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Energy Transfer Partners, L.P. (NYSE:ETP)

Q4 2012 Earnings Call

February 21, 2013 9:30 a.m. ET

Executives

Martin Salinas - Chief Financial Officer

Kelcy Warren – Chairman and Chief Executive Officer

Marshall McCrea - President and Chief Operating Officer

John McReynolds – President, Energy Transfer Company, LP.

Thomas Mason – Secretary, Vice President & General Counsel at Energy Transfer Equity LP,

Analysts

Darren Horowitz - Raymond James

Heejung Ryoo - Barclays Capital

Ross Payne – Wells Fargo Securities

Michael Blum – Wells Fargo Securities

Operator

Good day ladies and gentlemen, and welcome to the Energy Transfer Fourth Quarter 2012 Earnings Conference Call. Later, we will conduct a question-and-answer session. (Operator Instructions) I would now like to turn the call over to your host for today, Mr. Martin Salinas, Energy Transfer’s CFO. Please proceed, sir.

Martin Salinas

Thank you, operator, and good morning, everyone. Welcome to Energy Transfer's Fourth Quarter 2012 Earnings Call. With me today are Kelcy, Mackie, John McReynolds, Tom Mason and other members of our management team, who are available to help answer your questions after our prepared remarks.

Today, I'll start with a discussion about a couple of recently strategic transactions, including our joint venture with Enbridge related to our trunk line conversion followed by a brief update on the status of our projects before going into our fourth quarter 2012 financial and operating results and then we’ll open up the lines to take your questions.

I’d like to also point out that following the close of the Sunoco acquisition and contribution of Sunoco and Southern Union into ETP Holdco in October, ETP now consolidates Holdco in our financial statements. Because Southern Union was an entity under common control, we’ve restated prior periods to consolidate Southern Union as of March 31 2012 at the date ETE completed its merger with Southern Union. Additionally, because we now own the general partner of Sunoco Logistics, it is also a consolidated subsidiary in our financial statements.

During the call, I will make forward-looking statements within the meaning of Section 21E of the SEC Act of 1934 based on our beliefs, as well as certain assumptions and information available to us. I'll also refer to adjusted EBITDA and distributable cash flow, or DCF, which are both non-GAAP financial measures. Reconciliations of net income to adjusted EBITDA and DCF are provided on our website for your reference.

Let’s start by talking about two strategic transactions. As we discussed at our analyst day presentation in November, we are focused on optimizing our asset portfolio and simplify our organization. In just a few months, we have announced these two transactions that meet our objectives. Last week we announced the joint development of our trunk line project with Enbridge to provide crude oil pipeline access to the eastern gulf coast refinery market from the Patoka, Illinois hub. The 50-50 joint venture between ETP and Enbridge would include the conversion of a portion of our trunk line gas pipeline from natural gas service to crude oil service and the construction of a new lateral from central Louisiana to the St. James refinery corridor in Louisiana.

Once complete, the approximately 700 mile pipeline could add capacity of up to 420,000 barrels to 650,000 per day depending on crude state and the level of subscriptions received in an open season to be conducted in the near future. This agreement is subject to certain conditions and port approval and we expect to begin service by 2015.

In addition, we announced the sale of our LGC operations to Laclede for a little over $1 billion and intend to use the cash proceeds to reduce leverage across our entities as we look to continue managing our credit metrics and investment grade ratings. We do expect the transaction to close by the end of third quarter of this year.

Just closing on the Southern Union acquisition last March, we have been working hard to make sure each asset is where it needs to be to maximize long-term value for our stakeholders. We have made significant progress towards this goal to be announced as the Missouri and New England Gas utilities and the trunkline project announcement. And we still have much work to do. We continually focus on ways to optimize our assets and simplify our organizational structure and we expect to announce further developments over the course of the year.

I would like to now touch on our progress on the construction front which is focused primarily in our midstream and NGL segments. In just the last few months, we have invested over $1.5 billion to bring in service five projects that have or will start to generate significant distributable cash flow including the Karnes County natural gas processing plant, the Justice pipeline, Lone Star's West Texas Gateway pipeline, and Lone Star's first 100,000 barrels a day Mont Belvieu fractionator.

