8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): April 10, 2007

ENERGY TRANSFER PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

Delaware	1-11727	73-1493906
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2838 Woodside Street

Dallas, Texas 75204

(Address of principal executive offices) (Zip Code)

(918) 492-7272

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On April 10, 2007, Energy Transfer Partners, L.P. (the “Partnership”) issued a press release announcing our financial and operating results for the second quarter ended February 28, 2007. A copy of this press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On April 10, 2007, the Partnership issued a press release announcing that on April 11, 2007, the Partnership will be holding an earnings call to discuss the financial and operating results for the second quarter ended February 28, 2007. A copy of this press release is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits. The following exhibits are being furnished herewith:

Exhibit Number 99.1 – Press Release dated April 10, 2007 announcing financial results for the second quarter ended February 28, 2007 and announcing earnings call.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Energy Transfer Partners, L.P.
	By:	Energy Transfer Partners GP, L.P.
		its general partner
	By:	Energy Transfer Partners, L.L.C.
		its general partner
Date: April 10, 2007	By:	/s/ Ray C. Davis
		Ray C. Davis
		Co-Chief Executive Officer and officer duly authorized to sign on behalf of the registrant
	By:	/s/ Kelcy L. Warren
		Kelcy L. Warren
		Co-Chief Executive Officer and officer duly authorized to sign on behalf of the registrant

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated April 10, 2007 announcing financial results for the second quarter ended February 28, 2007 and announcing earnings call.

EX-99.1

Exhibit 99.1

PRESS RELEASE

ENERGY TRANSFER PARTNERS

REPORTS SECOND QUARTER AND YEAR-TO-DATE RESULTS

Dallas, Texas – April 10, 2007 – Energy Transfer Partners, L.P. (NYSE:ETP) reported an increase of $90.5 million in EBITDA for the second quarter of fiscal 2007 and an increase in net income of $60.3 million for the same period.

EBITDA, as adjusted, for the second quarter of fiscal 2007 was $405.3 million versus the $314.8 million reported for the second quarter of fiscal 2006, while net income for the second quarter ended February 28, 2007 of $311.1 million, as compared to net income of $250.8 million for the same period ended February 28, 2006.

For the six months ended February 28, 2007, net income increased $11.5 million to $382.1 million as compared to $370.6 million for the six months ended February 28, 2006. EBITDA, as adjusted, increased $42.8 million to $554.7 million for the six months ended February 28, 2007 as compared to $511.9 million for the six months ended February 28, 2006.

Both the three and six month periods ended February 28, 2007 benefited by the acquisition of Titan Propane in June 2006 and the acquisition of Transwestern Pipeline in the fall of 2006.

The Partnership has scheduled a conference call for Wednesday, April 11^th at 1:30pm Central Time (12:30pm Eastern Time) to discuss the fiscal 2007 second quarter results. The dial-in number is 1-800-288-8960; participant code: Energy Transfer Partners. The call will be available for replay for a limited time on the company’s website.

EBITDA, as adjusted, is a non-GAAP financial measure used by industry analysts, investors, lenders, and rating agencies to assess the financial performance and the operating results of the Partnership’s fundamental business activities. EBITDA, as adjusted, should not be considered in isolation or as a substitute for net income, income from operations, or other measures of cash flow. A table reconciling EBITDA, as adjusted, with appropriate GAAP financial measures is included in the summarized financial information included in this release.

Energy Transfer Partners, L.P. (NYSE:ETP) is a publicly traded partnership owning and operating a diversified portfolio of midstream energy assets. ETP’s natural gas operations include intrastate natural gas gathering and transportation pipelines, interstate transportation pipelines, natural gas treating and processing assets located in Texas and Louisiana, and three natural gas storage facilities located in Texas. These assets include approximately 12,200 miles

of intrastate pipeline in service, with an additional 500 miles of intrastate pipeline under construction, and 2,400 miles of interstate pipeline. ETP is also one of the three largest retail marketers of propane in the U. S., serving more than one million customers across the country.

Energy Transfer Equity, L.P. (NYSE:ETE) owns the general partner of Energy Transfer Partners and approximately 62.5 million ETP limited partners units. Together ETP and ETE have a combined enterprise value of approximately $20 billion.

The information contained in this press release is available on the Partnership’s website at www.energytransfer.com.

