
	EQUITY:

ETE Common Unit Activity

The change in ETE Common Units during the three months ended March 31, 2014 was as follows:



	Number of Units
Outstanding at December 31, 2013	559.9
Repurchase of units under buyback program	(8.1	)
Outstanding at March 31, 2014	551.8

From January through April, ETE repurchased approximately $750 million of ETE common units under its buyback program.

Sales of Common Units by Subsidiaries

The Parent Company accounts for the difference between the carrying amount of its investments in ETP and Regency and the underlying book value arising from the issuance or redemption of units by ETP or Regency (excluding transactions with the Parent Company) as capital transactions.

As a result of ETP’s and Regency’s issuances of common units during the three months ended March 31, 2014, we recognized increases in partners’ capital of $603 million.

Sales of Common Units by ETP

ETP has entered into an Equity Distribution Agreement pursuant to which ETP may sell from time to time ETP Common Units having aggregate offering prices of up to an agreed-upon threshold. During the three months ended March 31, 2014, ETP received proceeds of $106 million, net of commissions of $1 million, from the issuance of units pursuant to the Equity Distribution Agreement, which proceeds were used for general partnership purposes. ETP also received $38 million, net of commissions, in April 2014 from the settlement of transactions initiated in March 2014 under this agreement. No amounts remain available to be issued under this agreement.

During the three months ended March 31, 2014, distributions of $36 million were reinvested under ETP’s Distribution Reinvestment Plan resulting in the issuance of 0.7 million ETP Common Units. As of March 31, 2014, a total of 1.4 million ETP Common Units remain available to be issued under the existing registration statement for ETP’s Distribution Reinvestment Plan.

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 Regency

From time to time, Regency has sold Regency Common Units through an Equity Distribution Agreement, such sales of Regency Common Units are made by means of ordinary brokers’ transactions on the New York Stock Exchange at market prices, in block transactions, or as otherwise agreed upon by Regency and the sales agent which is the counterparty to the equity distribution agreement. For the three months ended March 31, 2014, Regency received net proceeds of $34 million from units issued pursuant to its Equity Distribution Agreement, which proceeds were used for general partnership purposes. As of March 31, 2014, no amounts remain available to be issued under its agreement.

Regency issued 4.0 million and 140.4 million Regency Common Units in connection with the Hoover and PVR acquisitions, respectively.

Parent Company Quarterly Distributions of Available Cash

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



Quarter Ended	Record Date	Payment Date	Rate
December 31, 2013	February 7, 2014	February 19, 2014	$	0.34625
March 31, 2014	May 5, 2014	May 19, 2014	0.35875

ETP 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	$	0.92000
March 31, 2014	May 5, 2014	May 15, 2014	0.93500

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. For the distributions to be paid for the three months ended March 31, 2014, the net impact of these adjustments will result in a reduction of $26 million in the distributions from ETP to ETE. Following is a summary of the net reduction in total distributions that would potentially be made to ETE in current and future quarters:




	Total Year
2014 (remainder)	$	80
2015	51
2016	72
2017	50
2018	45
2019	35

Regency Quarterly Distributions of Available Cash

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



Quarter Ended	Record Date	Payment Date	Rate
December 31, 2013	February 7, 2014	February 14, 2014	$	0.47500
March 31, 2014	May 8, 2014	May 15, 2014	0.48000

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	$	0.66250
March 31, 2014	May 9, 2014	May 15, 2014	0.69500

On May 5, 2014, Sunoco Logistics’ Board of Directors declared a two-for-one split of Sunoco Logistics common units. The unit split will result 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 will be effective June 12, 2014. All Sunoco Logistics unit and per unit information is presented on a pre-split basis.

Accumulated Other Comprehensive Income

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



	March 31, 2014			December 31, 2013
Available-for-sale securities	$	2		$	2
Foreign currency translation adjustment	(4		)	(1		)
Net loss on commodity related hedges	(4		)	(4		)
Actuarial gain related to pensions and other postretirement benefits	55			56
Equity investments, net	1			8
Subtotal	50			61
Amounts attributable to noncontrolling interest	(44		)	(52		)
Total AOCI, net of tax	$	6		$	9