Equity

6 Months Ended

Jun. 30, 2019

EQUITY

The change in ET Common Units during the six months ended June 30, 2019 was as follows:



	Six Months Ended June 30, 2019
Number of Common Units, beginning of period	2,619.4
Common Units issued in connection with the distribution reinvestment plan	3.4
Common Units issued under equity incentive plans and other	0.4
Number of Common Units, end of period	2,623.2

ET Equity Distribution Program

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 June 30, 2019, there have been no sales of common units under the equity distribution agreement.

ET Repurchase Program

During the six months ended June 30, 2019, ET did not repurchase any ET common units under its current buyback program. As of June 30, 2019, $936 million remained available to repurchase under the current program.

ET Distribution Reinvestment Program

During the six months ended June 30, 2019, distributions of $51 million were reinvested under the distribution reinvestment program. As of June 30, 2019, a total of 37 million common units remain available to be issued under the existing registration statement in connection with the distribution reinvestment program.

Subsidiary Equity Transactions

ETO Preferred Units

As of June 30, 2019 and December 31, 2018, ETO’s outstanding preferred units included 950,000 ETO Series A Preferred Units, 550,000 ETO Series B Preferred Units, 18,000,000 ETO Series C Preferred Units and 17,800,000 ETO Series D Preferred Units. As of June 30, 2019, ETO’s outstanding preferred units also included 32,000,000 ETO Series E Preferred Units.

ETO Series E Preferred Units Issuance

In April 2019, ETO issued 32 million of its 7.600% ETO Series E Preferred Units at a price of $25 per unit, including 4 million ETO Series E Preferred Units pursuant to the underwriters’ exercise of their option to purchase additional preferred units. The total gross proceeds from the ETO Series E Preferred Unit issuance were $800 million, including $100 million from the underwriters’ exercise of their option. The net proceeds were used to repay amounts outstanding under ETO’s Five-Year Credit Facility and for general partnership purposes.

Distributions on the ETO Series E Preferred Units will accrue and be cumulative from and including the date of original issue to, but excluding, May 15, 2024, at a rate of 7.600% per annum of the stated liquidation preference of $25. On and after May 15, 2024, distributions on the ETO Series E 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 5.161% per annum. The ETO Series E Preferred Units are redeemable at ETO’s option on or after May 15, 2024 at a redemption price of $25 per ETO Series E Preferred Unit, plus an amount equal to all accumulated and unpaid distributions thereon to, but excluding, the date of redemption.

Sunoco LP Equity Distribution Program

For the six months ended June 30, 2019, Sunoco LP issued no additional units under its at-the-market equity distribution program. As of June 30, 2019, $295 million of Sunoco LP common units remained available to be issued under the currently effective equity distribution agreement.

USAC Class B Conversion

On July 30, 2019, the 6,397,965 USAC Class B units held by the Partnership converted into 6,397,965 common units representing limited partner interests in USAC. These common units will participate in any future distributions declared by USAC.

USAC Distribution Reinvestment Program

During the six months ended June 30, 2019, distributions of $0.5 million were reinvested under the USAC distribution reinvestment program resulting in the issuance of approximately 30,241 USAC common units.

Parent Company Cash Distributions

Distributions declared and/or paid subsequent to December 31, 2018 were as follows:



Quarter Ended	Record Date	Payment Date	Rate
December 31, 2018	February 8, 2019	February 19, 2019	$	0.3050
March 31, 2019	May 7, 2019	May 20, 2019	0.3050
June 30, 2019	August 6, 2019	August 19, 2019	0.3050

ETO Cash Distributions

Distributions declared and/or paid by ETO subsequent to December 31, 2018 were as follows:



Period Ended	Record Date	Payment Date	Series A⁽¹⁾		Series B⁽¹⁾		Series C		Series D		Series E ⁽²⁾
December 31, 2018	February 1, 2019	February 15, 2019	$	31.25	$	33.125	$	0.4609	$	0.4766	$	—
March 31, 2019	May 1, 2019	May 15, 2019	—		—		0.4609		0.4766		—
June 30, 2019	August 1, 2019	August 15, 2019	31.25		33.125		0.4609		0.4766		0.5806

⁽¹⁾ETOSeries A Preferred Unit and ETO Series B Preferred Unit distributions are paid on a semi-annual basis.

⁽²⁾ETO Series E Preferred Unit distributions related to the period ended June 30, 2019 represent a prorated initial distribution.

Sunoco LP Cash Distributions

Distributions declared and/or paid by Sunoco LP subsequent to December 31, 2018 were as follows:



Quarter Ended	Record Date	Payment Date	Rate
December 31, 2018	February 6, 2019	February 14, 2019	$	0.8255
March 31, 2019	May 7, 2019	May 15, 2019	0.8255
June 30, 2019	August 6, 2019	August 14, 2019	0.8255

USAC Cash Distributions

Distributions declared and/or paid by USAC subsequent to December 31, 2018 were as follows:



Quarter Ended	Record Date	Payment Date	Rate
December 31, 2018	January 28, 2019	February 8, 2019	$	0.5250
March 31, 2019	April 29, 2019	May 10, 2019	0.5250
June 30, 2019	July 29, 2019	August 9, 2019	0.5250

Accumulated Other Comprehensive Income (Loss)

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



	June 30, 2019			December 31, 2018
Available-for-sale securities	$	10		$	2
Foreign currency translation adjustment	(5		)	(5		)
Actuarial loss related to pensions and other postretirement benefits	(38		)	(48		)
Investments in unconsolidated affiliates, net	—			9
Total AOCI, net of tax	$	(33	)	$	(42	)