SXL / Sunoco Logistics Partners L.P. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

- 15-12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-31219 ENERGY TRANSFER OPERATING, L.P. (Exact name of registrant as speci

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on April 16, 2021, pursuant to the provisions of Rule 12d2-2 (a).

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on April 16, 2021, pursuant to the provisions of Rule 12d2-2 (a).

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on April 16, 2021, pursuant to the provisions of Rule 12d2-2 (a).

- POSASR

POSASR 1 d101890dposasr.htm POSASR As filed with the Securities and Exchange Commission on April 5, 2021 Registration No. 333-250128 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-250128 UNDER THE SECURITIES ACT OF 1933 ENERGY TRANSFER OPERATING, L.P. (Exact name of registrant as specified in its cha

AGREEMENT AND PLAN OF MERGER

Exhibit 2.2 AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this ?Agreement?) dated as of April 1, 2021, is by and between Energy Transfer LP, a Delaware limited partnership (?ET?), and Energy Transfer Operating, L.P., a Delaware limited partnership (?ETO? and together with ET, the ?Parties?). RECITALS WHEREAS, in connection with certain internal restructuring transactions contempl

Entry into a Material Definitive Agreement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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 1, 2021 Energy Transfer Operating, L.P. (Exact name of registrant as specified in its charter) Delaware 001-31219 73-1493906 (State or Other Jurisdiction of Incorporation or Org

AGREEMENT AND PLAN OF MERGER

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this ?Agreement?) dated as of April 1, 2021, is by and among Energy Transfer Operating, L.P., a Delaware limited partnership (?ETO?), Sunoco Logistics Partners Operations L.P., a Delaware limited partnership (?SXL?), and Sunoco Logistics Partners GP LLC, a Delaware limited liability company (?SXL GP? and together with ETO

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): March 5, 2021 Energy Transfer Operating, L.P. (Exact name of registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or Other Jurisdiction of Incorporation or Organ

AGREEMENT AND PLAN OF MERGER by and among ENERGY TRANSFER LP, ETO MERGER SUB LLC ENERGY TRANSFER OPERATING, L.P. Dated as of March 5, 2021

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among ENERGY TRANSFER LP, ETO MERGER SUB LLC and ENERGY TRANSFER OPERATING, L.P. Dated as of March 5, 2021 TABLE OF CONTENTS ARTICLE I. THE MERGER Section 1.1 The Merger 1 Section 1.2 Closing 2 Section 1.3 Effective Time 2 Section 1.4 Effects of the Merger 2 Section 1.5 Organizational Documents of the Surviving Entity 2 Section 1.6 ET Partnership Agr

Merger Prospectus - 425

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): March 5, 2021 Energy Transfer Operating, L.P. (Exact name of registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or Other Jurisdiction of Incorporation or Organ

List of Subsidiaries

Exhibit 21.1 LIST OF SUBSIDIARIES SUBSIDIARIES OF ENERGY TRANSFER OPERATING, L.P., a Delaware limited partnership: Advanced Meter Solutions LLC, a Delaware limited liability company Alpine Holding, LLC, an Oklahoma limited liability company Aqua-ETC Water Solutions, LLC, a Delaware limited liability company Arguelles Pipeline, S. De R.L. De C.V., a Mexico SRL Bakken Holdings Company LLC, a Delawar

Annual Report - 10-K

Table of Content UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-31219 ENERGY TRANSFER OPERATING, L.P. (Exact name o

ENERGY TRANSFER REPORTS FOURTH QUARTER 2020 RESULTS

ENERGY TRANSFER REPORTS FOURTH QUARTER 2020 RESULTS Dallas - February 17, 2021 - Energy Transfer LP (NYSE:ET) (“ET” or the “Partnership”) today reported financial results for the quarter and year ended December 31, 2020.

Regulation FD Disclosure, Financial Statements and Exhibits

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 February 17, 2021 Date of Report (Date of earliest event reported) ENERGY TRANSFER OPERATING, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdiction of incorporation) (Com

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 January 8, 2021 Date of Report (Date of earliest event reported) ENERGY TRANSFER OPERATING, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdiction of incorporation) (Commi

Regulation FD Disclosure - 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 January 11, 2021 Date of Report (Date of earliest event reported) ENERGY TRANSFER OPERATING, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdiction of incorporation) (Comm

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 14, 2020 Date of Report (Date of earliest event reported) ENERGY TRANSFER OPERATING, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdiction of incorporation) (Co

Regulation FD Disclosure - 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 December 7, 2020 Date of Report (Date of earliest event reported) ENERGY TRANSFER OPERATING, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdiction of incorporation) (Comm

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - 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): November 18, 2020 ENERGY TRANSFER OPERATING, L.P. (Exact Name of Registrant as Specified in its charter) Delaware 001-31219 73-1493906 (State or other jurisdiction of incorporation) (

AMENDMENT NO. 3 TO 364-DAY CREDIT AGREEMENT AND EXTENSION AGREEMENT

EX-10.1 Exhibit 10.1 Execution Version AMENDMENT NO. 3 TO 364-DAY CREDIT AGREEMENT AND EXTENSION AGREEMENT THIS AMENDMENT NO. 3 TO 364-DAY CREDIT AGREEMENT AND EXTENSION AGREEMENT (this “Amendment”), dated as of November 18, 2020, is entered into by and among ENERGY TRANSFER OPERATING, L.P., a Delaware limited partnership (the “Borrower”), SUNOCO LOGISTICS PARTNERS OPERATIONS L.P., a Delaware limi

Regulation FD Disclosure

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 November 17, 2020 Date of Report (Date of earliest event reported) ENERGY TRANSFER OPERATING, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdiction of incorporation) (Com

- S-3ASR

S-3ASR Table of Contents As filed with the Securities and Exchange Commission on November 16, 2020 Registration No.

Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of U.S. Bank, National Association, as trustee under the indenture filed as Exhibit 4.1 above.

EX-25.1 Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 31-0841368 I.R.S. Employer

Financial Statements and Exhibits, Other Events

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 November 12, 2020 Date of Report (Date of earliest event reported) ENERGY TRANSFER OPERATING, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdiction of incorporation) (Com

TABLE OF CONTENTS

Table of Contents TABLE OF CONTENTS PAGE PART II ITEM 6. SELECTED FINANCIAL DATA 6 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 7 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 56 1 Table of Contents Forward-Looking Statements Certain matters discussed in this report, excluding historical information, as well as some statements by Energy Transf

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-31219 Energy Transfer Operatin

ENERGY TRANSFER REPORTS SOLID THIRD QUARTER 2020 RESULTS

ENERGY TRANSFER REPORTS SOLID THIRD QUARTER 2020 RESULTS Dallas - November 4, 2020 - Energy Transfer LP (NYSE:ET) (“ET” or the “Partnership”) today reported financial results for the quarter ended September 30, 2020.

Regulation FD Disclosure, Financial Statements and Exhibits - 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 November 4, 2020 Date of Report (Date of earliest event reported) ENERGY TRANSFER OPERATING, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdiction of incorporation) (Comm

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 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 October 14, 2020 Date of Report (Date of earliest event reported) ENERGY TRANSFER OPERATING, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdiction of incorporation) (Comm

- 25

25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 1-31219 ENERGY TRANSFER OPERATING, L.P. New York Stock Exchange (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registere

Regulation FD Disclosure

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 August 11, 2020 Date of Report (Date of earliest event reported) ENERGY TRANSFER OPERATING, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdiction of incorporation) (Commi

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-31219 Energy Transfer Operating, L.

ENERGY TRANSFER REPORTS SECOND QUARTER 2020 RESULTS

ENERGY TRANSFER REPORTS SECOND QUARTER 2020 RESULTS Dallas - August 5, 2020 - Energy Transfer LP (NYSE:ET) (“ET” or the “Partnership”) today reported financial results for the quarter ended June 30, 2020.

Regulation FD Disclosure, Financial Statements and Exhibits

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 August 5, 2020 Date of Report (Date of earliest event reported) ENERGY TRANSFER OPERATING, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdiction of incorporation) (Commis

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-31219 Energy Transfer Operating, L

ENERGY TRANSFER REPORTS FIRST QUARTER 2020 RESULTS AND REDUCES CAPITAL EXPENDITURES

ENERGY TRANSFER REPORTS FIRST QUARTER 2020 RESULTS AND REDUCES CAPITAL EXPENDITURES Dallas - May 11, 2020 - Energy Transfer LP (NYSE:ET) (“ET” or the “Partnership”) today reported financial results for the quarter ended March 31, 2020.

Issuers and Guarantors of Registered Securities (incorporated by reference to Exhibit 22.1 to the Registrant’s Form 10-Q for the quarter ended March 31, 2020)

Exhibit 22.1 Subsidiary guarantors and issuers of guaranteed securities and affiliates whose securities collateralize securities of the registrant ETO Senior Notes: Parent guarantor and issuer - Energy Transfer Operating, L.P. Subsidiary issuer and guarantor - Sunoco Logistics Partners Operations L.P. Sunoco LP Senior Notes (1): Parent guarantor - Energy Transfer Operating, L.P. Subsidiary issuer

Preferability Letter from Grant Thornton LLP

May 11, 2020 The Audit Committee of the Board of Directors Energy Transfer Partners, L.

Regulation FD Disclosure, Financial Statements and Exhibits

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 May 11, 2020 Date of Report (Date of earliest event reported) ENERGY TRANSFER OPERATING, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdiction of incorporation) (Commissi

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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 April 30, 2020 Date of Report (Date of earliest event reported) ENERGY TRANSFER OPERATING, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdiction of incorporation) (Commis

Amendment No. 5 to Fifth Amended and Restated Agreement of Limited Partnership of Energy Transfer Operating, L.P. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K File No. 1-31219, filed May 5, 2020)

EX-3.1 Exhibit 3.1 Execution Version AMENDMENT NO. 5 TO FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENERGY TRANSFER OPERATING, L.P. April 30, 2020 This Amendment No. 5 (this “Amendment No. 5”) to the Fifth Amended and Restated Agreement of Limited Partnership of Energy Transfer Operating, L.P. (the “Partnership”), dated as of October 19, 2018 (the “Partnership Agreement”), is he

Unregistered Sales of Equity Securities

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 March 31, 2020 Date of Report (Date of earliest event reported) ENERGY TRANSFER OPERATING, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdiction of incorporation) (Commis

Regulation FD Disclosure

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 March 17, 2020 Date of Report (Date of earliest event reported) ENERGY TRANSFER OPERATING, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdiction of incorporation) (Commis

Description of Registrant’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 - Description of Listed Senior Notes.

