Energy Transfer 2010 Annual Report Download - page 29

Because of all these factors, we cannot guarantee that we will have sufficient available cash to pay a specific
level of cash distributions to our Unitholders.
Furthermore, Unitholders should be aware that the amount of cash we have available for distribution depends
primarily upon our cash flow, and is not solely a function of profitability, which is affected by non-cash items.
As a result, we may declare and/or pay cash distributions during periods when we record net losses.
We may sell additional limited partner interests, diluting existing interests of Unitholders.
Our Second Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”) allows us
to issue an unlimited number of additional limited partner interests, including securities senior to the Common
Units, without the approval of our Unitholders. The issuance of additional Common Units or other equity
securities will have the following effects:
• the current proportionate ownership interest of our Unitholders in us will decrease;
• the amount of cash available for distribution on each Common Unit or partnership security may decrease;
• the relative voting strength of each previously outstanding Common Unit may be diminished; and
• the market price of the Common Units or partnership securities may decline.
Future sales of our units or other limited partner interests in the public market could reduce the market price
of Unitholders’ limited partner interests.
As of December 31, 2010, ETE owned 50,226,967 ETP Common Units. If ETE were to sell and/or distribute its
Common Units to the holders of its equity interests in the future, those holders may dispose of some or all of
these units. The sale or disposition of a substantial portion of these units in the public markets could reduce the
market price of our outstanding Common Units.
In August 2009, we filed a registration statement to register 12,000,000 ETP Common Units held by ETE, which
allows ETE to offer and 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 had approximately $6.44 billion of consolidated debt, excluding the credit
facilities of our joint ventures, which we guarantee in part. Our level of indebtedness affects our operations in
several ways, including, among other things:
• a significant portion of our cash flow from operations will be dedicated to the payment of principal and
interest on outstanding debt and will not be available for other purposes, including payment of distributions;
• covenants contained in our existing debt agreements require us to meet financial tests that may adversely
affect our flexibility in planning for and reacting to changes in our business;
• our ability to obtain additional financing for working capital, capital expenditures, acquisitions and general
partnership purposes may be limited;
• we may be at a competitive disadvantage relative to similar companies that have less debt;
• we may be more vulnerable to adverse economic and industry conditions as a result of our significant debt
level; and
• failure to comply with the various restrictive covenants of our debt agreements could negatively impact our
ability and the ability of our subsidiaries to incur additional debt, including our ability to utilize the available
capacity under our revolving credit facilities, and our ability to pay our distributions.
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