Contacts

Investor Relations:

Energy Transfer

Renee Lorenz

214-981-0700

Media Relations:

Vicki Granado

Gittins & Granado

214-361-0400

ENERGY TRANSFER PARTNERS, L.P. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except unit data)

(unaudited)

	February 28, 2007		August 31, 2006
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	76,074	$	26,041
Marketable securities		4,026		2,817
Accounts receivable, net of allowance for doubtful accounts		717,957		675,545
Inventories		194,690		387,140
Deposits paid to vendors		32,970		87,806
Exchanges receivable		38,185		23,221
Price risk management assets		14,810		56,139
Prepaid expenses and other		38,244		43,095
Total current assets		1,116,956		1,301,804
PROPERTY, PLANT AND EQUIPMENT, net		5,097,496		3,313,649
GOODWILL		722,403		604,409
INTANGIBLES AND OTHER LONG-TERM ASSETS, net		359,460		235,151
Total assets	$	7,296,315	$	5,455,013
LIABILITIES AND PARTNERS’ CAPITAL
CURRENT LIABILITIES:
Accounts payable	$	533,493	$	603,140
Exchanges payable		38,526		24,722
Customer advances and deposits		47,101		108,836
Accrued and other current liabilities		229,773		202,296
Price risk management liabilities		19,505		36,918
Current maturities of long-term debt		40,558		40,578
Total current liabilities		908,956		1,016,490
LONG-TERM DEBT, less current maturities		3,187,894		2,589,124
DEFERRED INCOME TAXES		104,489		106,842
OTHER NON-CURRENT LIABILITIES		23,235		5,695
COMMITMENTS AND CONTINGENCIES
		4,224,574		3,718,151
PARTNERS’ CAPITAL:
General Partner		123,048		82,450
Limited Partners:
Common Unitholders (110,890,596 and 110,726,999 units authorized, issued and outstanding at February 28, 2007 and August 31, 2006, respectively)		1,704,289		1,647,345
Class E Unitholders (8,853,832 units authorized, issued and outstanding - held by subsidiary and reported as treasury units)		—		—
Class G Unitholders (26,086,957 and 0 units authorized, issued and outstanding at February 28, 2007 and August 31, 2006, respectively)		1,228,938		—
		3,056,275		1,729,795
Accumulated other comprehensive income, per accompanying statements		15,466		7,067
Total partners’ capital		3,071,741		1,736,862
Total liabilities and partners’ capital	$	7,296,315	$	5,455,013

ENERGY TRANSFER PARTNERS, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per unit and unit data)

(unaudited)

	Three Months Ended February 28,						Six Months Ended February 28,
	2007			2006			2007			2006
REVENUES:
Midstream and transportation and storage	$	1,492,838		$	2,083,303		$	2,555,282		$	4,291,837
Propane and other		569,642			366,513			895,643			574,599
Total revenues		2,062,480			2,449,816			3,450,925			4,866,436
COSTS AND EXPENSES:
Cost of products sold, midstream and transportation and storage		1,138,709			1,785,053			2,022,692			3,744,422
Cost of products sold, propane and other		347,107			223,778			550,467			355,036
Operating expenses		133,809			99,696			266,190			202,367
Depreciation and amortization		45,360			29,014			79,169			55,927
Selling, general and administrative		39,133			31,455			66,203			56,254
Total costs and expenses		1,704,118			2,168,996			2,984,721			4,414,006
OPERATING INCOME		358,362			280,820			466,204			452,430
OTHER INCOME (EXPENSE):
Interest expense, net of interest capitalized		(40,772	)		(28,542	)		(82,234	)		(56,935	)
Equity in earnings (losses) of affiliates		(514	)		106			4,373			(168	)
Gain (loss) on disposal of assets		(3,229	)		662			(1,285	)		534
Interest and other income, net		1,423			2,302			3,094			3,261
INCOME BEFORE INCOME TAX EXPENSE AND MINORITY INTERESTS		315,270			255,348			390,152			399,122
Income tax expense		3,300			4,014			6,896			26,425
INCOME BEFORE MINORITY INTERESTS		311,970			251,334			383,256			372,697
Minority interests		(856	)		(549	)		(1,110	)		(2,104	)
NET INCOME		311,114			250,785			382,146			370,593
GENERAL PARTNER’S INTEREST IN NET INCOME		60,567			27,695			113,868			48,179
LIMITED PARTNERS’ INTEREST IN NET INCOME	$	250,547		$	223,090		$	268,278		$	322,414
BASIC NET INCOME PER LIMITED PARTNER UNIT	$	1.33		$	1.37		$	1.91		$	2.13
BASIC AVERAGE NUMBER OF UNITS OUTSTANDING		136,977,139			107,815,792			128,184,154			107,352,608
DILUTED NET INCOME PER LIMITED PARTNER UNIT	$	1.33		$	1.36		$	1.90		$	2.12
DILUTED AVERAGE NUMBER OF UNITS OUTSTANDING		137,297,706			108,017,060			128,492,920			107,551,712

SUPPLEMENTAL INFORMATION:

(unaudited)