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Description of Listed Senior Notes The following description of our 7.

List of Subsidiaries.

Exhibit 21.1 LIST OF SUBSIDIARIES SUBSIDIARIES OF ENERGY TRANSFER OPERATING, L.P., a Delaware limited partnership: Advanced Meter Solutions LLC, a Delaware limited liability company Advantage Diesel, LLC, a Idaho limited liability company Aqua-ETC Water Solutions, LLC, a Delaware limited liability company Arguelles Pipeline, S. De R.L. De C.V., a Mexico SRL Bakken Gathering LLC, a Delaware limited

Description of Registrant’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 - Description of Series E Preferred Units.

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 DESCRIPTION OF SERIES E PREFERRED UNITS The following description of the Series E Preferred Units does not purport to be complete and is subject to, and qualified in its entirety by reference to, the provisions of our Fifth Amended and Restated Agreement of Limited Partnership of Energy Transfer Operating, L.

Annual Report - 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-31219 ENERGY TRANSFER OPERATING, L.P. (Exact name

Description of Registrant’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 - Description of Series C Preferred Units.

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 DESCRIPTION OF SERIES C PREFERRED UNITS The following description of the Series C Preferred Units does not purport to be complete and is subject to, and qualified in its entirety by reference to, the provisions of our Fourth Amended and Restated Agreement of Limited Partnership of Energy Transfer Operating, L.

Description of Registrant’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 - Description of Series D Preferred Units.

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 DESCRIPTION OF SERIES D PREFERRED UNITS The following description of the Series D Preferred Units does not purport to be complete and is subject to, and qualified in its entirety by reference to, the provisions of our Fourth Amended and Restated Agreement of Limited Partnership of Energy Transfer Operating, L.

ENERGY TRANSFER REPORTS SOLID FOURTH QUARTER 2019 RESULTS

ENERGY TRANSFER REPORTS SOLID FOURTH QUARTER 2019 RESULTS • Net income attributable to partners of $1.

Regulation FD Disclosure, Financial Statements and Exhibits

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 February 19, 2020 Date of Report (Date of earliest event reported) ENERGY TRANSFER OPERATING, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdiction of incorporation) (Com

Unregistered Sales of Equity Securities

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 February 1, 2020 Date of Report (Date of earliest event reported) ENERGY TRANSFER OPERATING, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdiction of incorporation) (Comm

Fourth Supplemental Indenture dated as of January 22, 2020, by and among Energy Transfer Operating, L.P., as issuer, the subsidiary guarantors named therein, U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to Form 8-K (File No. 1-31219) filed January 22, 2020)

EX-4.2 3 d874700dex42.htm EX-4.2 Exhibit 4.2 Execution Version ENERGY TRANSFER OPERATING, L.P., as Issuer, SUNOCO LOGISTICS PARTNERS OPERATIONS L.P., as Guarantor, and U.S. BANK NATIONAL ASSOCIATION, as Trustee FOURTH SUPPLEMENTAL INDENTURE Dated as of January 22, 2020 to Indenture dated as of June 8, 2018 2.900% Senior Notes due 2025 3.750% Senior Notes due 2030 5.000% Senior Notes due 2050 Table

Amendment No. 4 to Fifth Amended and Restated Agreement of Limited Partnership of Energy Transfer Operating, L.P. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K File No. 1-31219, filed January 22, 2020)

EX-3.1 Exhibit 3.1 Execution Version AMENDMENT NO. 4 TO FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENERGY TRANSFER OPERATING, L.P. This Amendment No. 4 (this “Amendment No. 4”) to the Fifth Amended and Restated Agreement of Limited Partnership of Energy Transfer Operating, L.P. (the “Partnership”) dated as of October 19, 2018 (as amended to date, the “Partnership Agreement”) is

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

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): January 22, 2020 ENERGY TRANSFER OPERATING, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdiction of incorporation) (Com

Regulation FD Disclosure

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 January 13, 2020 Date of Report (Date of earliest event reported) ENERGY TRANSFER OPERATING, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdiction of incorporation) (Comm

Underwriting Agreement, dated as of January 7, 2020, between Energy Transfer Operating, L.P., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., MUFG Securities Americas Inc., Natixis Securities Americas LLC and TD Securities (USA) LLC, as representatives of the several underwriters named therein.

EX-1.1 Exhibit 1.1 Execution Version ENERGY TRANSFER OPERATING, L.P. 500,000 6.750% Series F Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Units 1,100,000 7.125% Series G Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Units Representing Limited Partner Interests UNDERWRITING AGREEMENT January 7, 2020 CITIGROUP GLOBAL MARKETS INC. DEUTSCHE BANK SECURITIES INC. MUFG SECURITI

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): January 7, 2020 ENERGY TRANSFER OPERATING, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdiction of incorporation) (Comm

Underwriting Agreement, dated as of January 7, 2020, between Energy Transfer Operating, L.P., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., MUFG Securities Americas Inc., Natixis Securities Americas LLC and TD Securities (USA) LLC, as representatives of the several underwriters named therein.

EX-1.2 Exhibit 1.2 Execution Version ENERGY TRANSFER OPERATING, L.P. $1,000,000,000 2.900% Senior Notes Due 2025 $1,500,000,000 3.750% Senior Notes Due 2030 $2,000,000,000 5.000% Senior Notes Due 2050 UNDERWRITING AGREEMENT January 7, 2020 CITIGROUP GLOBAL MARKETS INC. DEUTSCHE BANK SECURITIES INC. MUFG SECURITIES AMERICAS INC. NATIXIS SECURITIES AMERICAS LLC TD SECURITIES (USA) LLC As the Represe

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Maximum Aggregate Offering Price Amount of Registration Fee(1)(2) 6.750% Series F Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Units $500,000,000 $64,900

424B5 Filed pursuant to rule 424(b)(5) Registration No. 333-221411 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Maximum Aggregate Offering Price Amount of Registration Fee(1)(2) 6.750% Series F Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Units $500,000,000 $64,900.00 7.125% Series G Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Unit

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Amount of Registration Fee(1) 2.900% Senior Notes Due 2025 $1,000,000,000 $129,800.00 3.750% Senior Notes Due 2030 $1,500,000,000 $194,700.00 5

424B5 Table of Contents File pursuant to Rule 424(b)(5) Registration No. 333-221411 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Amount of Registration Fee(1) 2.900% Senior Notes Due 2025 $1,000,000,000 $129,800.00 3.750% Senior Notes Due 2030 $1,500,000,000 $194,700.00 5.000% Senior Notes Due 2030 $2,000,000,000 $259,600.00 Total $4,50

PRICING TERM SHEET ENERGY TRANSFER OPERATING, L.P. $500,000,000 6.750% Series F Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Units (Liquidation Preference $1,000.00 per unit) (“Series F Preferred Units”) $1,100,000,000 7.125% Series G F

FWP Filed Pursuant to Rule 433 of the Securities Act Registration No. 333-221411 January 7, 2020 PRICING TERM SHEET ENERGY TRANSFER OPERATING, L.P. $500,000,000 6.750% Series F Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Units (Liquidation Preference $1,000.00 per unit) (“Series F Preferred Units”) $1,100,000,000 7.125% Series G Fixed-Rate Reset Cumulative Redeemable Perpetual Prefe

Final Pricing Terms Energy Transfer Operating, L.P. $1,000,000,000 2.900% Senior Notes due 2025 $1,500,000,000 3.750% Senior Notes due 2030 $2,000,000,000 5.000% Senior Notes due 2050 Issuer: Energy Transfer Operating, L.P. Guarantor: Sunoco Logistic

FWP Filed Pursuant to Rule 433 of the Securities Act Registration No. 333-221411 January 7, 2020 Final Pricing Terms Energy Transfer Operating, L.P. $1,000,000,000 2.900% Senior Notes due 2025 $1,500,000,000 3.750% Senior Notes due 2030 $2,000,000,000 5.000% Senior Notes due 2050 Issuer: Energy Transfer Operating, L.P. Guarantor: Sunoco Logistics Partners Operations L.P. Ratings (Moody’s / S&P / F

Subject to Completion, dated January 7, 2020

424B3 Table of Contents The information in this preliminary prospectus supplement is not complete and may be changed.

Subject to Completion, dated January 7, 2020

424B3 Table of Contents File pursuant to Rule 424(b)(3) Registration No. 333-221411 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying base prospectus are not an offer to sell these securities, and we are not soliciting an offer to buy these securities, in any jurisdiction where the offer or sale

Unregistered Sales of Equity Securities

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): January 1, 2020 ENERGY TRANSFER OPERATING, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdiction of incorporation) (Comm

Regulation FD Disclosure

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 December 11, 2019 Date of Report (Date of earliest event reported) ENERGY TRANSFER OPERATING, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdiction of incorporation) (Com

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): November 19, 2019 ENERGY TRANSFER OPERATING, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdiction of incorporation) (Co

Amendment No. 2 to 364-Day Credit Agreement and Extension Agreement dated as of November 19, 2019 among Energy Transfer Operating, L.P., Sunoco Logistics Partners Operations L.P., Wells Fargo Bank, National Association, as Administrative Agent, the other lenders party thereto and the other parties named therein.

EX-10.1 Exhibit 10.1 AMENDMENT NO. 2 TO 364-DAY CREDIT AGREEMENT AND EXTENSION AGREEMENT THIS AMENDMENT NO. 2 TO 364-DAY CREDIT AGREEMENT AND EXTENSION AGREEMENT (this “Amendment”), dated as of November 19, 2019, is entered into by and among ENERGY TRANSFER OPERATING, L.P., a Delaware limited partnership (the “Borrower”), SUNOCO LOGISTICS PARTNERS OPERATIONS L.P., a Delaware limited partnership (t

Regulation FD Disclosure

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 November 19, 2019 Date of Report (Date of earliest event reported) ENERGY TRANSFER OPERATING, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdiction of incorporation) (Com

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-31219 Energy Transfer Operatin

Regulation FD Disclosure, Financial Statements and Exhibits

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 November 6, 2019 Date of Report (Date of earliest event reported) ENERGY TRANSFER OPERATING, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdiction of incorporation) (Comm

ENERGY TRANSFER REPORTS SOLID THIRD QUARTER 2019 RESULTS

ENERGY TRANSFER REPORTS SOLID THIRD QUARTER 2019 RESULTS • Net income attributable to partners of $832 million, reflecting an increase over previous period primarily due to higher operating income and the impact of the simplification transaction.

Guaranty dated as of October 17, 2019 between Sunoco Logistics Partners Operations L.P. and Toronto Dominion (Texas) LLC, as Administrative Agent.

