DEBT OBLIGATIONS:

Our debt obligations consist of the following:



	December 31,
	2016		2015
ETP Debt
6.125% Senior Notes due February 15, 2017	$	400	$	400
2.50% Senior Notes due June 15, 2018	650		650
6.70% Senior Notes due July 1, 2018	600		600
9.70% Senior Notes due March 15, 2019	400		400
9.00% Senior Notes due April 15, 2019	450		450
5.75% Senior Notes due September 1, 2020	400		400
4.15% Senior Notes due October 1, 2020	1,050		1,050
6.50% Senior Notes due July 15, 2021	500		500



4.65% Senior Notes due June 1, 2021	800		800
5.20% Senior Notes due February 1, 2022	1,000		1,000
5.875% Senior Notes due March 1, 2022	900		900
5.00% Senior Notes due October 1, 2022	700		700
3.60% Senior Notes due February 1, 2023	800		800
5.50% Senior Notes due April 15, 2023	700		700
4.50% Senior Notes due November 1, 2023	600		600
4.90% Senior Notes due February 1, 2024	350		350
7.60% Senior Notes due February 1, 2024	277		277
4.05% Senior Notes due March 15, 2025	1,000		1,000
4.75% Senior Notes due January 15, 2026	1,000		1,000
8.25% Senior Notes due November 15, 2029	267		267
4.90% Senior Notes due March 15, 2035	500		500
6.625% Senior Notes due October 15, 2036	400		400
7.50% Senior Notes due July 1, 2038	550		550
6.05% Senior Notes due June 1, 2041	700		700
6.50% Senior Notes due February 1, 2042	1,000		1,000
5.15% Senior Notes due February 1, 2043	450		450
5.95% Senior Notes due October 1, 2043	450		450
5.15% Senior Notes due March 15, 2045	1,000		1,000
6.125% Senior Notes due December 15, 2045	1,000		1,000
Floating Rate Junior Subordinated Notes due November 1, 2066	546		545
ETP $3.75 billion Revolving Credit Facility due November 2019	2,777		1,362
Unamortized premiums, discounts and fair value adjustments, net	(18	)	(21	)
Deferred debt issuance costs	(132	)	(147	)
	22,067		20,633
Transwestern Debt
5.54% Senior Notes due November 17, 2016	—		125
5.64% Senior Notes due May 24, 2017	82		82
5.36% Senior Notes due December 9, 2020	175		175
5.89% Senior Notes due May 24, 2022	150		150
5.66% Senior Notes due December 9, 2024	175		175
6.16% Senior Notes due May 24, 2037	75		75
Unamortized premiums, discounts and fair value adjustments, net	—		(1	)
Deferred debt issuance costs	(1	)	(2	)
	656		779
Panhandle Debt
6.20% Senior Notes due November 1, 2017	300		300
7.00% Senior Notes due June 15, 2018	400		400
8.125% Senior Notes due June 1, 2019	150		150
7.60% Senior Notes due February 1, 2024	82		82
7.00% Senior Notes due July 15, 2029	66		66
8.25% Senior Notes due November 15, 2029	33		33
Floating Rate Junior Subordinated Notes due November 1, 2066	54		54
Unamortized premiums, discounts and fair value adjustments, net	50		75
	1,135		1,160
Sunoco, Inc. Debt
5.75% Senior Notes due January 15, 2017	400		400
9.00% Debentures due November 1, 2024	65		65
Unamortized premiums, discounts and fair value adjustments, net	9		20
	474		485
Sunoco Logistics Debt
6.125% Senior Notes due May 15, 2016	—		175
5.50% Senior Notes due February 15, 2020	250		250
4.40% Senior Notes due April 1, 2021	600		600
4.65% Senior Notes due February 15, 2022	300		300
3.45% Senior Notes due January 15, 2023	350		350
4.25% Senior Notes due April 1, 2024	500		500



5.95% Senior Notes due December 1, 2025	400			400
3.90% Senior Notes due July 15, 2026	550			—
6.85% Senior Notes due February 15, 2040	250			250
6.10% Senior Notes due February 15, 2042	300			300
4.95% Senior Notes due January 15, 2043	350			350
5.30% Senior Notes due April 1, 2044	700			700
5.35% Senior Notes due May 15, 2045	800			800
Sunoco Logistics $2.50 billion Revolving Credit Facility due March 2020	1,292			562
Sunoco Logistics $1.0 billion 364-Day Credit Facility due December 2017⁽¹⁾	630			—
Unamortized premiums, discounts and fair value adjustments, net	75			85
Deferred debt issuance costs	(34		)	(32		)
	7,313			5,590
Bakken Project Debt
Bakken Project $2.50 billion Credit Facility due August 2019	1,100			—
Deferred debt issuance costs	(13		)	—
	1,087			—
PennTex Debt
PennTex $275 million Revolving Credit Facility due December 2019	168			—

Other	30			32
	32,930			28,679
Less: current maturities	1,189			126
	$	31,741		$	28,553


⁽¹⁾	Sunoco Logistics’ $1.0 billion 364-Day Credit Facility, including its $630 million term loan, were classified as long-term debt as of December 31, 2016 as Sunoco Logistics has the ability and intent to refinance such borrowings on a long-term basis.