In addition, we had the first train of our Jackson County processing plant up and running and a second train is scheduled to come in service in March of this year. And we are working towards the completion of an additional $950 million of projects including the Rich Eagle Ford mainline, the second fractionator at Lone Star, and expansion of our (inaudible) plant which is scheduled to go in service in Q3 of 2013. And we continue to believe these projects will result in project multiples in and around six times or better once they are full ramped up.

Additionally, we are starting to see our expectations come to fruition with our Sunoco Logistics acquisition. We, SXL and Regency are evaluating a joint project to export NGLs in the Gulf Coast. The project would originate at ETP's Loan Star fractionation facility in Mont Belvieu and connect to a Sunoco Logistics Pipeline that runs to their Nederland terminal. We expect to launch an open season for the project very shortly to determine customer interest in our goal so we could have the project online sometime in early 2015, assuming some of the project details are worked out and a certain level of customer commitments are obtained.

And we continue to be very pleased with the progress of our MGL and midstream build out which has allowed us to both expand our service offerings to our customers and provide visibility to long-term cash flow growth. Now before I go into our results, I just want to point out some of the changes to how we have reported our results.

As mentioned earlier, we now consolidate the results of Southern Union and Sunoco as a result of taking control of Holdco. We also consolidated Sunoco Logistics as well, given our ownership of the GP. And lastly, we are now showing 100% of our majority owned affiliate as a consolidated entity, which primarily consists of Lone Star. We have also provided a little bit more information in the tables to assist with some of the ins and outs as it relates to our cash flows. I will sure be available after this call to help clarify them.

In terms of DCF of Southern Union, Sunoco, SXL and Lone Star, is included in our DCF. We believe that it is important to reflect the distributions paid to third party. To that end, we provided a summary of distributions paid in our earnings release, and those distributions include distributions to our partners including ETE, Regency and to unit holders at Sunoco Logistics for which units we don’t own.

Now let's turn to our fourth quarter results, where adjusted EBITDA for ETP for the quarter was just shy of $950 million. That compares to $493 million in Q4 2011. Distributable cash flow for the quarter was $488 million, a $159 million increase from Q4 of 2011. These increases were primarily due to the acquisitions and consolidations of Southern Union and Sunoco, along with the impact of numerous growth projects that went into service during 2012, and I will explain in more detail as I walk through our segments. And for the fourth quarter ETP paid its unit holders 89 and 3/8 cents or $3.575 on an annualized basis per unit on February 14 to our unit holders of record as of February 7.

So let's turn to our segment results and we will begin with our midstream segment, where adjusted EBITDA for the quarter was $103 million, down $12 million from Q4 2011. This was primarily due to increases in operating expenses and G&A, primarily due to the consolidation of Southern Union's gathering and processing operations effective March 31, 2012. So these increases were offset by increases in gross margins. And from a margin perspective, our fee based margin increased $31 million from Q4 2011 due to additional volumes in the production in the Eagle Ford shale and additional volumes related to Southern Union’s gathering and processing segment. With a portfolio of growth projects expected to ramp up over the next few months and additional projects going in service, we expect our mainstream segment to grow significantly and represent a larger portion of our overall business mix. The majority of the increased cash flows will come from long term fee based contracts supporting our growth projects.

Now for our NGL transportation and services segment. For Q4 2012, adjusted EBITDA was $54 million, a 15% increase from Q4 2011 and this was primarily driven by strong results from our Lone Star joint venture and increased revenues coming from the Freedom, Liberty and Justice pipelines which were placed in service during late 2011 and into 2012.  NGL transportation volumes averaged 188,000 barrels per day for the quarter. That’s a roughly  43% increase from this time last year and was driven primarily by an increase in volumes transported on our wholly owned NGL pipelines as a result of higher production coming out of the Eagle Ford shale.

Our Lone Star West Texas gateway NGL pipeline was placed in service in late December 2012 and volumes are expected to grow to 140,000 to 150,000 barrels per day by June of this year and our first Lone Star fractionator was also placed in service in late December. Both of these assets are expected to contribute growing fee-based cash flows in 2013 and beyond.