Exhibit 10.2 Execution Version GUARANTY THIS GUARANTY dated as of October 17, 2019 (this “Guaranty”) executed and delivered by SUNOCO LOGISTICS PARTNERS OPERATIONS, L.P. (“SXL”), a Delaware limited partnership, and each other Subsidiary from time to time party hereto (“Additional Guarantor” and, together with SXL, each a “Guarantor” and collectively, the “Guarantors”) in favor of TORONTO DOMINION

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): October 17, 2019 ENERGY TRANSFER OPERATING, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdiction of incorporation) (Com

Term Loan Credit Agreement dated as of October 17, 2019 among Energy Transfer Operating, L.P., Toronto Dominion (Texas) LLC, as Administrative Agent, the other lenders party thereto and the other parties named therein.

EX-10.1 Exhibit 10.1 Published CUSIP Number: 29279JAA9 TERM LOAN CREDIT AGREEMENT Dated as of October 17, 2019 among ENERGY TRANSFER OPERATING, L.P., as the Borrower, TORONTO DOMINION (TEXAS) LLC, as Administrative Agent, and the Lenders referred to herein, as Lenders, WELLS FARGO BANK, NATIONAL ASSOCIATION AND BANK OF AMERICA, N.A., as Co-Syndication Agents, CITIBANK, N.A., JPMORGAN CHASE BANK, N

Regulation FD Disclosure

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 September 25, 2019 Date of Report (Date of earliest event reported) ENERGY TRANSFER OPERATING, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdiction of incorporation) (Co

Regulation FD Disclosure

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 September 3, 2019 Date of Report (Date of earliest event reported) ENERGY TRANSFER OPERATING, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdiction of incorporation) (Com

Regulation FD Disclosure

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 August 13, 2019 Date of Report (Date of earliest event reported) ENERGY TRANSFER OPERATING, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdiction of incorporation) (Commi

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-31219 Energy Transfer Operating, L.

ENERGY TRANSFER REPORTS SECOND QUARTER 2019 RESULTS

ENERGY TRANSFER REPORTS SECOND QUARTER 2019 RESULTS • Net income attributable to partners of $878 million, reflecting an increase over previous period primarily due to higher operating income and the impact of the simplification transaction.

Regulation FD Disclosure, Financial Statements and Exhibits

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 August 7, 2019 Date of Report (Date of earliest event reported) ENERGY TRANSFER OPERATING, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdiction of incorporation) (Commis

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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 July 1, 2019 Date of Report (Date of earliest event reported) ENERGY TRANSFER OPERATING, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdiction of incorporation) (Commissi

Amendment No. 3, dated as of July 1, 2019, to Fifth Amended and Restated Agreement of Limited Partnership of Energy Transfer Operating, L.P. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, File No. 1-31219, filed July 2, 2019)

AMENDMENT NO. 3 TO FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENERGY TRANSFER OPERATING, L.P. JULY 1, 2019 This Amendment No. 3 (this “Amendment No. 3”) to the Fifth Amended and Restated Agreement of Limited Partnership of Energy Transfer Operating, L.P. (the “Partnership”), dated as of October 19, 2018, (the “Partnership Agreement”) is hereby adopted effective as of July 1, 20

Regulation FD Disclosure

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 June 18, 2019 Date of Report (Date of earliest event reported) ENERGY TRANSFER OPERATING, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdiction of incorporation) (Commiss

Regulation FD Disclosure

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 May 13, 2019 Date of Report (Date of earliest event reported) ENERGY TRANSFER OPERATING, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdiction of incorporation) (Commissi

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-31219 ENERGY TRANSFER OPERATING, L

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 etoq12019er8k.htm 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 May 8, 2019 Date of Report (Date of earliest event reported) ENERGY TRANSFER OPERATING, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdiction

ENERGY TRANSFER REPORTS RECORD FIRST QUARTER 2019 RESULTS WHILE DELIVERING ON CAPITAL PROJECT BACKLOG

ENERGY TRANSFER REPORTS RECORD FIRST QUARTER 2019 RESULTS WHILE DELIVERING ON CAPITAL PROJECT BACKLOG • Net income attributable to partners of $870 million, reflecting an increase over previous periods primarily due to the impact of the simplification transaction.

April 25, 2019

8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 ENERGY TRANSFER OPERATING, L.P. (Exact name of registrant as specified in its charter) Delaware 73-1493906 (State of incorporation or organization) (I.R.S. Employer Identification No.) 811

Amendment No. 2, dated as of April 25, 2019, to Fifth Amended and Restated Agreement of Limited Partnership of Energy Transfer Operating, L.P. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, File No. 1-31219, filed April 25, 2019)

EX-3.1 Exhibit 3.1 AMENDMENT NO. 2 TO FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENERGY TRANSFER OPERATING, L.P. This Amendment No. 2 (this “Amendment No. 2”) to the Fifth Amended and Restated Agreement of Limited Partnership of Energy Transfer Operating, L.P. (the “Partnership”) dated as of October 19, 2018 (as amended to date, the “Partnership Agreement”) is hereby adopted ef

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

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 April 25, 2019 (April 25, 2019) Date of Report (Date of earliest event reported) ENERGY TRANSFER OPERATING, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdiction of i

28,000,000 7.600% Series E Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (Liquidation Preference $25.00 per Series E Preferred Unit) Energy Transfer Operating, L.P.

424B5 Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-221411 Title of Each Class of Securities to be Registered Maximum Aggregate Offering Price Amount of Registration Fee(1)(2) 7.600% Series E Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units $805,000,000 $97,566 (1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended. (

Underwriting Agreement, dated as of April 17, 2019, between Energy Transfer Operating, L.P., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC.

EX-1.1 Exhibit 1.1 ENERGY TRANSFER OPERATING, L.P. 28,000,000 7.600% Series E Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units Representing Limited Partner Interests UNDERWRITING AGREEMENT April 17, 2019 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED One Bryant Park New York, New York 10036 MORGAN STANLEY & CO. LLC 1585 Broadway New York, New York 10036 RBC CAPITAL MARKET

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 April 18, 2019 (April 17, 2019) Date of Report (Date of earliest event reported) ENERGY TRANSFER OPERATING, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdiction of i

PRICING TERM SHEET ENERGY TRANSFER OPERATING, L.P. 28,000,000 7.600% Series E Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (Liquidation Preference $25.00 per unit) (“Series E Preferred Units”) Issuer: Energy Transfer Operati

FWP Filed Pursuant to Rule 433 of the Securities Act Registration No. 333-221411 April 17, 2019 PRICING TERM SHEET ENERGY TRANSFER OPERATING, L.P. 28,000,000 7.600% Series E Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (Liquidation Preference $25.00 per unit) (“Series E Preferred Units”) Issuer: Energy Transfer Operating, L.P. Trade Date: April 17, 2019. Settlement Date (

Subject to Completion, dated April 17, 2019

424B3 Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-221411 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying base prospectus are not an offer to sell these securities, and we are not soliciting an offer to buy these securities, in any jurisdiction where the offer or sal

SXL / Sunoco Logistics Partners L.P. 8-A12B

8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 ENERGY TRANSFER OPERATING, L.P. (Exact name of registrant as specified in its charter) Delaware 73-1493906 (State of incorporation or organization) (I.R.S. Employer Identification No.) 811

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): March 25, 2019 ENERGY TRANSFER OPERATING, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdiction of incorporation) (C

Third Supplemental Indenture, dated as of March 25, 2019, by and among Energy Transfer Operating, L.P., as issuer, the subsidiary guarantors named therein, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to Form 8-K (File No. 1-31219) filed March 27, 2019)

EX-4.2 Exhibit 4.2 Execution Version ENERGY TRANSFER OPERATING, L.P., as Issuer, SUNOCO LOGISTICS PARTNERS OPERATIONS L.P., as Guarantor, and U.S. BANK NATIONAL ASSOCIATION, as Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of March 25, 2019 to Indenture dated as of June 8, 2018 7.500% Senior Notes due 2020 4.250% Senior Notes due 2023 5.875% Senior Notes due 2024 5.500% Senior Notes due 2027 Table

Energy Transfer Operating, L.P. Announces 97% Final Participation in Exchange Offers and Consent Solicitations

EX-99.1 Exhibit 99.1 Energy Transfer Operating, L.P. Announces 97% Final Participation in Exchange Offers and Consent Solicitations DALLAS, TEXAS—March 25, 2019—Energy Transfer Operating, L.P. (“ETO”) (formerly, Energy Transfer Partners, L.P., and a subsidiary of Energy Transfer LP (“ET”)) announced today the final results of its previously announced offers to exchange any and all validly tendered

Regulation FD Disclosure

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 March 26, 2019 (March 27, 2019) Date of Report (Date of earliest event reported) ENERGY TRANSFER OPERATING, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdiction of incor

ENERGY TRANSFER OPERATING, L.P. Offers to Exchange Any and All Outstanding Notes Issued by Energy Transfer LP as listed below for up to $4,337,032,000 Aggregate Principal Amount of New Notes Issued by Energy Transfer Operating, L.P. and Related Guara

424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration Nos. 333-229843 and 333-229843-01 PROSPECTUS ENERGY TRANSFER OPERATING, L.P. Offers to Exchange Any and All Outstanding Notes Issued by Energy Transfer LP as listed below for up to $4,337,032,000 Aggregate Principal Amount of New Notes Issued by Energy Transfer Operating, L.P. and Related Guarantees and Solicitation of Consents

SXL / Sunoco Logistics Partners L.P. CORRESP

CORRESP ENERGY TRANSFER OPERATING, L.P. 8111 Westchester Drive, Suite 600 Dallas, Texas 75225 (214) 981-0700 March 18, 2019 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-4628 Attn: Karina Dorin Office of Natural Resources Re: Energy Transfer Operating, L.P. Registration Statement on Form S-4 File No. 333-229843 Ladies and Gen

Other Events

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 March 15, 2019 (March 11, 2019) Date of Report (Date of earliest event reported) ENERGY TRANSFER OPERATING, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdiction of incor

SXL / Sunoco Logistics Partners L.P. 425 (Prospectus)

425 Filed by Energy Transfer Operating, L.P. pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Energy Transfer LP Commission File No.: 001-32740 Date: March 11, 2019 Energy Transfer Operating, L.P. Announces Early Participation Results of Exchange Offers and Consent Solicitations for Senior Notes of Energy Transfer LP and Extends Early Consent Benefits to Remaining Holders DAL

SXL / Sunoco Logistics Partners L.P. S-4/A

S-4/A Table of Contents As filed with the Securities and Exchange Commission on March 7, 2019 Registration No.