The following table reflects future maturities of long-term debt for each of the next five years and thereafter. These amounts exclude $64 million in unamortized net premiums, fair value adjustments and deferred debt issuance costs:



2017	$	1,812
2018	1,650
2019	5,045
2020	3,167
2021	1,900
Thereafter	19,420
Total	$	32,994

Long-term debt reflected on our consolidated balance sheets includes fair value adjustments related to interest rate swaps, which represent fair value adjustments that had been recorded in connection with fair value hedge accounting prior to the termination of the interest rate swap.

ETP as Co-Obligor of Sunoco, Inc. Debt

In connection with the Sunoco Merger and ETP Holdco Transaction, ETP became a co-obligor on approximately $965 million of aggregate principal amount of Sunoco, Inc.’s existing senior notes and debentures. The balance of these notes was $465 million as of December 31, 2016, and $400 million matured and was repaid in January 2017.

ETP Senior Notes Offerings

In January 2017, ETP issued $600 million aggregate principal amount of 4.20% senior notes due April 2027 and $900 million aggregate principal amount of 5.30% senior notes due April 2047. ETP used the $1.48 billion net proceeds from the offering to refinance current maturities and to repay borrowings outstanding under the ETP Credit Facility.

The ETP senior notes were registered under the Securities Act of 1933 (as amended). The Partnership may redeem some or all of the ETP senior notes at any time, or from time to time, pursuant to the terms of the indenture and related indenture supplements related to the ETP senior notes. The balance is payable upon maturity. Interest on the ETP senior notes is paid semi-annually.

The ETP senior notes are unsecured obligations of the Partnership and the obligation of the Partnership to repay the ETP senior notes is not guaranteed by any of the Partnership’s subsidiaries. As a result, the ETP senior notes effectively rank junior to any future indebtedness of ours or our subsidiaries that is both secured and unsubordinated to the extent of the value of the assets securing such indebtedness, and the ETP senior notes effectively rank junior to all indebtedness and other liabilities of our existing and future subsidiaries.

Transwestern Senior Notes

The Transwestern senior notes are redeemable at any time in whole or pro rata, subject to a premium or upon a change of control event or an event of default, as defined. The balance is payable upon maturity. Interest is paid semi-annually.

Panhandle Junior Subordinated Notes

The interest rate on the remaining portion of Panhandle’s junior subordinated notes due 2066 is a variable rate based upon the three-month LIBOR rate plus 3.0175%. The balance of the variable rate portion of the junior subordinated notes was $54 million at an effective interest rate of 3.77% at December 31, 2016.

Sunoco Logistics Senior Notes Offerings

In July 2016, Sunoco Logistics issued $550 million aggregate principal amount of 3.90% senior notes due in July 2026. The net proceeds from this offering were used to repay outstanding credit facility borrowings and for general partnership purposes.

Credit Facilities and Commercial Paper

ETP Credit Facility

The ETP Credit Facility allows for borrowings of up to $3.75 billion and matures on November 18, 2019. The indebtedness under the ETP Credit Facility is unsecured, is not guaranteed by any of the Partnership’s subsidiaries and has equal rights to holders of our current and future unsecured debt. The indebtedness under the ETP Credit Facility has the same priority of payment as our other current and future unsecured debt. We use the ETP Credit Facility to provide temporary financing for our growth projects, as well as for general partnership purposes.

As of December 31, 2016, the ETP Credit Facility had $2.78 billion outstanding, and the amount available for future borrowings was $813 million after taking into account letters of credit of $160 million and commercial paper of $777 million. The weighted average interest rate on the total amount outstanding as of December 31, 2016 was 2.20%.

Sunoco Logistics Credit Facilities

Sunoco Logistics maintains a $2.50 billion unsecured revolving credit agreement (the “Sunoco Logistics Credit Facility”), which matures in March 2020. The Sunoco Logistics Credit Facility contains an accordion feature, under which the total aggregate commitment may be increased to $3.25 billion under certain conditions.