Now turning to our interstate transportation segment. Adjusted EBITDA was $306 million for the quarter. That’s roughly a $200 million increase from this time last year and again driven primarily by the consolidation of Southern Union's transportation and storage interstate business. We also saw increased revenue due to higher volumes from our expansion projects at Tiger as well as the addition early this year of a 50% interest in Citrus. Contributions to EBITDA from Southern Union's transportation and storage segment was roughly $121 million for the quarter. And for the quarter, adjusted EBITDA attributable to our share of FEP was $19 million and $55 million for our share of Citrus’s EBITDA. And from a cash perspective, we received distributions from both FEP and Citrus of $42 million for the quarter.

Next I’ll talk about our intrastate transportation and storage segment where adjusted EBITDA for the quarter was $131 million, down from Q4 2011, primarily due to lower transported volumes. Our volumes for the quarter averaged 9.4 BPS a day, down roughly 1.7 million a day in Q4 2011 due to the continuing low natural gas pricing environment, down based differentials and secession of certain long term contracts.

Transportation fees decreased $22 million while margins from our sales of natural gas and other activities increased $27 million and margin from our storage activities was $34 million for the quarter, an increase of roughly $10 million from Q4 2011. And at yearend, we had approximately 43 BCF of natural gas in storage for our own account which we expect to withdraw in 2013.

Next let me comment on our two newest segments. First, Sunoco Retail had a very strong fourth quarter with adjusted EBITDA of $109 million. And just as a reminder, Sunoco had nearly 5,000 retail gasoline outlets, of which over 400 are company operated. Gasoline and diesel throughput for company operated side was approximately 200,000 gallons a month.

And lastly, for those of you who didn’t listen to our Sunoco Logistics earnings call this morning, they announced record results for the fourth quarter and EBITDA of $219 million and distributable cash flow of $154 million. Mike Hennigan and his team continue to do a great job with capturing opportunities across our assets footprint and we expect that to continue. From a cash perspective, we received $41 million from Sunoco Logistics for the quarter and following Sunoco Logistics distribution increase to $2.18 on an annualized basis, SXL  is now in the highest distribution queue and as a result ETP will receive roughly 66% of any incremental distribution from our equity ownership.

That covers our results for the quarter. Let's move on to growth CapEx and again since we now consolidate Holdco and SXL, I’ll give you growth and maintenance CapEx numbers for each respective company. For the quarter, ETP invested roughly $529 million during the quarter. At Southern Union, we had $119 million of gross CapEx and roughly $19 million at Sunoco. Most of the spending for ETP related to our midstream and NGL segment, primarily on our Eagle Ford shale related projects and NGL pipelines and fractionation projects in Lone Star. And as it relates to maintenance, ETP's maintenance was roughly $37 million and we had $50 million at Southern Union broken out between $11 million at Southern Union gas services gathering and processing segment, $30 million at Panhandle, and roughly $19 million for the LDCs.

As we look to 2013, we expect to spend between $680 million and $840 million at ETP, and roughly $250 million to $275 million at SUGS, primarily for the (inaudible) and (inaudible) projects. And from a maintenance CapEx perspective for 2013, at ETP we expect to spend between $125 million and $140 million for the year, and at Southern Union between $135 million and $150 million as well. Let's go over to liquidity, where ETP had $900 million of availability on its credit facility at year-end. However, subsequent to year-end, ETP brought $175 million with premium notes which were used to repay borrowings under our credit facility. That has provided us with roughly $2.1 billion of availability per forma for the premium notes offering.

We also have roughly $500 million of availability under Southern Union's credit facility at year-end. We will continue to keep a close eye on the capital markets and plan to opportunistically debt and equity to fund our growth CapEx needs, maintain sufficient liquidity, and of course manage our credit metrics to maintain our investment grade ratings. Now for ETE, where distributable cash flow as adjusted to exclude certain acquisition costs, was $193 million for Q4 2012. That compares to $135 million in Q4 2011, an increase of $58 million primarily driven by increased cash flows from ETE's ownership in ETP, and from the Southern Union Holdco transaction.

Distributions to ETE unit holders of 53.5 cents per unit on a quarterly basis, or $2.54 on an annualized basis, were paid on February 19 to unit holders of record as of February 7. And we expect to continue to raise ETE's distribution rate in 2013 and get back to the roughly 1.0 times coverage ratio that we have traditionally managed ETE's distributions to.