SXL / Sunoco Logistics Partners L.P. 425 (Prospectus)

425 Filed by Energy Transfer Operating, L.P. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Energy Transfer LP Commission File No.: 001-32740 Date: February 25, 2019 Energy Transfer Operating, L.P. Commences Exchange Offers for Senior Notes of Energy Transfer LP DALLAS, TEXAS—February 25, 2019—Energy Transfer Operating, L.P. (formerly, Energy Transfer Partners, L.P., and a

Form of Third Supplemental Indenture by and among Energy Transfer Operating, L.P., as issuer, Sunoco Logistics Partners Operations L.P., as guarantor, and U.S. Bank National Association, as trustee

EX-4.2 Exhibit 4.2 ENERGY TRANSFER OPERATING, L.P., as Issuer, SUNOCO LOGISTICS PARTNERS OPERATIONS L.P., as Guarantor, and U.S. BANK NATIONAL ASSOCIATION, as Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of [•], 2019 to Indenture dated as of June 8, 2018 7.500% Senior Notes due 2020 4.250% Senior Notes due 2023 5.875% Senior Notes due 2024 5.500% Senior Notes due 2027 Table of Contents ARTICLE I

Form of Ninth Supplemental Indenture by and between Energy Transfer LP (formerly Energy Transfer Equity, L.P.) and U.S. Bank National Association, as trustee

EX-4.14 Exhibit 4.14 ENERGY TRANSFER LP (FORMERLY ENERGY TRANSFER EQUITY, L.P.), as Issuer, and U.S. BANK NATIONAL ASSOCIATION, as Trustee NINTH SUPPLEMENTAL INDENTURE Dated as of [ ], 2019 to Indenture dated as of September 20, 2010 7.500% Senior Notes due 2020 4.250% Senior Notes due 2023 5.875% Senior Notes due 2024 5.500% Senior Notes due 2027 THIS NINTH SUPPLEMENTAL INDENTURE dated as of [ ],

Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of the trustee under the New ETO Indenture

EX-25.1 Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 31-0841368 I.R.S. Employer

SXL / Sunoco Logistics Partners L.P. S-4

S-4 Table of Contents As filed with the Securities and Exchange Commission on February 25, 2019 Registration No.

Form 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-31219 ENERGY TRANSFER OPERATING, L.P. (Exact name

List of Subsidiaries.

Exhibit 21.1 LIST OF SUBSIDIARIES SUBSIDIARIES OF ENERGY TRANSFER OPERATING, L.P., a Delaware limited partnership: Advanced Meter Solutions LLC, a Delaware limited liability company Advantage Diesel LLC, a Idaho limited liability company Aqua-ETC Water Solutions, LLC, a Delaware limited liability company Arguelles Pipeline S de R.L. DE C.V., a Mexico SRL Atlantic Petroleum Company LLC, a Delaware

Regulation FD Disclosure, Financial Statements and Exhibits

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 February 20, 2019 Date of Report (Date of earliest event reported) ENERGY TRANSFER OPERATING, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdiction of incorporation) (Com

ENERGY TRANSFER REPORTS FOURTH QUARTER 2018 RESULTS WITH RECORD PERFORMANCE AND CONTINUED GROWTH

ENERGY TRANSFER REPORTS FOURTH QUARTER 2018 RESULTS WITH RECORD PERFORMANCE AND CONTINUED GROWTH • Net income attributable to partners of $617 million, reflecting an increase over previous periods primarily due to the impact of the Merger.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): January 15, 2019 ENERGY TRANSFER OPERATING, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdiction of incorporation)

Second Supplemental Indenture, dated as of January 15, 2019, by and among Energy Transfer Operating, L.P., as issuer, the subsidiary guarantors named therein, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to Form 8-K (File No. 1-31219) filed January 15, 2019)

EX-4.2 Exhibit 4.2 Execution Version ENERGY TRANSFER OPERATING, L.P., as Issuer, SUNOCO LOGISTICS PARTNERS OPERATIONS L.P., as Guarantor, and U.S. BANK NATIONAL ASSOCIATION, as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of January 15, 2019 to Indenture dated as of June 8, 2018 4.500% Senior Notes due 2024 5.250% Senior Notes due 2029 6.250% Senior Notes due 2049 Table of Contents ARTICLE I DEF

Energy Transfer Operating, L.P. Announces Pricing of $4.0 Billion of Senior Notes

EX-99.1 Exhibit 99.1 Energy Transfer Operating, L.P. Announces Pricing of $4.0 Billion of Senior Notes DALLAS—January 8, 2019—Energy Transfer Operating, L.P. (formerly, Energy Transfer Partners, L.P., and a subsidiary of Energy Transfer LP) (“ETO”) today announced the pricing of its $750 million aggregate principal amount of 4.500% senior notes due 2024, $1.5 billion aggregate principal amount of

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): January 8, 2019 ENERGY TRANSFER OPERATING, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdiction of incorporation) (

Underwriting Agreement dated as of January 8, 2019 among Energy Transfer Operating, L.P., Sunoco Logistics Partners Operations L.P., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBC Capital Markets, LLC and SunTrust Robinson Humphrey, Inc., as representatives of the several underwriters named therein.

EX-1.1 Exhibit 1.1 Execution Version ENERGY TRANSFER OPERATING, L.P. $750,000,000 4.500% Senior Notes Due 2024 $1,500,000,000 5.250% Senior Notes Due 2029 $1,750,000,000 6.250% Senior Notes Due 2049 UNDERWRITING AGREEMENT January 8, 2019 DEUTSCHE BANK SECURITIES INC. GOLDMAN SACHS & CO. LLC MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED RBC CAPITAL MARKETS, LLC SUNTRUST ROBINSON HUMPHREY, INC.

Energy Transfer Operating, L.P. $750,000,000 4.500% Senior Notes due 2024 $1,500,000,000 5.250% Senior Notes due 2029 $1,750,000,000 6.250% Senior Notes due 2049

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-221411 Title of Each Class of Securities to be Registered Maximum Aggregate Offering Price Amount of Registration Fee(1)(2) 4.500% Senior Notes Due 2024 $750,000,000 $90,900 5.250% Senior Notes Due 2029 $1,500,000,000 $181,800 6.250% Senior Notes Due 2049 $1,750,000,000 $212,100 Total $4,000,000,000 $484,800 (1) Calculat

Final Pricing Terms Energy Transfer Operating, L.P. $750,000,000 4.500% Senior Notes Due 2024 $1,500,000,000 5.250% Senior Notes Due 2029 $1,750,000,000 6.250% Senior Notes Due 2049 Issuer: Energy Transfer Operating, L.P. Guarantor: Sunoco Logistics

FWP Filed Pursuant to Rule 433 of the Securities Act Registration No. 333-221411 January 8, 2019 Final Pricing Terms Energy Transfer Operating, L.P. $750,000,000 4.500% Senior Notes Due 2024 $1,500,000,000 5.250% Senior Notes Due 2029 $1,750,000,000 6.250% Senior Notes Due 2049 Issuer: Energy Transfer Operating, L.P. Guarantor: Sunoco Logistics Partners Operations L.P. Ratings (Moody’s / S&P / Fit

Subject to Completion, dated January 8, 2019

424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-221411 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities, and we are not soliciting an offer to buy these securities, in any jurisdiction where the offer or sale is

Regulation FD Disclosure

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 January 7, 2019 (January 8, 2019) Date of Report (Date of earliest event reported) ENERGY TRANSFER OPERATING, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdiction of inc

Amendment No. 1, dated as of December 31, 2018, to Fifth Amended and Restated Agreement of Limited Partnership of Energy Transfer Operating, L.P. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, File No. 1-31219, filed January 4, 2019)

AMENDMENT NO. 1 TO FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENERGY TRANSFER OPERATING, L.P. December 31, 2018 This Amendment No. 1 (this “Amendment No. 1”) to the Fifth Amended and Restated Agreement of Limited Partnership of Energy Transfer Operating, L.P. (the “Partnership”), dated as of October 19, 2018, (the “Partnership Agreement”) is hereby adopted effective as of Decem

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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 January 4, 2019 (December 31, 2018) Date of Report (Date of earliest event reported) ENERGY TRANSFER OPERATING, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdiction of i

Regulation FD Disclosure

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 December 4, 2018 (December 5, 2018) Date of Report (Date of earliest event reported) ENERGY TRANSFER OPERATING, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdiction of i

Regulation FD Disclosure

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 November 13, 2018 Date of Report (Date of earliest event reported) ENERGY TRANSFER OPERATING, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdiction of incorporation) (Com

SXL / Sunoco Logistics Partners L.P. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-31219 ENERGY TRANSFER OPERATIN

Regulation FD Disclosure, Financial Statements and Exhibits

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 November 7, 2018 Date of Report (Date of earliest event reported) ENERGY TRANSFER OPERATING, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdiction of incorporation) (Comm

ENERGY TRANSFER REPORTS THIRD QUARTER 2018 RESULTS WITH RECORD FINANCIAL AND OPERATIONAL PERFORMANCE

ENERGY TRANSFER REPORTS THIRD QUARTER 2018 RESULTS WITH RECORD FINANCIAL AND OPERATIONAL PERFORMANCE Dallas - November 7, 2018 - Energy Transfer LP (NYSE:ET) (“ET” or the “Partnership”), formerly named Energy Transfer Equity, L.

SXL / Sunoco Logistics Partners L.P. 15-12B

15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-31219 ENERGY TRANSFER OPERATING, L.P. (Exact name of registrant a

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on November 2, 2018, pursuant to the provisions of Rule 12d2-2 (a).

Amendment No. 1 to Five-Year Credit Agreement, Joinder and Increase and Extension Agreement, dated as of October 19, 2018, by and among Energy Transfer Partners, L.P., Sunoco Logistics Partners Operations L.P., and Wells Fargo Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.1 to Form 8-K (File No. 1-31219) filed October 19, 2018)

EX-10.1 Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 1 TO FIVE-YEAR CREDIT AGREEMENT, JOINDER AND INCREASE AND EXTENSION AGREEMENT THIS AMENDMENT NO. 1 TO FIVE-YEAR CREDIT AGREEMENT, JOINDER AND INCREASE AND EXTENSION AGREEMENT (this “Agreement”), dated as of October 19, 2018, is entered into by and among ENERGY TRANSFER PARTNERS, L.P., a Delaware limited partnership (the “Borrower”), SUNOCO LOGIS

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): October 19, 2018 ENERGY TRANSFER OPERATING, L.P. (Exact name of registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or Other Jurisdiction of Incorporation o

Amendment No. 1 to 364-Day Credit Agreement, Joinder and Extension Agreement dated as of October 19, 2018 among Energy Transfer Partners, L.P., Sunoco Logistics Partners Operations L.P., Wells Fargo Bank, National Association, as Administrative Agent, the other lenders party thereto and the other parties named therein.

