EQUITY:

Common Units

The change in Common Units during the six months ended June 30, 2014 was as follows:



	Number of Units
Number of Common Units at December 31, 2013	333.8
Common Units issued in connection with Equity Distribution Agreements	7.6
Common Units issued in connection with the Distribution Reinvestment Plan	1.3
Common Units redeemed in connection with the Trunkline LNG Transaction	(18.7	)
Number of Common Units at June 30, 2014	324.0

During the six months ended June 30, 2014, we received proceeds of $417 million, net of commissions of $4 million, from the issuance of units pursuant to equity distribution agreements, which were used for general partnership purposes. As of June 30, 2014, approximately $725 million of our Common Units remained available to be issued under our currently effective equity distribution agreement, which was entered into in May 2014.

During the six months ended June 30, 2014, distributions of $67 million were reinvested under the Distribution Reinvestment Plan resulting in the issuance of 1.3 million Common Units. As of June 30, 2014, a total of 0.8 million Common Units remain available to be issued under the existing registration statement.

As discussed in Note 2, ETP redeemed and cancelled 18.7 million of its Common Units in connection with the Trunkline LNG Transaction.

Sales of Common Units by Subsidiaries

We account for the difference between the carrying amount of our investment in Sunoco Logistics and the underlying book value arising from the issuance or redemption of units by Sunoco Logistics (excluding transactions with us) as capital transactions.

As a result of Sunoco Logistics’ issuances of common units during the six months ended June 30, 2014, we recognized increases in partners’ capital of $14 million.

Sales of Common Units by Sunoco Logistics

In May 2014, Sunoco Logistics entered into an equity distribution agreement pursuant to which Sunoco Logistics may sell from time to time common units having aggregate offering prices of up to $250 million. During the six months ended June 30, 2014, Sunoco Logistics received proceeds of $102 million, net of commissions of $1 million, from the issuance of units pursuant to the equity distribution agreement, which were used for general partnership purposes. As of June 30, 2014, approximately $147 million of Sunoco Logistics’ common units remained available to be issued under this agreement.

Quarterly Distributions of Available Cash

Following are distributions declared and/or paid by ETP subsequent to December 31, 2013:



Quarter Ended	Record Date	Payment Date	Rate
December 31, 2013	February 7, 2014	February 14, 2014	$	0.9200
March 31, 2014	May 5, 2014	May 15, 2014	0.9350
June 30, 2014	August 4, 2014	August 14, 2014	0.9550

In connection with previous transactions between ETP and ETE, ETE has agreed to relinquish its right to certain incentive distributions in future periods, and ETP has agreed to make incremental distributions on the Class H Units in future periods. The net impact of these adjustments resulted in a reduction of $53 million in the distributions to be paid from ETP to ETE for the six months ended June 30, 2014. Following is a summary of the net reduction in total distributions that would potentially be made to ETE in future periods:



	Total Year
2014 (remainder)	$	53
2015	51
2016	72
2017	50
2018	45
2019	35

In addition to the amounts reflected above, ETE has agreed, upon closing of the Susser Merger, to amend the ETP partnership agreement to provide for, among other things, the relinquishment of $350 million in the aggregate of incentive distributions that would potentially be made to ETE over the first forty fiscal quarters commencing immediately after the consummation of the merger. Such relinquishments would cease upon the agreement of an exchange of the Susser Petroleum general partner interest and the incentive distribution rights between ETE and ETP.

Sunoco Logistics Quarterly Distributions of Available Cash

Following are distributions declared and/or paid by Sunoco Logistics subsequent to December 31, 2013:



Quarter Ended	Record Date	Payment Date	Rate
December 31, 2013	February 10, 2014	February 14, 2014	$	0.3313
March 31, 2014	May 9, 2014	May 15, 2014	0.3475
June 30, 2014	August 8, 2014	August 14, 2014	0.3650

Sunoco Logistics Unit Split

On May 5, 2014, Sunoco Logistics’ board of directors declared a two-for-one split of Sunoco Logistics common units. The unit split resulted in the issuance of one additional Sunoco Logistics common unit for every one unit owned as of the close of business on June 5, 2014. The unit split was effective June 12, 2014. All Sunoco Logistics unit and per unit information included in this report is presented on a post-split basis.

Accumulated Other Comprehensive Income (Loss)

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



	June 30, 2014			December 31, 2013
Available-for-sale securities	$	2		$	2
Foreign currency translation adjustment	(3		)	(1		)
Net loss on commodity related hedges	(4		)	(4		)
Actuarial gain related to pensions and other postretirement benefits	55			56
Investments in unconsolidated affiliates, net	2			8
Total AOCI, net of tax	$	52		$	61