In closing, we stated in our goals at our November 2012 investor conference to growth ETP's distribution rate in 2013 to simplify our organizational structure and to extract more value from our expanded asset base. And since that meeting we have worked extremely hard on achieving these goals and we started 2013 with good momentum as we have announced a number of transactions that will help us get there. The LDC sale and the moving forward with the trunk line conversion, and the potential development of the project with Enbridge, our teams have been working very hard at bringing assets in service. And as I said before, they continue to keep their eye on new projects under construction. mainly around our ever growing Eagle Ford footprint to bring further distributable cash flow growth. And we hope to announce in the not too distant future, transactions that we have [previously] reviewed in November to further demonstrate our commitment to these goals.

With that, operator, let's open up the lines for questions. Thank you.

Question-and-Answer Session

Operator

(Operator Instructions) And our first question will come from the line of Darren Horowitz with Raymond James. Please proceed.

Darren Horowitz - Raymond James

Just two questions from me. The first one on the trunk line announcement. If I am thinking about the capital commitment correctly, let's just say based on when Enbridge mentioned it between $1.2 billion and $1.7 billion in terms of your share. How do you guys think about using Sunoco Logistics SXL as a currency in order to help facilitate that? And more importantly what I am thinking about is not just the amount of equity contribution for the existing assets but also the incremental tankage and lateral and the associated conversion cost there.

Marshall McCrea

Hey, Darren, this is Mackie. First of all, we are very excited about that project. We are very excited about being partners with Enbridge. We have worked hard to bring it to this point, however, it's premature on exactly what type of involvement Sunoco will have. At this time we are focusing on shoring up volumes in that project to best have an open season in the near future and then the results of those open success season in those negotiations. So we will continue to have dialogue with SXL on whatever [inaudible] for our partnership.

Darren Horowitz - Raymond James

Mackie, from a big picture perspective with that line getting fed with a lot of northern barrels seemingly coming across Southern access, is it right to assume that when you guys put pencil to paper you’re thinking low double digit type returns based on somewhere around 225,000 barrels a day? And with a lot of that being back stopped by what Enbridge already has. Is that the right way to think about it?

Marshall McCrea

Yeah. Again it’s going to be determined on how successful we are on open season and successful we are on selling out the entire capacity. We expect the capacity to be around 420,000 barrels a day because we do expect some heavy oil being transported. If it’s all light then it would be significantly higher volume. So it’s really hard to determine exactly where our revenues will be at the end of the day and where it won’t  be, but we are very excited this will be a great project for our partnership.

Darren Horowitz - Raymond James

Okay. And then last question for me, just curious if you could provide a little bit more color around what you’re thinking in terms of the scale and scope of that LGP export dock. I know it’s early and I know you’re in the process of going through an open season, but you’ve got two pretty big expansions, one of which coming online this month and then obviously the second coming online in phases. So I’m curious, when you all are thinking about your supply of HD5 and you’re thinking about that are between let’s just say Northwest Europe and here in the gulf coast, how you think about scaling that project not to add too much capacity and still get the margin that you guys are looking for.

Marshall McCrea

Our focus has only been the partnership to provide the services that the customers are asking for and with our acquisition of SXL it has created the opportunity for another really, really great project that we’re excited about and we expect to have an open season in the very near future. We’re very optimistic on how that will go and at that time we will talk more. In regards to the spread between the U.S and Europe and Asia, we really don’t focus on that [inaudible]  fee-based price over long term period. And so that’s more a focus of our customers.

Operator

And our next question will come from the line of Ross Payne with Wells Fargo. Please proceed.

Ross Payne – Wells Fargo Securities

Martin, if I could get a total debt number. I’ve got the long term debt number. Just want to make sure I’ve got the total debt number right. And second of all, if you guys can talk about the long term prospects of the retail network at Sunoco and are you going to keep that or are you thinking of potentially adjusting that? Thanks.

Martin Salinas

Let me look at the long term debt number. I’ll hand over to Kelcy on retail.