EX-10.2 Exhibit 10.2 EXECUTION VERSION AMENDMENT NO. 1 TO 364-DAY CREDIT AGREEMENT, JOINDER AND EXTENSION AGREEMENT THIS AMENDMENT NO. 1 TO 364-DAY CREDIT AGREEMENT, JOINDER AND EXTENSION AGREEMENT (this “Amendment”), dated as of October 19, 2018, is entered into by and among ENERGY TRANSFER PARTNERS, L.P., a Delaware limited partnership (the “Borrower”), SUNOCO LOGISTICS PARTNERS OPERATIONS L.P.,

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): October 18, 2018 ENERGY TRANSFER OPERATING, L.P. (Exact name of registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or Other Jurisdiction of Incorporation o

ENERGY TRANSFER EQUITY, L.P. AND ENERGY TRANSFER PARTNERS, L.P. COMPLETE MERGER, SIMPLIFY STRUCTURE Energy Transfer Equity now called Energy Transfer LP and trading under NYSE ticker “ET”

EX-99.1 Exhibit 99.1 ENERGY TRANSFER EQUITY, L.P. AND ENERGY TRANSFER PARTNERS, L.P. COMPLETE MERGER, SIMPLIFY STRUCTURE Energy Transfer Equity now called Energy Transfer LP and trading under NYSE ticker “ET” DALLAS—October 19, 2018—Energy Transfer Equity, L.P. (“ETE”) and Energy Transfer Partners, L.P. (“ETP”) today announced the completion of their previously announced merger of ETE with ETP. At

Fifth Amended and Restated Agreement of Limited Partnership of Energy Transfer Operating, L.P., dated as of October 19, 2018 (incorporated by reference to Exhibit 3.3 to the Current Report on Form 8-K filed October 19, 2018)

EX-3.3 Exhibit 3.3 FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENERGY TRANSFER OPERATING, L.P. TABLE OF CONTENTS ARTICLE I DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 Construction 20 ARTICLE II ORGANIZATION 20 Section 2.1 Formation 20 Section 2.2 Name 20 Section 2.3 Registered Office; Registered Agent; Principal Office; Other Offices 21 Section 2.4 Purpose and Business 2

Amendment No. 4, dated as of October 19, 2018, to Fourth Amended and Restated Agreement of Limited Partnership of Energy Transfer Partners, L.P., dated as of April 28, 2017.

EX-3.2 Exhibit 3.2 AMENDMENT NO. 4 TO FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENERGY TRANSFER PARTNERS, L.P. This Amendment No. 4 (this “Amendment No. 4”) to the Fourth Amended and Restated Agreement of Limited Partnership of Energy Transfer Partners, L.P. (the “Partnership”), dated as of April 28, 2017 (as amended to date, the “Partnership Agreement”), is hereby adopted ef

Certificate of Merger of Streamline Merger Sub, LLC, with and into Energy Transfer Partners, L.P., dated as of October 19, 2018 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed October 19, 2018)

EX-3.1 Exhibit 3.1 CERTIFICATE OF MERGER of STREAMLINE MERGER SUB, LLC (a Delaware limited liability company) with and into ENERGY TRANSFER PARTNERS, L.P. (a Delaware limited partnership) Pursuant to Section 17-211 of the Delaware Revised Uniform Limited Partnership Act (the “DRULPA”) and Section 18-209 of the Delaware Limited Liability Company Act (the “DLLCA”), the undersigned hereby certifies t

SXL / Sunoco Logistics Partners L.P. S-8 POS

S-8 POS 1 d636254ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on October 19, 2018 Registration No. 333-96897 Registration No. 333-208327 Registration No. 333-217592 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-96897 Post-Effective Amendment No. 1 to Form S-8 Registration

SXL / Sunoco Logistics Partners L.P. S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on October 19, 2018 Registration No.

SXL / Sunoco Logistics Partners L.P. S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on October 19, 2018 Registration No.

SXL / Sunoco Logistics Partners L.P. POS AM

POS AM As filed with the Securities and Exchange Commission on October 19, 2018 Registration No.

SXL / Sunoco Logistics Partners L.P. POS AM

POS AM As filed with the Securities and Exchange Commission on October 19, 2018 Registration No.

SXL / Sunoco Logistics Partners L.P. S-3DPOS

S-3DPOS As filed with the Securities and Exchange Commission on October 19, 2018 Registration No.

SXL / Sunoco Logistics Partners L.P. POS AM

POS AM As filed with the Securities and Exchange Commission on October 19, 2018 Registration No.

SXL / Sunoco Logistics Partners L.P. POS AM

POS AM As filed with the Securities and Exchange Commission on October 19, 2018 Registration No.

SXL / Sunoco Logistics Partners L.P. POS AM

POS AM As filed with the Securities and Exchange Commission on October 19, 2018 Registration No.

SXL / Sunoco Logistics Partners L.P. POS AM

POS AM As filed with the Securities and Exchange Commission on October 19, 2018 Registration No.

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

Form 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): October 18, 2018 ENERGY TRANSFER PARTNERS, L.P. (Exact name of registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or Other Jurisdiction of Incorporati

ENERGY TRANSFER PARTNERS, L.P. COMMON UNITHOLDERS APPROVE MERGER WITH ENERGY TRANSFER EQUITY, L.P. Combined partnership’s common units to trade under ticker symbol “ET”

EX-99.1 Exhibit 99.1 ENERGY TRANSFER PARTNERS, L.P. COMMON UNITHOLDERS APPROVE MERGER WITH ENERGY TRANSFER EQUITY, L.P. Combined partnership’s common units to trade under ticker symbol “ET” DALLAS, October 18, 2018 – Energy Transfer Equity, L.P. (NYSE: ETE) (“ETE”) and Energy Transfer Partners, L.P. (NYSE: ETP) (“ETP”) announced today that at a special meeting of ETP common unitholders held earlie

ENERGY TRANSFER PARTNERS, L.P. COMMON UNITHOLDERS APPROVE MERGER WITH ENERGY TRANSFER EQUITY, L.P. Combined partnership’s common units to trade under ticker symbol “ET”

EX-99.1 Exhibit 99.1 ENERGY TRANSFER PARTNERS, L.P. COMMON UNITHOLDERS APPROVE MERGER WITH ENERGY TRANSFER EQUITY, L.P. Combined partnership’s common units to trade under ticker symbol “ET” DALLAS, October 18, 2018 – Energy Transfer Equity, L.P. (NYSE: ETE) (“ETE”) and Energy Transfer Partners, L.P. (NYSE: ETP) (“ETP”) announced today that at a special meeting of ETP common unitholders held earlie

SXL / Sunoco Logistics Partners L.P. FORM 8-K (Prospectus)

Form 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): October 18, 2018 ENERGY TRANSFER PARTNERS, L.P. (Exact name of registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or Other Jurisdiction of Incorporati

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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): September 11, 2018 ENERGY TRANSFER PARTNERS, L.P. (Exact name of registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or Other Jurisdiction of Incorporation

Energy Transfer Equity and Energy Transfer Partners Announce Form S-4 Registration Statement Declared Effective by SEC

EX-99.1 Exhibit 99.1 Energy Transfer Equity and Energy Transfer Partners Announce Form S-4 Registration Statement Declared Effective by SEC DALLAS, TX—September 11, 2018—Energy Transfer Equity, L.P. (NYSE: ETE) and Energy Transfer Partners, L.P. (NYSE: ETP) today announced that ETE’s Registration Statement on Form S-4 relating to the previously announced merger transaction between ETE and ETP has

Energy Transfer Equity and Energy Transfer Partners Announce Form S-4 Registration Statement Declared Effective by SEC

EX-99.1 Exhibit 99.1 Energy Transfer Equity and Energy Transfer Partners Announce Form S-4 Registration Statement Declared Effective by SEC DALLAS, TX—September 11, 2018—Energy Transfer Equity, L.P. (NYSE: ETE) and Energy Transfer Partners, L.P. (NYSE: ETP) today announced that ETE’s Registration Statement on Form S-4 relating to the previously announced merger transaction between ETE and ETP has

SXL / Sunoco Logistics Partners L.P. 8-K (Prospectus)

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): September 11, 2018 ENERGY TRANSFER PARTNERS, L.P. (Exact name of registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or Other Jurisdiction of Incorporation

SXL / Sunoco Logistics Partners L.P. DEFM14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (

SXL / Sunoco Logistics Partners L.P. 425 (Prospectus)

425 Energy Transfer Equity & Energy Transfer Partners Barclays CEO Energy-Power Conference September 5, 2018 Filed by Energy Transfer Partners, L.

ETE / Entergy Transfer Equity LP 425 (Prospectus)

425 Energy Transfer Equity & Energy Transfer Partners Barclays CEO Energy-Power Conference September 5, 2018 Filed by Energy Transfer Equity, L.

Regulation FD Disclosure

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 September 4, 2018 (September 5, 2018) Date of Report (Date of earliest event reported) ENERGY TRANSFER PARTNERS, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdiction of

SXL / Sunoco Logistics Partners L.P. 425 (Prospectus)

425 Filed by Energy Transfer Partners, L.P. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Energy Transfer Partners, L.P. Commission File No.: 001-31219 Date: August 15, 2018 ENERGY TRANSFER EQUITY & ENERGY TRANSFER PARTNERS 2018 Citi One-on-One MLP / Midstream Infrastructure Conference Augus

ETE / Entergy Transfer Equity LP 425 (Prospectus)

425 Filed by Energy Transfer Equity, L.P. pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Energy Transfer Partners, L.P. Commission File No.: 001-31219 Date: August 15, 2018 ENERGY TRANSFER EQUITY & ENERGY TRANSFER PARTNERS 2018 Citi One-on-One MLP / Midstream Infrastructure Conference August 15-16, 2018Filed by Energy Transfer Equity, L.P. pursuant to Rule 425 under the Sec

Other Events

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): August 14, 2018 ENERGY TRANSFER PARTNERS, L.P. (Exact name of registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or Other Jurisdiction of Incorporation or

SXL / Sunoco Logistics Partners L.P. 8-K (Prospectus)

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): August 14, 2018 ENERGY TRANSFER PARTNERS, L.P. (Exact name of registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or Other Jurisdiction of Incorporation or

Regulation FD Disclosure

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 August 14, 2018 (August 15, 2018) Date of Report (Date of earliest event reported) ENERGY TRANSFER PARTNERS, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdiction of inco

SXL / Sunoco Logistics Partners L.P. 425 (Prospectus)

425 Filed by Energy Transfer Partners, L.P. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Energy Transfer Partners, L.P. Commission File No.: 001-31219 Date: August 9, 2018 TRANSCRIPT The following is a transcript of the Energy Transfer Equity, L.P. (“ETE”) and Energy Transfer Partners, L.P.