	Three Months Ended February 28,						Six Months Ended February 28,
	2007			2006			2007			2006
Net income reconciliation:
Net income	$	311,114		$	250,785		$	382,146		$	370,593
Depreciation and amortization		45,360			29,014			79,169			55,927
Interest expense		40,772			28,542			82,234			56,935
Income tax expense		3,300			4,014			6,896			26,425
Non-cash compensation expense		2,908			5,380			6,071			5,827
Interest (income) and other, net		(1,423	)		(2,302	)		(3,094	)		(3,261	)
(Gain) loss on disposal of assets		3,229			(662	)		1,285			(534	)
EBITDA, as adjusted (a)	$	405,260		$	314,771		$	554,707		$	511,912
	Three Months Ended February 28,						Six Months Ended February 28,
	2007			2006			2007			2006
VOLUMES:
Midstream
Natural gas MMBtu/d – sold		819,611			1,529,856			900,238			1,528,616
NGLs Bbls/d – sold		15,901			9,537			13,723			9,879
Transportation and storage
Natural gas MMBtu/d – transported		5,030,631			4,231,797			4,918,191			4,349,137
Natural gas MMBtu/d – sold		1,655,278			1,868,486			1,481,724			1,709,049
Interstate transportation
Natural gas MMBtu/d – transported		1,728,056			—			1,728,056			—
Propane operations (in gallons)
Retail propane		253,715			165,758			394,346			254,496
Wholesale		32,428			28,243			55,711			47,844

(a) EBITDA, as adjusted, is defined as the Partnership’s earnings before interest, taxes, depreciation, amortization and other non-cash items, such as compensation charges for unit issuances to employees, gain or loss on disposal of assets, and other expenses. We present EBITDA, as adjusted, on a Partnership basis, which includes both the general and limited partner interests. Non-cash compensation expense represents charges for the value of the grants awarded under the Partnership’s compensation plans over the vesting terms of those plans and are charges which do not, or will not, require cash settlement. Non-cash income or loss such as the gain or loss arising from our disposal of assets and discontinued operations is not included when determining EBITDA, as adjusted. EBITDA, as adjusted, (i) is not a measure of performance calculated in accordance with generally accepted accounting principles and (ii) should not be considered in isolation or as a substitute for net income, income from operations or cash flow as reflected in our consolidated financial statements.

EBITDA, as adjusted, is presented because such information is relevant and is used by management, industry analysts, investors, lenders and rating agencies to assess the financial performance and operating results of our fundamental business activities. Management believes that the presentation of EBITDA, as adjusted, is useful to lenders and investors because of its use in the natural gas and propane industries and for master limited partnerships as an indicator of the strength and performance of the Partnership’s ongoing business operations, including the ability to fund capital expenditures, service debt and pay distributions. Additionally, management believes that EBITDA, as adjusted, provides additional and useful information to our investors for trending, analyzing and benchmarking the operating results of our partnership from period to period as compared to other companies that may have different financing and capital structures.

The presentation of EBITDA, as adjusted, allows investors to view our performance in a manner similar to the methods used by management and provides additional insight to our operating results. In addition, out debt agreements contain financial covenants based on EBITDA, as adjusted.

EBITDA, as adjusted, is used by management to determine our operating performance and, along with other data, as internal measures for setting annual operating budgets, assessing financial performance of our numerous business locations, as a measure for evaluating targeted businesses for acquisition and as a measurement component of incentive compensation. We have a large number of business locations located in different regions of the United States. EBITDA, as adjusted, can be a meaningful measure of financial performance because it excludes factors which are outside the control of the employees responsible for operating and managing the business locations, and provides information management can use to evaluate the performance of the business locations, or the region where they are located, and the employees responsible for operating them. Our EBITDA, as adjusted, includes non-cash compensation expense which is a non-cash expense item resulting from our unit based compensation plans that does not require cash settlement and is not considered during management’s assessment of the operating results of our business. Adding these non-cash compensation expenses in EBITDA, as adjusted, allows management to compare our operating results to those of other companies in the same industry who may have compensation plans with levels and values of annual grants that are different than ours. We do not include gain or loss on the sale of assets when determining EBITDA, as adjusted, since including non-cash income or loss resulting from the sale of assets increases/decreases the performance measure in a manner that is not related to the true operating results of our business.

There are material limitations to using a measure such as EBITDA, as adjusted, including the difficulty associated with using it as the sole measure to compare the results of one company to another, and the inability to analyze certain significant items that directly affect a company’s net income or loss. In addition, our calculation of EBITDA, as adjusted, may not be consistent with similarly titled measures of other companies and should be viewed in conjunction with measurements that are computed in accordance with GAAP. Management compensates for these limitations by considering EBITDA, as adjusted in conjunction with its analysis of other GAAP financial measures, such as gross margin, operating income, net income, and cash flow from operating activities.