Kelcy Warren

Hey Ross. We’ve been pretty consistent. We lack the retail business. We’ve really lacked the management a lot. I personally have had an opportunity to be a little more involved in that business of late and so it’s a business that we believe is extremely well run and sustainable business for creating distributable cash flow for our unitholders. And also as we’ve talked about before, just the fundamental risk we take does not work to exit that business. So those businesses do not trade for a multiple that would come even close to being accretive to our unitholders to exit the business. And so we have no plans for that at all.

Martin Salinas

Ross, for your debt question, were you looking at ETP or ETE?

Ross Payne – Wells Fargo Securities

I was looking at it for the total consolidated if that’s okay, but I’ll take the separate ones as well.

Martin Salinas

Total consolidated we’re about $21.5 billion.

Ross Payne – Wells Fargo Securities

All right, thanks guys and if you have any other, the ETP total debt number that would be helpful or I could swing back to you guys a little bit later. Thanks.

Martin Salinas

Yeah. I’ll swing back to you and get to that – given some of the consolidations we’ll walk you through each of the entities and how it rolls up.

Ross Payne – Wells Fargo Securities

That sounds good. Thanks guys.

Operator

And our next question will come from the line of Michael Blum with Wells Fargo. Please proceed.

Michael Blum – Wells Fargo Securities

A couple of questions on the potential LPG export facility that you talked about with Sunoco. I guess, first, just to clarify, that would be a facility to ship international grade propane. And then the second question is, would the JV be with ETP and Sunoco or Lone Star and Sunoco?

Kelcy Warren

Michael, the discussions and the potential partnership will be between Lone Star and SXL, and it will involve Lone Star of course providing fractionation and providing the propane, and possibly some butane. And then we utilize SXL's pipelines and there refrigerated facility, storage facilities at Nederland and also their export capabilities from that facility.

Michael Blum – Wells Fargo Securities

Okay. And this is to ship international grade propane?

Kelcy Warren

Yes, sir.

Michael Blum – Wells Fargo Securities

Okay. And then I think you mentioned in the press release and in the remarks on the intrastate pipeline segment that you had some contracts rollover. So I was curious if you could just expand on that a little bit in terms of, were those renewed at lower rates? Were they just not renewed at all and what does that, if we look forward to the next year or two, what other contracts that you have rolling over and any kind of numbers you can wrap around that?

Martin Salinas

Okay. Yeah, we did have the number of contracts, I believe it was four fairly large contracts. They did terminate in 2012. We did rollover several of those. They were at more rates and those reflected in the numbers. If you look at our intrastate volumes from quarter-to-quarter, from third quarter to fourth quarter, we were relatively flat. So at the end we feel like we have seen most of the pain. We do have some lesser volume contracts rolling off this year and in several years out. We are focusing in the partnership on [repurchasing] some of this pipe and/or fully utilizing the capacity in a different manner in the future.

Michael Blum – Wells Fargo Securities

Okay. And then last question for me. Martin, you talked about getting back to 1.0 coverage at ETE. What do you see as the timing for when you will be back to 1.0 at ETE?

Martin Salinas

Yeah, Michael, I think that’s something, as I alluded to in my comments, we are looking through  a number of things that we talked about during our November analyst meeting and we continue to talk about in terms of simplifying the organization and moving the assets  to the right owners. And as we do that, we will have better clarity just where ETE's cash flows ultimately end up. We obviously are confident that the distribution rate will grow. We have that confidence in this quarter and we see it carried on to '13. As to how fast we get to that one times, I think we want to see some of these transactions of all announced before we start to move that needle in that direction, sooner than later.

Operator

And our next question will come from the line of Heejung Ryoo with Barclays Capital. Please proceed.

Heejung Ryoo - Barclays Capital

I have some trunk line questions. First of all, so just to think about the sequence of events. I guess once the FERC approves the abandonment, do you have to enter into separate agreement with the shippers on that line  or that the FERC approval pretty much covers all of that and you could just move on to the construction phase or the open season.

Marshall McCrea

Heejung, the FERC abandonment process is for one purpose, and that to request taking out the gas (inaudible) burning fuel is a completely different process and, yes, we are negotiating and will secure long-term fee-based contracts for transporting oil on that pipeline once it's converted.