ETE / Entergy Transfer Equity LP 425 (Prospectus)

425 Filed by Energy Transfer Equity, L.P. pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Energy Transfer Partners, L.P. Commission File No.: 001- 31219 Date: August 9, 2018 TRANSCRIPT The following is a transcript of the Energy Transfer Equity, L.P. (“ETE”) and Energy Transfer Partners, L.P. (“ETP”) quarterly earnings conference call held at 8:00 a.m. Central time on August

SXL / Sunoco Logistics Partners L.P. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-31219 ENERGY TRANSFER PARTNERS, L.P

Amended and Restated Energy Transfer Partners, L.L.C. Annual Bonus Plan

AMENDED AND RESTATED ENERGY TRANSFER PARTNERS, L.L.C. ANNUAL BONUS PLAN AMENDED AND RESTATED ENERGY TRANSFER PARTNERS, L.L.C. ANNUAL BONUS PLAN 1. Purpose. The purpose of this Plan is to motivate management and the employees who perform services for the Partnership and/or its affiliates and subsidiaries to earn annual cash awards through the achievement of performance and target goals. 2. Definiti

Computation of Ratio of Earnings to Fixed Charges

Exhibit 12.1 ENERGY TRANSFER PARTNERS, L.P. AND SUBSIDIARIES COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in millions, except for ratio amounts) (Unaudited) Six Months Ended June 30, 2018 Energy Transfer Partners, L.P. (consolidated) Sunoco Logistics Partners Operations L.P. Fixed Charges: Interest expense, net $ 704 $ 81 Capitalized interest 160 106 Interest charges included in rental expen

ENERGY TRANSFER PARTNERS REPORTS SECOND QUARTER RESULTS

ENERGY TRANSFER PARTNERS REPORTS SECOND QUARTER RESULTS Dallas – August 8, 2018 – Energy Transfer Partners, L.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 August 8, 2018 Date of Report (Date of earliest event reported) ENERGY TRANSFER PARTNERS, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdiction of incorporation) (Commiss

SXL / Sunoco Logistics Partners L.P. 425 (Prospectus)

425 Filed by Energy Transfer Partners, L.P. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Energy Transfer Partners, L.P. Commission File No.: 001-31219 Date: August 3, 2018 TRANSCRIPT The following is a transcript of the Energy Transfer Equity, L.P. (“ETE”) and Energy Transfer Partners, L.P.

ETE / Entergy Transfer Equity LP 425 (Prospectus)

425 Filed by Energy Transfer Equity, L.P. pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Energy Transfer Partners, L.P. Commission File No.: 001-31219 Date: August 3, 2018 TRANSCRIPT The following is a transcript of the Energy Transfer Equity, L.P. (“ETE”) and Energy Transfer Partners, L.P. (“ETP”) investor conference call held at 9:00 a.m. Central time on August 2, 2018. W

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): August 1, 2018 ENERGY TRANSFER PARTNERS, L.P. (Exact name of registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or Other Jurisdiction of Incorporation or O

Agreement and Plan of Merger, dated as of August 1, 2018, by and among LE GP, LLC, Energy Transfer Equity, L.P., Streamline Merger Sub, LLC, Energy Transfer Partners, L.L.C. and Energy Transfer Partners, L.P. (incorporated by reference to Exhibit 2.1 to the Form 8-K filed August 3, 2018)

EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER Dated as of August 1, 2018 by and among LE GP, LLC, ENERGY TRANSFER EQUITY, L.P., STREAMLINE MERGER SUB, LLC, ENERGY TRANSFER PARTNERS, L.L.C. and ENERGY TRANSFER PARTNERS, L.P. TABLE OF CONTENTS ARTICLE I THE MERGER 1 Section 1.1 Pre-Closing Transaction; Merger and Additional Transactions 2 Section 1.2 Closing 3 Section 1.3 Effective Time 3 Section

SXL / Sunoco Logistics Partners L.P. 8-K (Prospectus)

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): August 1, 2018 ENERGY TRANSFER PARTNERS, L.P. (Exact name of registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or Other Jurisdiction of Incorporation or Organ

Agreement and Plan of Merger, dated as of August 1, 2018, by and among LE GP, LLC, Energy Transfer Equity, L.P., Streamline Merger Sub, LLC, Energy Transfer Partners, L.P. and Energy Transfer Partners, L.L.C.

EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER Dated as of August 1, 2018 by and among LE GP, LLC, ENERGY TRANSFER EQUITY, L.P., STREAMLINE MERGER SUB, LLC, ENERGY TRANSFER PARTNERS, L.L.C. and ENERGY TRANSFER PARTNERS, L.P. TABLE OF CONTENTS ARTICLE I THE MERGER 1 Section 1.1 Pre-Closing Transaction; Merger and Additional Transactions 2 Section 1.2 Closing 3 Section 1.3 Effective Time 3 Section

Agreement and Plan of Merger, dated as of August 1, 2018, by and among LE GP, LLC, Energy Transfer Equity, L.P., Streamline Merger Sub, LLC, Energy Transfer Partners, L.P. and Energy Transfer Partners, L.L.C.

EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER Dated as of August 1, 2018 by and among LE GP, LLC, ENERGY TRANSFER EQUITY, L.P., STREAMLINE MERGER SUB, LLC, ENERGY TRANSFER PARTNERS, L.L.C. and ENERGY TRANSFER PARTNERS, L.P. TABLE OF CONTENTS ARTICLE I THE MERGER 1 Section 1.1 Pre-Closing Transaction; Merger and Additional Transactions 2 Section 1.2 Closing 3 Section 1.3 Effective Time 3 Section

ETE / Entergy Transfer Equity LP 8-K (Prospectus)

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): August 1, 2018 ENERGY TRANSFER EQUITY, L.P. (Exact name of registrant as specified in its charter) Delaware 001-32740 30-0108820 (State or Other Jurisdiction of Incorporation or O

Energy Transfer Equity to Acquire Energy Transfer Partners in Simplification Transaction Streamlines organizational structure and eliminates IDR burden

EX-99.1 Exhibit 99.1 Energy Transfer Equity to Acquire Energy Transfer Partners in Simplification Transaction Streamlines organizational structure and eliminates IDR burden DALLAS—August 1, 2018—Energy Transfer Equity, L.P. (NYSE: ETE) and Energy Transfer Partners, L.P. (NYSE: ETP) today announced that they have entered into a definitive agreement providing for the merger of ETP with a wholly-owne

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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): August 1, 2018 ENERGY TRANSFER PARTNERS, L.P. (Exact name of registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or Other Jurisdiction of Incorporation or O

Transaction Overview TRANSACTION CREATES ~$90 BILLION ENTERPRISE UNDER A SIMPLIFIED STRUCTURE WITH ENHANCED FINANCIAL FLEXIBILITY AND LOWER COST OF CAPITAL Energy Transfer Equity, LP (“ETE”) and Energy Transfer Partners, LP (“ETP”) have entered into

EX-99.2 Energy Transfer Equity & Energy Transfer Partners ETE Acquisition of ETP August 2, 2018 Exhibit 99.2 Additional Information and Where to Find It SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND THE REGISTRATION STATEMENT REGARDING THE TRANSACTION CAREFULLY WHEN IT BECOMES AVAILABLE. These documents (when they become available), and any other documents filed by ETE or E

Transaction Overview TRANSACTION CREATES ~$90 BILLION ENTERPRISE UNDER A SIMPLIFIED STRUCTURE WITH ENHANCED FINANCIAL FLEXIBILITY AND LOWER COST OF CAPITAL Energy Transfer Equity, LP (“ETE”) and Energy Transfer Partners, LP (“ETP”) have entered into

EX-99.2 Energy Transfer Equity & Energy Transfer Partners ETE Acquisition of ETP August 2, 2018 Exhibit 99.2 Additional Information and Where to Find It SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND THE REGISTRATION STATEMENT REGARDING THE TRANSACTION CAREFULLY WHEN IT BECOMES AVAILABLE. These documents (when they become available), and any other documents filed by ETE or E

Energy Transfer Equity to Acquire Energy Transfer Partners in Simplification Transaction Streamlines organizational structure and eliminates IDR burden

EX-99.1 Exhibit 99.1 Energy Transfer Equity to Acquire Energy Transfer Partners in Simplification Transaction Streamlines organizational structure and eliminates IDR burden DALLAS—August 1, 2018—Energy Transfer Equity, L.P. (NYSE: ETE) and Energy Transfer Partners, L.P. (NYSE: ETP) today announced that they have entered into a definitive agreement providing for the merger of ETP with a wholly-owne

SXL / Sunoco Logistics Partners L.P. 8-K (Prospectus)

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): August 1, 2018 ENERGY TRANSFER PARTNERS, L.P. (Exact name of registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or Other Jurisdiction of Incorporation or O

Energy Transfer Equity to Acquire Energy Transfer Partners in Simplification Transaction Streamlines organizational structure and eliminates IDR burden

EX-99.1 Exhibit 99.1 Energy Transfer Equity to Acquire Energy Transfer Partners in Simplification Transaction Streamlines organizational structure and eliminates IDR burden DALLAS—August 1, 2018—Energy Transfer Equity, L.P. (NYSE: ETE) and Energy Transfer Partners, L.P. (NYSE: ETP) today announced that they have entered into a definitive agreement providing for the merger of ETP with a wholly-owne

Transaction Overview TRANSACTION CREATES ~$90 BILLION ENTERPRISE UNDER A SIMPLIFIED STRUCTURE WITH ENHANCED FINANCIAL FLEXIBILITY AND LOWER COST OF CAPITAL Energy Transfer Equity, LP (“ETE”) and Energy Transfer Partners, LP (“ETP”) have entered into

EX-99.2 Energy Transfer Equity & Energy Transfer Partners ETE Acquisition of ETP August 2, 2018 Exhibit 99.2 Additional Information and Where to Find It SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND THE REGISTRATION STATEMENT REGARDING THE TRANSACTION CAREFULLY WHEN IT BECOMES AVAILABLE. These documents (when they become available), and any other documents filed by ETE or E