The Sunoco Logistics Credit Facility is available to fund Sunoco Logistics’ working capital requirements, to finance acquisitions and capital projects, to pay distributions and for general partnership purposes. The Sunoco Logistics Credit Facility bears interest at LIBOR or the Base Rate, based on Sunoco Logistics’ election for each interest period, plus an applicable margin. The credit facility may be prepaid at any time. As of December 31, 2016, the Sunoco Logistics Credit Facility had $1.29 billion of outstanding borrowings, which included commercial paper of $50 million. The weighted average interest rate on the total amount outstanding as of December 31, 2016 was 1.76%.

In December 2016, Sunoco Logistics entered into an agreement for a 364-day maturity credit facility ("364-Day Credit Facility"), due to mature in December 2017, with a total lending capacity of $1.00 billion, including a $630 million term loan. The terms of the 364-Day Credit Facility are similar to those of the $2.50 billion Sunoco Logistics Credit Facility, including limitations on the creation of indebtedness, liens and financial covenants. The 364-Day Credit Facility is expected to be terminated and repaid in connection with the completion of the ETP and Sunoco Logistics merger.

Bakken Credit Facility

In August 2016, ETP, Sunoco Logistics and Phillips 66 announced the completion of the project-level financing of the Dakota Access Pipeline and Energy Transfer Crude Oil Pipeline projects (collectively, the “Bakken Pipeline”). The $2.50 billion credit facility is anticipated to provide substantially all of the remaining capital necessary to complete the projects and matures in August 2019 (the “Bakken Credit Facility”). As of December 31, 2016, the Bakken Credit Facility had $1.10 billion of outstanding borrowings. The weighted average interest rate on the total amount outstanding as of December 31, 2016 was 2.13%.

PennTex Revolving Credit Facility

On December 19, 2014, PennTex entered into a senior secured revolving credit facility with Royal Bank of Canada, as administrative agent, and a syndicate of lenders that became effective upon the closing of PennTex’s initial public offering and matures in December 2019 (the “PennTex Revolving Credit Facility”). The agreement provides for a $275 million commitment that is expandable up to $400 million under certain conditions. The funds have been used for general purposes, including the funding of capital expenditures. PennTex’s assets have been pledged as collateral for this credit facility.

As of December 31, 2016, PennTex had $106 million of available borrowing capacity under the PennTex Revolving Credit Facility. As of December 31, 2016, the weighted average interest rate on outstanding borrowings was 2.90%.

Covenants Related to Our Credit Agreements

Covenants Related to ETP

The agreements relating to the ETP senior notes contain restrictive covenants customary for an issuer with an investment-grade rating from the rating agencies, which covenants include limitations on liens and a restriction on sale-leaseback transactions.

The ETP Credit Facility contains covenants that limit (subject to certain exceptions) the Partnership’s and certain of the Partnership’s subsidiaries’ ability to, among other things:


•	incur indebtedness;


•	grant liens;


•	enter into mergers;


•	dispose of assets;


•	make certain investments;


•	make Distributions (as defined in the ETP Credit Facility) during certain Defaults (as defined in the ETP Credit Facility) and during any Event of Default (as defined in the ETP Credit Facility);


•	engage in business substantially different in nature than the business currently conducted by the Partnership and its subsidiaries;


•	engage in transactions with affiliates; and


•	enter into restrictive agreements.

The credit agreement relating to the ETP Credit Facility also contains a financial covenant that provides that the Leverage Ratio, as defined in the ETP Credit Facility, shall not exceed 5.0 to 1 as of the end of each quarter, with a permitted increase to 5.5 to 1 during a Specified Acquisition Period, as defined in the ETP Credit Facility.

The agreements relating to the Transwestern senior notes contain certain restrictions that, among other things, limit the incurrence of additional debt, the sale of assets and the payment of dividends and specify a maximum debt to capitalization ratio.

Failure to comply with the various restrictive and affirmative covenants of our revolving credit facilities could require us to pay debt balances prior to scheduled maturity and could negatively impact the Operating Companies’ ability to incur additional debt and/or our ability to pay distributions.

Covenants Related to Panhandle

Panhandle is not party to any lending agreement that would accelerate the maturity date of any obligation due to a failure to maintain any specific credit rating, nor would a reduction in any credit rating, by itself, cause an event of default under any of Panhandle’s lending agreements. Financial covenants exist in certain of Panhandle’s debt agreements that require Panhandle to maintain a certain level of net worth, to meet certain debt to total capitalization ratios and to meet certain ratios of earnings before depreciation, interest and taxes to cash interest expense. A failure by Panhandle to satisfy any such covenant would give rise to an event of default under the associated debt, which could become immediately due and payable if Panhandle did not cure such default within any permitted cure period or if Panhandle did not obtain amendments, consents or waivers from its lenders with respect to such covenants.