Heejung Ryoo - Barclays Capital

Okay. But I guess, just to clarify, the current shippers on that line, do they have to agree on your abandonment?

Marshall McCrea

No, the way that works is, [the only backup] for those who don’t know, we have a 36 inch and a 30 inch pretty much in the same ditch. They go to the exact same customers all the way till Texas to Michigan. And these pipelines have been significantly underutilized over the past number of years in the future and we are able to accommodate all of our firm obligations in addition to interruptible opportunities just with our 36-inch service. So, all of our customers are having that same ability to receive volumes that they need to service their customers.

Heejung Ryoo - Barclays Capital

And then just, could you provide the book value of the portion of the trunk line pipeline that you’re trying to abandon?

Martin Salinas

Heejung, this is Martin. We’ve not provided that publicly.

Heejung Ryoo - Barclays Capital

Okay. Just moving on to I guess the quarter’s results. Retail marketing business I guess you had $109 million of EBITDA. Is that a good run rate to use going forward? And also is there some seasonality in that business that we should take into account?

Martin Salinas

Not necessarily seasonality. They had a great quarter. We saw a drop in gasoline prices during the fourth quarter and in that business when you see drops much like we experienced when we owned Propane that you can fix a price and manage on the way down. Unfortunately we’re seeing gas prices go up in the first quarter and so I think the margins will be somewhat impacted, but I do see the fourth quarter being a very strong quarter, but I wouldn’t use it as a run rate given that we just had higher margins in the fourth quarter that we’ve traditionally seen.

Heejung Ryoo - Barclays Capital

Okay. So you’re exposed to I guess – is gasoline price the primary price exposure given that…?

Martin Salinas

Yeah. The movement in gas prices and obviously volumes.

Heejung Ryoo - Barclays Capital

Just going to the West Texas gathering and processing business, could you talk about the contract mix in that business? Business with [inaudible] asset and you’re consolidating. So either if you could provide maybe the sub portion of the West Texas system contract mix and also maybe the whole consolidated segmented if you talk about rough contrast mix at that level.

Marshall McCrea

Heejung, if you’re referring to the Southern Pacific assets?

Heejung Ryoo - Barclays Capital

Yes.

Marshall McCrea

When we acquired Southern Union, their traditional way of contract was more PLP related and that was primarily for two reasons. One, that wasn’t competitive [inaudible] and two, that’s what was desired. We have slowly changed that over the last six months and focused more on fee-based. But from a ratio standpoint, a significant portion as the contract mix exists today is BOP.

Heejung Ryoo - Barclays Capital

So the interest is that it’s mostly BOP, but overall combining it with your midstream business, would you say it’s going to be more heavily skewed towards fee-based at this point?

Marshall McCrea

With higher Eagle Ford growth it will continue to lean heavily towards fee based. The proportion of fee-based business will increase significantly throughout this year and throughout the next couple of years. All of the business on [inaudible] which at one point will have about 1.3 BCF of new production signed up, both gathering and processing and of course downstream liquids, those are all fee-based business. So our growth both in the Eagle Ford and then also up in Woodford to [inaudible] with our new volumes there, those are all fee-based and as I mentioned, new contracts that we’re negotiating at West Texas are also fee-based. So you’ll see a significant shift in the percentage of fee-based versus BOP as a consolidated partnership.

Heejung Ryoo - Barclays Capital

And then just lastly, on your NGL transportation segment Gateway pipeline I guess, you mentioned by June this year you’re going to flow about 140 to 150. Do you have a sense it would completely fill up and also with the cash flow ramp up profile pretty much coincide with the volume ramp up?

Marshall McCrea

Yes to your last question. To your first question, it’s tiered it. A lot of this is timed with our fractionators as they come online. Of course all of the time with the contracts and producer drilling schedules both at West Texas and also in the Eagle Ford. So we will slowly see West Texas build up over the next 12 to 18 months.

Operator

At this time we have no further questions in queue, I would like to turn the call back to Martin Salinas for closing comments.

Martin Salinas

Great. Thanks everyone for your time this morning. Everybody have a good day. Thank you.

Operator

Thank you for your participation in today's conference. This concludes your presentation. You may all disconnect. Good day everyone.

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