ETE / Entergy Transfer Equity LP 8-K (Prospectus)

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): August 1, 2018 ENERGY TRANSFER EQUITY, L.P. (Exact name of registrant as specified in its charter) Delaware 001-32740 30-0108820 (State or Other Jurisdiction of Incorporation or O

July 24, 2018

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 ENERGY TRANSFER PARTNERS, L.P. (Exact name of registrant as specified in its charter) Delaware 73-1493906 (State of incorporation or organization) (I.R.S. Employer Identification No.) 8111 Westch

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

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 July 23, 2018 (July 23, 2018) Date of Report (Date of earliest event reported) ENERGY TRANSFER PARTNERS, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdiction of inco

Amendment No. 3, dated July 23, 2018, to Fourth Amended and Restated Agreement of Limited Partnership of Energy Transfer Partners, L.P., dated as of April 28, 2017 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed July 23, 2018)

EX-3.1 Exhibit 3.1 AMENDMENT NO. 3 TO FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENERGY TRANSFER PARTNERS, L.P. This Amendment No. 3 (this “Amendment No. 3”) to the Fourth Amended and Restated Agreement of Limited Partnership of Energy Transfer Partners, L.P. (the “Partnership”) dated as of April 28, 2017 (as amended to date, the “Partnership Agreement”) is hereby adopted effe

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 July 19, 2018 (July 16, 2018) Date of Report (Date of earliest event reported) ENERGY TRANSFER PARTNERS, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdiction of inco

Underwriting Agreement, dated as of July 16, 2018, between Energy Transfer Partners, L.P., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC.

EX-1.1 Exhibit 1.1 ENERGY TRANSFER PARTNERS, L.P. 16,000,000 7.625% Series D Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units Representing Limited Partner Interests UNDERWRITING AGREEMENT July 16, 2018 J.P. MORGAN SECURITIES LLC 383 Madison Avenue New York, New York 10179 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED One Bryant Park New York, New York 10036 MORGAN STANLE

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 July 18, 2018 (July 17, 2018) Date of Report (Date of earliest event reported) ENERGY TRANSFER PARTNERS, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdiction of incorpor

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Offering Price per Unit Aggregate Offering Price Amount of Registration Fee(1)(2) 7.625% Series D Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Unit

424B5 1 d376882d424b5.htm 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-221411 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Offering Price per Unit Aggregate Offering Price Amount of Registration Fee(1)(2) 7.625% Series D Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units $25.00 $400,000,000 $49,800 (1) Calcu

PRICING TERM SHEET ENERGY TRANSFER PARTNERS, L.P. 16,000,000 7.625% Series D Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (Liquidation Preference $25.00 per unit) (“Series D Preferred Units”) Issuer: Energy Transfer Partners

FWP Filed Pursuant to Rule 433 of the Securities Act Registration No. 333-221411 July 16, 2018 PRICING TERM SHEET ENERGY TRANSFER PARTNERS, L.P. 16,000,000 7.625% Series D Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (Liquidation Preference $25.00 per unit) (“Series D Preferred Units”) Issuer: Energy Transfer Partners, L.P. Trade Date: July 16, 2018. Settlement Date (T+5)

Subject to Completion, dated July 16, 2018

424B3 1 d376882d424b3.htm 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-221411 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying base prospectus are not an offer to sell these securities, and we are not soliciting an offer to buy these securities, in any jurisdict

SXL / Sunoco Logistics Partners L.P. 8-K (Current Report)

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 June 18, 2018 (June 19, 2018) Date of Report (Date of earliest event reported) ENERGY TRANSFER PARTNERS, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdiction of incorpor

First Supplemental Indenture, dated as of June 8, 2018, by and among Energy Transfer Partners, L.P., as issuer, the subsidiary guarantors named therein, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to Form 8-K (File No. 1-31219) filed June 8, 2018)

EX-4.2 Exhibit 4.2 Execution Version ENERGY TRANSFER PARTNERS, L.P., as Issuer, SUNOCO LOGISTICS PARTNERS OPERATIONS L.P., as Guarantor, and U.S. BANK NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of June 8, 2018 to Indenture dated as of June 8, 2018 4.200% Senior Notes due 2023 4.950% Senior Notes due 2028 5.800% Senior Notes due 2038 6.000% Senior Notes due 2048 Table of

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

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): June 5, 2018 ENERGY TRANSFER PARTNERS, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdiction of incorporation) (Comm

Underwriting Agreement dated as of June 5, 2018 among Energy Transfer Partners, L.P., Sunoco Logistics Partners Operations L.P., Mizuho Securities USA LLC, MUFG Securities Americas Inc., SMBC Nikko Securities America, Inc. and TD Securities (USA) LLC, as representatives of the several underwriters named therein.

EX-1.1 Exhibit 1.1 Execution Version ENERGY TRANSFER PARTNERS, L.P. $500,000,000 4.200% Senior Notes Due 2023 $1,000,000,000 4.950% Senior Notes Due 2028 $500,000,000 5.800% Senior Notes Due 2038 $1,000,000,000 6.000% Senior Notes Due 2048 UNDERWRITING AGREEMENT June 5, 2018 MIZUHO SECURITIES USA LLC MUFG SECURITIES AMERICAS INC. SMBC NIKKO SECURITIES AMERICA, INC. TD SECURITIES (USA) LLC As the R

Indenture, dated as of June 8, 2018, among Energy Transfer Partners, L.P. as issuer, Sunoco Logistics Partners Operations L.P., as guarantor, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Form 8-K (File No. 1-31219) filed June 8, 2018)

EX-4.1 Exhibit 4.1 Execution Version ENERGY TRANSFER PARTNERS, L.P., as Issuer, and THE SUBSIDIARY GUARANTORS NAMED HEREIN, as Subsidiary Guarantors, and U.S. BANK NATIONAL ASSOCIATION as Trustee Indenture Dated as of June 8, 2018 Debt Securities ENERGY TRANSFER PARTNERS, L.P. RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939 AND INDENTURE, DATED AS OF JUNE 8, 2018 Section of Trust Indent

Energy Transfer Partners, L.P. Announces Pricing of $3.0 Billion of Senior Notes

EX-99.1 Exhibit 99.1 Press Release Energy Transfer Partners, L.P. Announces Pricing of $3.0 Billion of Senior Notes DALLAS—(BUSINESS WIRE)—Jun. 5, 2018—Energy Transfer Partners, L.P. (NYSE: ETP) today announced the pricing of its $500 million aggregate principal amount of 4.20% senior notes due 2023, $1.0 billion aggregate principal amount of 4.95% senior notes due 2028, $500 million aggregate pri

Energy Transfer Partners, L.P. $500,000,000 4.200% Senior Notes due 2023 $1,000,000,000 4.950% Senior Notes due 2028 $500,000,000 5.800% Senior Notes due 2038 $1,000,000,000 6.000% Senior Notes due 2048

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-221411 Title of Each Class of Securities to be Registered Maximum Aggregate Offering Price Amount of Registration Fee(1)(2) 4.200% Senior Notes Due 2023 $500,000,000 $62,250 4.950% Senior Notes Due 2028 $1,000,000,000 $124,500 5.800% Senior Notes Due 2038 $500,000,000 $62,250 6.000% Senior Notes Due 2048 $1,000,000,000 $

Final Pricing Terms Energy Transfer Partners, L.P. $500,000,000 4.200% Senior Notes Due 2023 $1,000,000,000 4.950% Senior Notes Due 2028 $500,000,000 5.800% Senior Notes Due 2038 $1,000,000,000 6.000% Senior Notes Due 2048 Issuer: Energy Transfer Par

FWP 1 d588821dfwp.htm FWP Filed Pursuant to Rule 433 of the Securities Act Registration No. 333-221411 June 5, 2018 Final Pricing Terms Energy Transfer Partners, L.P. $500,000,000 4.200% Senior Notes Due 2023 $1,000,000,000 4.950% Senior Notes Due 2028 $500,000,000 5.800% Senior Notes Due 2038 $1,000,000,000 6.000% Senior Notes Due 2048 Issuer: Energy Transfer Partners, L.P. Guarantor: Sunoco Logi

Subject to Completion, dated June 5, 2018

424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-221411 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities, and we are not soliciting an offer to buy these securities, in any jurisdiction where the offer or sale is

SXL / Sunoco Logistics Partners L.P. POSASR

POSASR As filed with the Securities and Exchange Commission on June 5, 2018 Registration No.

Statement Regarding the Computation of Ratio of Earnings to Fixed Charges for the Five Years Ended December 31, 2017 and the Three Months Ended March 31, 2018.

EX-12.1 Exhibit 12.1 Energy Transfer Partners, L.P. Sunoco Logistics Partners Operations L.P. Three Months Ended March 31, Years Ended December 31, Three Months Ended March 31, Years Ended December 31, 2018 2017 2016 2015 2014 2013 2018 2017 2016 2015 2014 2013 Fixed Charges: Interest Expense $ 346 $ 1,365 1,317 1,291 1,165 1,013 $ 40 $ 142 $ 157 $ 141 $ 76 $ 77 Capitalized interest 80 283 199 163

Regulation FD Disclosure

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 May 22, 2018 (May 23, 2018) Date of Report (Date of earliest event reported) ENERGY TRANSFER PARTNERS, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdiction of incorporat

Computation of Ratio of Earnings to Fixed Charges

Exhibit 12.1 ENERGY TRANSFER PARTNERS, L.P. AND SUBSIDIARIES COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in millions, except for ratio amounts) (Unaudited) Three Months Ended March 31, 2018 Energy Transfer Partners, L.P. (consolidated) Sunoco Logistics Partners Operations L.P. Fixed Charges: Interest expense, net $ 346 $ 40 Capitalized interest 80 54 Interest charges included in rental expe

Material U.S. Federal Income Tax Consequences

Exhibit 99.1 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES This section summarizes the material U.S. federal income tax consequences that may be relevant to prospective unitholders and is based upon current provisions of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), existing and proposed U.S. Treasury regulations thereunder (the “Treasury Regulations”), and current administrativ

SXL / Sunoco Logistics Partners L.P. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-31219 ENERGY TRANSFER PARTNERS, L.

