Equity

3 Months Ended

Mar. 31, 2020

EQUITY

All of our common units are owned by ET.

Preferred Units

As of March 31, 2020 and December 31, 2019, our outstanding preferred units included 950,000 Series A Preferred Units, 550,000 Series B Preferred Units, 18,000,000 Series C Preferred Units, 17,800,000 Series D Preferred Units and 32,000,000 Series E Preferred Units. As of March 31, 2020, our outstanding preferred units also included 500,000 Series F Preferred Units and 1,100,000 Series G Preferred Units.

The following table summarizes changes in the amounts of our Series A, Series B, Series C, Series D, Series E, Series F and Series G preferred units for the three months ended March 31, 2020:



	Preferred Unitholders
	Series A			Series B			Series C			Series D			Series E			Series F			Series G			Total
Balance, December 31, 2019	$	958		$	556		$	440		$	434		$	786		$	—		$	—		$	3,174
Distributions to partners	(30		)	(18		)	(8		)	(9		)	(15		)	—			—			(80		)
Units issued for cash	—			—			—			—			—			494			1,086			1,580
Other, net	—			—			—			—			—			(1		)	(2		)	(3		)
Net income	15			9			8			9			15			6			15			77
Balance, March 31, 2020	$	943		$	547		$	440		$	434		$	786		$	499		$	1,099		$	4,748

The following table summarizes changes in the amounts of our Series A, Series B, Series C and Series D preferred units for the three months ended March 31, 2019:



	Preferred Unitholders
	Series A			Series B			Series C			Series D			Total
Balance, December 31, 2018	$	958		$	556		$	440		$	434		$	2,388
Distributions to partners	(30		)	(18		)	(8		)	(8		)	(64		)
Net income	15			9			8			8			40
Balance, March 31, 2019	$	943		$	547		$	440		$	434		$	2,364

Series F Preferred Units

On January 22, 2020, the Partnership issued 500,000 of its Series F Preferred Units representing limited partner interest in the Partnership, at a price to the public of $1,000 per unit. Distributions on the Series F Preferred Units are cumulative from and including the original issue date and will be payable semi-annually in arrears on the 15th day of May and November of

each year, commencing on May 15, 2020 to, but excluding, May 15, 2025, at a rate equal to 6.750% per annum of the $1,000 liquidation preference. On and after May 15, 2025, the distribution rate on the Series F Preferred Units will equal a percentage of the $1,000 liquidation preference equal to the five-year U.S. treasury rate plus a spread of 5.134% per annum. The Series F Preferred Units are redeemable at ETO’s option on or after May 15, 2025 at a redemption price of $1,000 per Series F Preferred Unit, plus an amount equal to all accumulated and unpaid distributions thereon to, but excluding, the date of redemption.

Series G Preferred Units

On January 22, 2020, the Partnership issued 1,100,000 of its Series G Preferred Units representing limited partner interest in the Partnership, at a price to the public of $1,000 per unit. Distributions on the Series G Preferred Units are cumulative from and including the original issue date and will be payable semi-annually in arrears on the 15th day of May and November of each year, commencing on May 15, 2020 to, but excluding, May 15, 2030, at a rate equal to 7.125% per annum of the $1,000 liquidation preference. On and after May 15, 2030, the distribution rate on the Series G Preferred Units will equal a percentage of the $1,000 liquidation preference equal to the five-year U.S. treasury rate plus a spread of 5.306% per annum. The Series G Preferred Units are redeemable at ETO’s option on or after May 15, 2030 at a redemption price of $1,000 per Series G Preferred Unit, plus an amount equal to all accumulated and unpaid distributions thereon to, but excluding, the date of redemption.

Subsidiary Equity Transactions

Sunoco LP Equity Distribution Program

For the three months ended March 31, 2020, Sunoco LP issued no additional units under its at-the-market equity distribution program. As of March 31, 2020, $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 three months ended March 31, 2020, distributions of $0.3 million were reinvested under the USAC distribution reinvestment program resulting in the issuance of approximately 18,883 USAC common units.

Cash Distributions

Distributions on ETO’s preferred units declared and/or paid by the Partnership subsequent to December 31, 2019 were as follows:



Period Ended	Record Date	Payment Date	Series A⁽¹⁾		Series B⁽¹⁾		Series C		Series D		Series E	Series F ⁽²⁾		Series G ⁽²⁾
December 31, 2019	February 3, 2020	February 18, 2020	$	31.25	$	33.125	$	0.4609	$	0.4766	0.4750	$	—	$	—
March 31, 2020	May 1, 2020	May 15, 2020	—		—		0.4609		0.4766		0.4750	21.19		22.36

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


⁽²⁾	Series F Preferred Unit and Series G Preferred Unit distributions related to the period ended March 31, 2020 represent a prorated initial distribution. Distributions are paid on a semi-annual basis.

Sunoco LP Cash Distributions

Distributions declared and/or paid by Sunoco LP subsequent to its common unitholders December 31, 2019 were as follows:



Quarter Ended	Record Date	Payment Date	Rate
December 31, 2019	February 7, 2020	February 19, 2020	$	0.8255
March 31, 2020	May 7, 2020	May 19, 2020	0.8255

USAC Cash Distributions

Distributions declared and/or paid by USAC to its common unitholders subsequent to December 31, 2019 were as follows:



Quarter Ended	Record Date	Payment Date	Rate
December 31, 2019	January 27, 2020	February 7, 2020	$	0.5250
March 31, 2020	April 27, 2020	May 8, 2020	0.5250

Accumulated Other Comprehensive Income (Loss)

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



	March 31, 2020			December 31, 2019
Available-for-sale securities	$	4		$	13
Foreign currency translation adjustment	(5		)	(5		)
Actuarial loss related to pensions and other postretirement benefits	(19		)	(25		)
Investments in unconsolidated affiliates, net	(17		)	(1		)
Total AOCI, net of tax	$	(37	)	$	(18	)