. Guilford Gas Harris Propane Heritage Propane Heritage Propane Express Holton's L.P. Gas Horizon Gas Houston County Propane ...

  • Page 179
    • • • • • • • • • • • Paradee Gas Company Perkins Propane Gas Pioneer Propane ProFlame Progas Propane Energies Propane Gas Ind. Quality Gas Rocky Mountain Propane Rural Gas and Appliance San Juan Propane

  • Page 180
    ... Gas Company Thomas Gas Company Trenton LP Gas Tri-Cities Gas Company Tri-Gas Propane Company Truckee Tahoe Propane Turner Propane V-1 Propane Vandeveer's Gas Service Wakulla L.P.G. Waynesville Gas Service Young's Propane Titan Propane LLC, a Delaware limited liability company, which does business...

  • Page 181
    Graves Propane Hall's Semple Propane Heritage Propane Hurley Gas Company Interstate Gas Keene Gas L & K Propane Lake Almanor Propane Lehigh Valley Propane Lone Pine Propane

  • Page 182
    ... Propane ServiGas Shenandoah Valley Propane Snyder Propane Southeastern Propane Southwest Propane SP Barron LP St. Augustine Gas Synergy Gas Tappan Gas LP Tecumseh LP Thomas Gas Company Titan Propane Town & Country Truckee Tahoe Propane Vineyard Propane Virginia Propane Waynes County Propane Western...

  • Page 183
    ... PUBLIC ACCOUNTING FIRM We have issued our reports dated February 28, 2011, with respect to the consolidated financial statements and internal control over financial reporting included in the Annual Report of Energy Transfer Partners, L.P. on Form 10-K for the year ended December 31, 2010. We...

  • Page 184
    ... I, Kelcy L. Warren, certify that: 1. 2. I have reviewed this annual report on Form 10-K of Energy Transfer Partners, L.P.; Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of...

  • Page 185
    ... I, Martin Salinas, Jr., certify that: 1. 2. I have reviewed this annual report on Form 10-K of Energy Transfer Partners, L.P.; Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light...

  • Page 186
    ... In connection with the annual report of Energy Transfer Partners, L.P. (the "Partnership") on Form 10-K for the year ended December 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Kelcy L. Warren, Chief Executive Officer, certify, pursuant to 18...

  • Page 187
    ... connection with the annual report of Energy Transfer Partners, L.P. (the "Partnership") on Form 10-K for the quarter ended December 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Martin Salinas, Jr., Chief Financial Officer, certify, pursuant to...