ENERGY TRANSFER PARTNERS REPORTS FIRST QUARTER RESULTS

ENERGY TRANSFER PARTNERS REPORTS FIRST QUARTER RESULTS Dallas – May 9, 2018 – Energy Transfer Partners, L.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 May 9, 2018 Date of Report (Date of earliest event reported) ENERGY TRANSFER PARTNERS, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdiction of incorporation) (Commission

April 26, 2018

8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 ENERGY TRANSFER PARTNERS, L.P. (Exact name of registrant as specified in its charter) Delaware 73-1493906 (State of incorporation or organization) (I.R.S. Employer Identification No.) 8111

Amendment No. 2, dated as of April 25, 2018, to Fourth Amended and Restated Agreement of Limited Partnership of Energy Transfer Partners, L.P., dated as of April 28, 2017 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed April 25, 2018)

EX-3.1 Exhibit 3.1 AMENDMENT NO. 2 TO FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENERGY TRANSFER PARTNERS, L.P. This Amendment No. 2 (this “Amendment No. 2”) to the Fourth Amended and Restated Agreement of Limited Partnership of Energy Transfer Partners, L.P. (the “Partnership”) dated as of April 28, 2017 (as amended to date, the “Partnership Agreement”) is hereby adopted effe

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

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 April 25, 2018 (April 25, 2018) Date of Report (Date of earliest event reported) ENERGY TRANSFER PARTNERS, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdiction of incorp

Underwriting Agreement, dated as of April 18, 2018, between Energy Transfer Partners, L.P., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC.

Exhibit 1.1 ENERGY TRANSFER PARTNERS, L.P. 18,000,000 7.375% Series C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units Representing Limited Partner Interests UNDERWRITING AGREEMENT April 18, 2018 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED One Bryant Park New York, New York 10036 MORGAN STANLEY & CO. LLC 1585 Broadway New York, New York 10036 RBC CAPITAL MARKETS, LLC 2

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 April 23, 2018 (April 18, 2018) Date of Report (Date of earliest event reported) ENERGY TRANSFER PARTNERS, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdiction of incorp

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Offering Price per Unit Aggregate Offering Price Amount of Registration Fee(1)(2) 7.375% Series C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Unit

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-221411 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Offering Price per Unit Aggregate Offering Price Amount of Registration Fee(1)(2) 7.375% Series C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units $25.00 $450,000,000 $56,025 (1) Calculated in accordance with R

PRICING TERM SHEET ENERGY TRANSFER PARTNERS, L.P. 18,000,000 7.375% Series C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (Liquidation Preference $25.00 per unit) (“Series C Preferred Units”) Issuer: Energy Transfer Partners

FWP Filed Pursuant to Rule 433 of the Securities Act Registration No. 333-221411 April 18, 2018 PRICING TERM SHEET ENERGY TRANSFER PARTNERS, L.P. 18,000,000 7.375% Series C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (Liquidation Preference $25.00 per unit) (“Series C Preferred Units”) Issuer: Energy Transfer Partners, L.P. Trade Date: April 18, 2018 Settlement Date (T+5

Subject to Completion, dated April 18, 2018

424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-221411 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying base prospectus are not an offer to sell these securities, and we are not soliciting an offer to buy these securities, in any jurisdiction where the offer or sal

Regulation FD Disclosure

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 April 9, 2018 Date of Report (Date of earliest event reported) ENERGY TRANSFER PARTNERS, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdiction of incorporation) (Commissi

Transition Services Agreement, dated as of April 2, 2018, by and among USA Compression Partners, LP, CDM Resource Management LLC, CDM Environmental & Technical Services LLC and Energy Transfer Partners, L.P. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed April 3, 2018)

Execution Version TRANSITION SERVICES AGREEMENT This Transition Services Agreement (this “Agreement”), dated as of April 2, 2018 (the “Effective Date”), is by and among USA Compression Partners, LP, a Delaware limited partnership (“USAC”), CDM Resource Management LLC, a Delaware limited liability company (“CDM Resource”), and CDM Environmental & Technical Services LLC, a Delaware limited liability company (“CDM Environmental” and, together with CDM Resource, the “Compression Group Entities” and, each, a “Compression Group Entity”) and Energy Transfer Partners, L.

SXL / Sunoco Logistics Partners L.P. 8-K (Current Report)

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 April 2, 2018 Date of Report (Date of earliest event reported) ENERGY TRANSFER PARTNERS, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdiction of incorporation) (Commissi

Registration Rights Agreement, dated as of April 2, 2018, by and among Energy Transfer Partners, L.P., Energy Transfer Equity, L.P., USA Compression Partners, LP and USA Compression Holdings, LLC. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed April 3, 2018)

Execution Version 10.1 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 2, 2018, is entered into by and among USA Compression Partners, LP, a Delaware limited partnership (the “Partnership”), Energy Transfer Equity, L.P., a Delaware limited partnership (“ETE”), Energy Transfer Partners, L.P., a Delaware limited partnership (“ETP” and, together

USA Compression Partners and Energy Transfer Complete Previously Announced Transactions

USA Compression Partners and Energy Transfer Complete Previously Announced Transactions Austin and Dallas, Texas, April 2, 2018 – USA Compression Partners, LP (NYSE: USAC) (“USAC”), Energy Transfer Partners, L.

Regulation FD Disclosure

Document 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 February 27, 2018 (February 28, 2018) Date of Report (Date of earliest event reported) ENERGY TRANSFER PARTNERS, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdi

Computation of Ratio of Earnings to Fixed Charges.

Exhibit 12.2 SUNOCO LOGISTICS PARTNERS OPERATIONS, L.P. COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in millions, except for ratio amounts) (Unaudited) Years Ended December 31, 2017 2016 2015 2014 2013 Fixed Charges: Interest expense, net $ 142 $ 157 $ 141 $ 76 $ 77 Capitalized interest 172 111 76 79 21 Interest charges included in rental expense 12 7 7 6 4 Total fixed charges 326 275 224 16

Computation of Ratio of Earnings to Fixed Charges.

Exhibit 12.1 ENERGY TRANSFER PARTNERS, L.P. AND SUBSIDIARIES COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in millions, except for ratio amounts) (Unaudited) The merger of legacy ETP and legacy Sunoco Logistics in April 2017 resulted in legacy ETP being treated as the surviving entity from an accounting perspective. Accordingly, the financial data below reflects the consolidated financial inf

Preferability Letter from Grant Thornton LLP.

February 23, 2018 Board of Directors Energy Transfer Partners, L.L.C. 8111 Westchester Drive, Suite 600 Dallas, TX 75225 Dear Directors: We are providing this letter solely for inclusion as an exhibit to Energy Transfer Partners, L.P.’s (the “Partnership”) 2017 Form 10-K filing pursuant to Item 601 of Regulation S-K. We have audited the consolidated financial statements included in the Partnership

SXL / Sunoco Logistics Partners L.P. 10-K (Annual Report)

10-K 1 etp12-31x201710k.htm 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-31219 ENERGY TRAN

List of Subsidiaries.

Exhibit 21.1 LIST OF SUBSIDIARIES SUBSIDIARIES OF ENERGY TRANSFER PARTNERS, L.P., a Delaware limited partnership: Advanced Diesel LLC, a Idaho limited liability company Advanced Meter Solutions LLC, a Delaware limited liability company Aqua-ETC Water Solutions, LLC, a Delaware limited liability company Arguelles Pipeline S de R.L. DE C.V., a Mexico SRL Atlantic Petroleum (Out) LLC, a Delaware limi

ENERGY TRANSFER PARTNERS REPORTS FOURTH QUARTER RESULTS

Exhibit ENERGY TRANSFER PARTNERS REPORTS FOURTH QUARTER RESULTS Dallas ? February 21, 2018 ? Energy Transfer Partners, L.

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document 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 February 21, 2018 Date of Report (Date of earliest event reported) ENERGY TRANSFER PARTNERS, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdiction of incorporati

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 a8-knewdirectorxsmith021518.htm 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 February 15, 2018 (February 9, 2018) Date of Report (Date of earliest event reported) ENERGY TRANSFER PARTNERS, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73

ETP / Energy Transfer Partners, L.P. / TORTOISE CAPITAL ADVISORS, L.L.C. - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. Fifteen)* Energy Transfer Partners, L.P. (formerly Sunoco Logistics Partners L.P.) (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 29278N103 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this S

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Document 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 February 6, 2018 (January 31, 2018) Date of Report (Date of earliest event reported) ENERGY TRANSFER PARTNERS, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdict

SXL / Sunoco Logistics Partners L.P. 8-K (Current Report)

Document 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 January 24, 2018 Date of Report (Date of earliest event reported) ENERGY TRANSFER PARTNERS, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdiction of incorporatio

Contribution Agreement, dated as of January 15, 2018, by and among USA Compression Partners, LP, Energy Transfer Partners, L.P., Energy Transfer Partners GP, L.P., ETC Compression, LLC and, solely for certain purposes therein, Energy Transfer Equity, L.P. (incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K filed January 16, 2018).

EX-2.1 Exhibit 2.1 Execution Version CONTRIBUTION AGREEMENT BY AND AMONG ENERGY TRANSFER PARTNERS, L.P., ENERGY TRANSFER PARTNERS GP, L.P. AND ETC COMPRESSION, LLC, AS CONTRIBUTOR PARTIES, AND USA COMPRESSION PARTNERS, LP, AS ACQUIROR, AND SOLELY FOR PURPOSES OF SECTION 5.18(b), SECTION 10.1 AND SECTION 10.5, ENERGY TRANSFER EQUITY, L.P. TABLE OF CONTENTS ARTICLE I DEFINITIONS AND INTERPRETATION S

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): January 15, 2018 Energy Transfer Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or Other Jurisdiction of Incorporation or

SXL / Sunoco Logistics Partners L.P. 8-K (Current Report)

Document 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 January 9, 2018 Date of Report (Date of earliest event reported) ENERGY TRANSFER PARTNERS, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdiction of incorporation

Tenth Supplemental Indenture, dated as of December 12, 2017, by and among Energy Transfer Partners, L.P., Regency Energy Finance Corp., Sunoco Logistics Partners Operations L.P. and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 10.3 of Form 8-K filed December 15, 2017).

Exhibit Exhibit 10.3 TENTH SUPPLEMENTAL INDENTURE This Tenth Supplemental Indenture (this ? Supplemental Indenture ?), dated as of December 12, 2017, is by and among Energy Transfer Partners, L.P., a Delaware limited partnership, as successor entity under the Indenture referred to below (the ? Partnership ?), Regency Energy Finance Corp., a Delaware corporation (? Regency Finance ?) Sunoco Logisti

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Document 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 December 15, 2017 (December 12, 2017) Date of Report (Date of earliest event reported) ENERGY TRANSFER PARTNERS, L.P. (Exact name of Registrant as specified in its charter) Delaware 1-31219 73-1493906 (State or other jurisdi