EQUITY

There were no changes in ETE common units and Series A Convertible Preferred Units during the three months ended March 31, 2018.

ETE Equity Distribution Agreement

In March 2017, the Partnership entered into an equity distribution agreement relating to at-the-market offerings of its common units with an aggregate offering price up to $1 billion. As of March 31, 2018, there have been no sales of common units under the equity distribution agreement.

ETE Series A Convertible Preferred Units

As of March 31, 2018, the Partnership had 329.3 million Series A Convertible Preferred Units outstanding with a carrying value of $519 million.

Repurchase Program

During the three months ended March 31, 2018, ETE did not repurchase any ETE common units under its current buyback program. As of March 31, 2018, $936 million remained available to repurchase under the current program.

Subsidiary Equity Transactions

The Parent Company accounts for the difference between the carrying amount of its investment in ETP and Sunoco LP and the underlying book value arising from the issuance or redemption of units by ETP and Sunoco LP (excluding transactions with the Parent Company) as capital transactions. As a result of these transactions, during the three months ended March 31, 2018, we recognized an decrease in partners’ capital of $103 million.

ETP Equity Distribution Program

During the three months ended March 31, 2018, there were no ETP common units issued under ETP’s equity distribution agreements. As of March 31, 2018, $752 million of ETP’s common units remained available to be issued under ETP’s existing $1.00 billion equity distribution agreement.

ETP Distribution Reinvestment Program

In July 2017, ETP initiated a new distribution reinvestment plan. During the three months ended March 31, 2018, distributions of $20 million were reinvested under the distribution reinvestment plan.

ETP Preferred Units

As of each of March 31, 2018 and December 31, 2017, ETP had 950,000 ETP Series A Preferred Units and 550,000 ETP Series B Preferred Units outstanding.

In April 2018, ETP issued 18 million of its 7.375% ETP Series C Preferred Units at a price of $25 per unit, resulting in total gross proceeds of $450 million. The proceeds were used to repay amounts outstanding under ETP’s revolving credit facility and for general partnership purposes.

Distributions on the ETP Series C Preferred Units will accrue and be cumulative from and including the date of original issue to, but excluding, May 15, 2023, at a rate of 7.375% per annum of the stated liquidation preference of $25. On and after May 15, 2023, distributions on the ETP Series C Preferred Units will accumulate at a percentage of the $25 liquidation preference equal to an annual floating rate of the three-month LIBOR, determined quarterly, plus a spread of 4.530% per annum. The ETP Series C Preferred Units are redeemable at ETP’s option on or after May 15, 2023 at a redemption price of $25 per ETP Series C Preferred Unit, plus an amount equal to all accumulated and unpaid distributions thereon to, but excluding, the date of redemption.

Sunoco LP Common Unit Transactions

On February 7, 2018, subsequent to the record date for Sunoco LP’s fourth quarter 2017 cash distributions, Sunoco LP repurchased 17,286,859 Sunoco LP common units owned by ETP for aggregate cash consideration of approximately $540 million. ETP used the proceeds from the sale of the Sunoco LP common units to repay amounts outstanding under its revolving credit facility.

Sunoco LP Series A Preferred Units

In January 2018, Sunoco LP redeemed all outstanding Sunoco LP Series A Preferred Units held by ETE for an aggregate redemption amount of approximately $313 million. The redemption amount included the original consideration of $300 million and a 1% call premium plus accrued and unpaid quarterly distributions.

Parent Company Quarterly Distributions of Available Cash

Distributions declared and/or paid subsequent to December 31, 2017 were as follows:



Quarter Ended	Record Date	Payment Date	Rate
December 31, 2017⁽¹⁾	February 8, 2018	February 20, 2018	$	0.3050
March 31, 2018⁽¹⁾	May 7, 2018	May 21, 2018	0.3050

⁽¹⁾

Certain common unitholders elected to participate in a plan pursuant to which those unitholders elected to forgo their cash distributions on all or a portion of their common units, and in lieu of receiving cash distributions on these common units for each such quarter, such unitholder received Series A Convertible Preferred Units, and (on a one-for-one basis for each common unit as to which the participating unitholder elected be subject to this plan) that entitled them to receive a cash distribution of up to $0.11 per Series A Convertible Preferred Unit. The quarter ended March 31, 2018 is the final quarter of participation in the plan.

Distributions declared and/or paid with respect to our Series A Convertible Preferred Units subsequent to December 31, 2017 were as follows:



Quarter Ended	Record Date	Payment Date	Rate
December 31, 2017	February 8, 2018	February 20, 2018	$	0.1100
March 31, 2018	May 7, 2018	May 21, 2018	0.1100

ETP Quarterly Distributions of Available Cash

Under ETP’s limited partnership agreement, within 45 days after the end of each quarter, ETP distributes all cash on hand at the end of the quarter, less reserves established by the general partner in its discretion. This is defined as "available cash" in ETP’s partnership agreement. The general partner has broad discretion to establish cash reserves that it determines are necessary or appropriate to properly conduct ETP's business. ETP will make quarterly distributions to the extent there is sufficient cash from operations after establishment of cash reserves and payment of fees and expenses, including payments to the general partner.

Distributions declared and/or paid by ETP subsequent to December 31, 2017 were as follows:



Quarter Ended	Record Date	Payment Date	Rate
December 31, 2017	February 8, 2018	February 14, 2018	$	0.5650
March 31, 2018	May 7, 2018	May 15, 2018	0.5650

ETE has agreed to relinquish its right to the following amounts of incentive distributions from ETP in future periods:



	Total Year
2018 (remainder)	$	111
2019	128
Each year beyond 2019	33

Distributions on preferred units declared and paid by ETP subsequent to December 31, 2017 were as follows:

Distribution per ETP Preferred Unit

Quarter Ended

Record Date

Payment Date

Series A

Series B

December 31, 2017

February 1, 2018

February 15, 2018

15.451

16.378

Sunoco LP Quarterly Distributions of Available Cash

The following are distributions declared and/or paid by Sunoco LP subsequent to December 31, 2017:



Quarter Ended	Record Date	Payment Date	Rate
December 31, 2017	February 6, 2018	February 14, 2018	$	0.8255
March 31, 2018	May 7, 2018	May 15, 2018	0.8255

Accumulated Other Comprehensive Income

The following table presents the components of AOCI, net of tax:



	March 31, 2018			December 31, 2017
Available-for-sale securities ⁽¹⁾	$	4		$	8
Foreign currency translation adjustment	(5		)	(5		)
Actuarial loss related to pensions and other postretirement benefits	(7		)	(5		)
Investments in unconsolidated affiliates, net	10			5
Subtotal	2			3
Amounts attributable to noncontrolling interest	(2		)	(3		)
Total AOCI, net of tax	$	—		$	—

⁽¹⁾

Effective January 1, 2018, the Partnership adopted Accounting Standards Update No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, which resulted in the reclassification of $2 million from ETP’s accumulated other comprehensive income related to available-for-sale securities to ETP’s common unitholders. The amount is reflected as noncontrolling interest in the Partnership’s consolidated financial statements.