Panhandle’s restrictive covenants include restrictions on debt levels, restrictions on liens securing debt and guarantees, restrictions on mergers and on the sales of assets, capitalization requirements, dividend restrictions, cross default and cross-acceleration and prepayment of debt provisions. A breach of any of these covenants could result in acceleration of Panhandle’s debt and other financial obligations and that of its subsidiaries.

In addition, Panhandle and/or its subsidiaries are subject to certain additional restrictions and covenants. These restrictions and covenants include limitations on additional debt at some of its subsidiaries; limitations on the use of proceeds from borrowing at some of its subsidiaries; limitations, in some cases, on transactions with its affiliates; limitations on the incurrence of liens; potential limitations on the abilities of some of its subsidiaries to declare and pay dividends and potential limitations on some of its subsidiaries to participate in Panhandle’s cash management program; and limitations on Panhandle’s ability to prepay debt.

Covenants Related to Sunoco Logistics

The Sunoco Logistics Credit Facility contains various covenants, including limitations on the creation of indebtedness and liens, and other covenants related to the operation and conduct of the business of Sunoco Logistics and its subsidiaries. The Sunoco Logistics Credit Facility also limits Sunoco Logistics, on a rolling four-quarter basis, to a maximum total Consolidated Funded Indebtedness to Consolidated EBITDA ratio, each as defined in the Sunoco Logistics Credit Facility, of 5.0 to 1, which can generally be increased to 5.5 to 1 during an acquisition period. Sunoco Logistics’ ratio of total Consolidated Funded Indebtedness, excluding net unamortized fair value adjustments, to Consolidated EBITDA was 4.4 to 1 at December 31, 2016, as calculated in accordance with the credit agreements.

Covenants Related to Bakken Credit Facility

The Bakken Credit Facility contains standard and customary covenants for a financing of this type, subject to materiality, knowledge and other qualifications, thresholds, reasonableness and other exceptions. These standard and customary covenants include, but are not limited to:


•	prohibition of certain incremental secured indebtedness;


•	prohibition of certain liens / negative pledge;


•	limitations on uses of loan proceeds;


•	limitations on asset sales and purchases;


•	limitations on permitted business activities;


•	limitations on mergers and acquisitions;


•	limitations on investments;


•	limitations on transactions with affiliates; and


•	maintenance of commercially reasonable insurance coverage.

A restricted payment covenant is also included in the Bakken Credit Facility which requires a minimum historic debt service coverage ratio (“DSCR”) of not less than 1.20 to 1 (the “Minimum Historic DSCR”) with respect each 12-month period following the commercial in-service date of the Dakota Access and ETCO Project in order to make certain restricted payments thereunder.

Covenants Related to PennTex

The PennTex Revolving Credit Facility contains various covenants and restrictive provisions that, among other things, limit or restrict PennTex’s ability to incur or guarantee additional debt, incur certain liens on assets, dispose of assets, make certain distributions (including distributions from available cash, if a default or event of default under the credit agreement then exists or would result from making such a distribution), change the nature of PennTex’s business, engage in certain mergers or make certain investments and acquisitions, enter into non-arm’s-length transactions with affiliates and designate certain subsidiaries of PennTex as “Unrestricted Subsidiaries” for purposes of the credit agreement. Currently, no subsidiaries have been designated as Unrestricted Subsidiaries. PennTex is required to comply with a minimum consolidated interest coverage ratio of 2.50x and a maximum consolidated leverage ratio of 4.75x under the PennTex Revolving Credit Facility.

The borrowed amounts accrue interest at a LIBOR rate or a base rate, based on PennTex’s election for each interest period, plus an applicable margin. The applicable margin used in connection with the interest rates and fees is based on the then applicable Consolidated Total Leverage Ratio (as defined therein). The applicable margin for LIBOR rate loans and letter of credit fees range from 2.00% and 3.25% based on the Consolidated Total Leverage Ratio and the applicable margin for ABR loans ranges from 1.00% to 2.25% based on the Consolidated Total Leverage Ratio. The unused portion of the credit facility is subject to a commitment fee, which is based on the Consolidated Total Leverage Ratio and ranges from 0.35% to 0.50% multiplied by the amount of the unused commitment.

Compliance with our Covenants

We were in compliance with all requirements, tests, limitations, and covenants related to our debt agreements as of December 31, 2016.